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-7 — Opinion re: Liquidation Preference
| EX-7 | 1st “Page” of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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THE WALL STREET JOURNAL FRIDAY, MAY 7, 1999 C11
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SECURITIES. THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE, DATED
MAY 7, 1999, AND THE APPLICABLE LETTERS OF TRANSMITTAL AND IS BEING MADE TO ALL
HOLDERS OF SECURITIES. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN ANY JURISDICTION
IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION OR ANY ADMINISTRATIVE OR
JUDICIAL ACTION PURSUANT THERETO. IN ANY JURISDICTION WHERE SECURITIES, BLUE
SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF CFN ACQUISITION
CORPORATION BY GOLDMAN, SACHS & CO. OR ONE OR MORE REGISTERED BROKERS
OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED COMMON
STOCK PURCHASE RIGHTS) AT $10.50 NET PER SHARE
AND
ALL OF THE OUTSTANDING 7%
CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2012 AT $1,275.82 NET PER $1,000
PRINCIPAL AMOUNT
AND
ALL OF THE OUTSTANDING 8% CONVERTIBLE SUBORDINATED
DEBENTURES DUE 2006 AT $1,344.43 NET PER $1,000 PRINCIPAL AMOUNT OF
CHOCK FULL O'NUTS CORPORATION
BY
CFN ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
SARA LEE CORPORATION
CFN Acquisition Corporation, a New York corporation ("Purchaser") and a
wholly owned subsidiary of Sara Lee Corporation, a Maryland corporation ("Sara
Lee"), is offering to purchase (i) all of the outstanding shares of Common
Stock, par value $.25 per share, and the associated common stock purchase rights
(the "Rights") issued pursuant to the Amended and Restated Rights Agreement,
dated as of December 30, 1997, by and between Chock Full O'Nuts Corporation, a
New York corporation (the "Company"), and the American Stock Transfer & Trust
Company, as Rights Agent (such shares of common stock and the associated Rights,
collectively, the "Shares") at a price of $10.50 per Share (the "Share Offer
Price"), (ii) all of the outstanding 7% Convertible Senior Subordinated
Debentures due April 1, 2012 (the "7% Debentures"), at a price of $1,275.82 per
$1,000 principal amount of the 7% Debentures (the "7% Debenture Offer Price")
and (iii) all of the outstanding 8% Convertible Subordinated Debentures due
September 15, 2006 (the "8% Debentures" and, together with the 7% Debentures,
the "Convertible Debentures"), at a price of $1,344.43 per $1,000 principal
amount of the 8% Debentures (the "8% Offer Price" and, together with the Share
Offer Price and the 7% Debenture Offer Price, the "Offer Prices" and each an
"Offer Price"), of the Company, the respective Offer Prices being net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 7, 1999 (the "Offer to
Purchase"), and in the applicable Letters of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Offer"). The
Shares and the Convertible Debentures are collectively referred to herein as the
"Securities."
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS EXTENDED.
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The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the Offer that
number of Securities which, together with the Securities then owned by Purchaser
and Sara Lee, represents 662/3% of the Shares outstanding on a fully diluted
basis (the "Minimum Condition"), (2) the Rights having been redeemed by the
Board of Directors of the Company, or Purchaser being satisfied, in its sole
discretion, that the Rights are invalid or are otherwise inapplicable to the
Offer (the "Rights Condition"), (3) Purchaser being satisfied, in its sole
discretion, that the provisions of Section 912 of the New York Business
Corporation Law, as amended, are inapplicable to the Offer and the Proposed
Merger described in the Offer to Purchase (the "Business Combination
Condition"), (4) the Company not having entered into or effectuated any
agreement or transaction with any person or entity having the effect of
impairing Purchaser's ability to acquire the Company or otherwise diminishing
the expected economic value to Purchaser of the acquisition of the Company (the
"Defensive Action Condition"), and (5) any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired
or been terminated prior to the expiration of the Offer (the "HSR Condition").
The Offer is also subject to other terms and conditions set forth in the Offer
to Purchase.
The purpose of the Offer and the Proposed Merger is to enable Sara Lee
to acquire control of, and ultimately the entire equity interest in, the
Company. The Offer, as the first step in the acquisition of the Company, is
intended to facilitate the acquisition of all of the outstanding Shares not
owned by Sara Lee or Purchaser.
Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment for,
any Securities, by giving oral or written notice of such extension to Harris
Trust Company of New York (the "Depositary") and (ii) subject to the applicable
rules or regulations of the Securities and Exchange Commission, to amend the
Offer in any respect (including, without limitation, by decreasing or increasing
the Offer Prices and/or by decreasing the number of Securities being sought in
the Offer) by giving oral or written notice of such amendment to the Depositary.
During any such extension, all Securities previously tendered and not withdrawn
will remain subject to the Offer and subject to the right of a tendering
securityholder to withdraw such securityholder's Securities. Purchaser also
expressly reserves the right, in its sole discretion, at any time or from time
to time, (i) to delay acceptance for payment of any Securities, (ii) to
terminate the Offer whether or not any Securities have theretofore been accepted
for payment if any condition referred to in Section 14 of the Offer to Purchase
has not been satisfied or upon the occurrence of any event specified in Section
14, and (iii) to waive any condition or otherwise amend the Offer to Purchase in
any respect, in each case, by giving oral or written notice of such termination,
waiver or amendment to the Depositary and, other than in the case of any such
waiver, by making a public announcement thereof. Any such extension, delay,
termination or amendment will be followed as promptly as practicable by a public
announcement thereof, and such announcement in the case of an extension will be
made no later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled date on which the Offer was to expire.
Tendering securityholders of record who tender Securities directly will
not be obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the applicable Letter of Transmittal, stock or other transfer
taxes on the purchase of Securities by Purchaser pursuant to the Offer.
Securityholders who hold their Securities through a bank or broker should check
with such institution as to whether they charge any service fees. Purchaser will
pay all fees and expenses of the Depositary, Goldman, Sachs & Co., which is
acting as Dealer Manager for the Offer, and Morrow & Co., Inc., which is acting
as the Information Agent for the Offer, incurred in connection with the Offer
and in accordance with the terms of the agreements entered into between
Purchaser and/or Sara Lee and each such person.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment, and thereby purchased, Securities properly tendered to Purchaser
and not withdrawn if, as and when Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance for payment of such Securities. Upon the
terms and subject to the conditions of the Offer, payment for Securities
accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for
tendering securityholders for the purpose of receiving payment from Purchaser
and transmitting payment to validly tendering securityholders. In all cases,
payment for Securities accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of (i) certificates for such
Securities ("Certificates") or a confirmation of a book-entry transfer of such
Securities into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase), (ii) the applicable Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase), and (iii) any other documents
required by the applicable Letter of Transmittal. The applicable Offer Price
paid to any securityholder pursuant to the Offer will be the highest Offer Price
paid to any other holder of the same Securities pursuant to the Offer. Under no
circumstances will interest be paid on the Offer Prices to be paid by Purchaser
for such Securities, regardless of any extension of the Offer or any delay in
making such payment.
If, for any reason whatsoever, acceptance for payment of any Securities
tendered pursuant to the Offer is delayed, or if Purchaser is unable to accept
for payment or pay for Securities tendered pursuant to the Offer, then, without
prejudice to Purchaser's rights set forth in the Offer to Purchase, the
Depositary may, nevertheless, on behalf of Purchaser, retain tendered
Securities, and such Securities may not be withdrawn except to the extent that
the tendering securityholder is entitled to and duly exercises withdrawal rights
as described in Section 4 of the Offer to Purchase. Any such delay will be an
extension of the Offer to the extent required by law.
If certain events occur, Purchaser will not be required to accept for
payment or pay for any Securities tendered pursuant to the Offer. If any
tendered Securities are not purchased pursuant to the Offer for any reason or
are not paid for because of invalid tender, or if Certificates are submitted
representing more Securities than are tendered, Certificates representing
unpurchased or untendered Securities will be returned to the tendering
securityholder (or, in the case of Securities delivered by book-entry transfer
into the Depositary's account at the Book-Entry Transfer Facility pursuant to
the procedures set forth in Section 3 of the Offer to Purchase, such Securities
will be credited to an account maintained within such Book-Entry Transfer
Facility), as soon as practicable following the expiration, termination or
withdrawal of the Offer.
Except as otherwise provided below, tenders of Securities made pursuant
to the Offer are irrevocable. Securities tendered pursuant to the Offer may be
withdrawn at any time prior to 12:00 Midnight, New York City time, on Friday,
June 4, 1999 and, unless theretofore accepted for payment and paid for by
purchaser, pursuant to the Offer, may also be withdrawn at any time after July
5, 1999, or such later time as may apply if the Offer is extended. For a
withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth in the Offer to Purchase and must specify the name of the
person having tendered the Securities to be withdrawn, the number of Securities
to be withdrawn and the name of the registered holder of the Securities to be
withdrawn, if different from the name of the person who tendered the Securities.
If Certificates for Securities have been delivered or otherwise identified to
the Depositary, then, prior to the physical release of such Certificates, the
serial numbers shown on such Certificates must be submitted to the Depositary
and, unless such Securities have been tendered by an Eligible Institution (as
defined in the Offer to Purchase), the signatures on the notice of withdrawal
must be guaranteed by an Eligible Institution. If Securities have been delivered
pursuant to the procedures for book-entry transfer set forth in Section 3 of the
Offer to Purchase, any notice of withdrawal must specify the name and number of
the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Securities and otherwise comply with the Book-Entry Transfer
Facility's procedures. Withdrawals of tenders of Securities may not be
rescinded, and any Securities properly withdrawn will thereafter be deemed not
validly tendered for purposes of the Offer. However, withdrawn Securities may be
retendered by again following one of the procedures described in Section 3 of
the Offer to Purchase at any time prior to the Expiration Date. All questions as
to the form and validity (including time of receipt) of notices of withdrawal
will be determined by Purchaser, in its sole discretion, which determination
will be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is contained in the Offer to Purchase and is
incorporated herein by reference.
Requests are being made to the Company pursuant to Rule 14d-5 under the
Exchange Act for use of the Company's securityholder lists and security position
listings for purposes of disseminating the Offer to holders of Securities. Upon
compliance by the Company with such request, the Offer to Purchase and the
applicable Letter of Transmittal and, if required, other relevant materials will
be mailed to record holders of Securities and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the securityholder lists, or who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Securities.
The Offer to Purchase and the applicable Letters of Transmittal contain
important information and should be read in their entirety before any decision
is made with respect to the Offer.
Questions and requests for assistance may be directed to the
Information Agent or to the Dealer Manager at their respective addresses and
telephone numbers set forth below. Copies of the Offer to Purchase, Letters of
Transmittal and other tender offer materials may be obtained at Purchaser's
expense from the Information Agent or from brokers, dealers, commercial banks
and trust companies. Purchaser will not pay any fees or commissions to any
broker or dealer or other person (other than the Information Agent and the
Dealer Manager) for soliciting tenders of Securities pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MORROW & CO., INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Banks and Brokerage Firms Call:
(800) 662-5200
Shareholders Please Call:
(800) 566-9061
THE DEALER MANAGER FOR THE OFFER IS:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
(800) 323-5678 (Call Toll Free)
May 7, 1999
Dates Referenced Herein and Documents Incorporated by Reference
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