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-5 — Opinion re: Legality
| EX-5 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS EXTENDED.
May 7, 1999
TO OUR CLIENTS:
Enclosed for your consideration are the Offer to Purchase, dated May 7,
1999, and the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer") in connection with
the offer by CFN Acquisition Corporation, a New York corporation ("Purchaser")
and a wholly owned subsidiary of Sara Lee Corporation, a Maryland corporation
("Parent"), 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"), (ii) all of the outstanding 7% Convertible Senior
Subordinated Debentures due April 1, 2012 (the "7% Debentures"), and (iii) all
of the outstanding 8% Convertible Subordinated Debentures due September 15, 2006
(the "8% Debentures" and, together with the Shares and the 7% Debentures, the
"Securities"), of the Company. We are the holder of record of Securities held
for your account. A tender of such Securities can be made only by us as the
holder of record and pursuant to your instructions. THE ENCLOSED LETTER(S) OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SECURITIES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Securities held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer prices are $10.50 per Share, $1,275.82 per $1,000 principal
amount of the 7% Debentures and $1,344.43 per $1,000 principal amount of the 8%
Debentures, in each case net to you in cash without interest.
2. The Offer is being made for all outstanding Securities.
3. The Offer and withdrawal rights expire at 12:00 Midnight, New York City
time, on Friday, June 4, 1999, unless the Offer is extended.
4. Any stock transfer taxes applicable to the sale of Securities to
Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
If you wish to have us tender any or all of your Securities, please so
instruct us by completing, executing and returning to us the instruction form
set forth on the reverse side of this letter. An envelope to return your
instructions to us is enclosed. If you authorize the tender of your Securities,
all such Securities will be tendered unless otherwise specified on the reverse
side of this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
AND
ALL OUTSTANDING 7% DEBENTURES DUE 2012
AND
ALL OUTSTANDING 8% DEBENTURES DUE 2006
OF
CHOCK FULL O'NUTS CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated May 7, 1999 and the related Letter(s) of Transmittal in
connection with the Offer by CFN Acquisition Corporation, a New York corporation
and a wholly owned subsidiary of Sara Lee Corporation, a Maryland corporation,
to purchase (i) all of the outstanding shares of common stock, par value $.25
per share, and the associated common stock purchase rights (the "Rights") issued
pursuant to the Amended and Restated Rights Agreement, dated as of December 30,
1997, by and between Chock Full O'Nuts Corporation, a New York corporation (the
"Company"), and the American Stock Transfer & Trust Company, as Rights Agent
(such shares of Common Stock and the associated Rights, collectively, the
"Shares"), (ii) all of the outstanding 7% Convertible Senior Subordinated
Debentures due April 1, 2012 (the "7% Debentures") and (iii) all of the
outstanding 8% Convertible Subordinated Debentures due September 15, 2006 (the
"8% Debentures" and, together with the Shares and the 7% Debentures, the
"Securities"), of the Company.
This will instruct you to tender the number of Securities indicated below
(or if no number is indicated below, all Securities) held by you for the account
of the undersigned, upon the terms and subject to the conditions set forth in
the Offer.
[Download Table]
----------------------------------------------Numbe of Shares to be Tendered:*
Signature(s)
--------------------------------------------------------------------- Shares
[Download Table]
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Principal Amount of
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----------------------------------------------7 Debentures to be Tendered*
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Print name(s)
Principal Amount of
[Download Table]
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8% Debentures to be Tendered*
[Download Table]
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$
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[Download Table]
Address(s)
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Area Code and Telephone Number
Dated: , 1999
[Download Table]
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Tax ID or Social Security Number
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* Unless otherwise indicated, it will be assumed that all Securities held by
us for your account are to be tendered.
Dates Referenced Herein and Documents Incorporated by Reference
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