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-3.A — Exhibit (A)3
| EX-3.A | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
CHOCK FULL O'NUTS CORPORATION
TO
CFN ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
SARA LEE CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing 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"), of the
Company, are not immediately available, if the procedure for book-entry transfer
cannot be completed prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase), or if time will not permit all required documents to reach
the Depositary prior to the Expiration Date. Such form may be delivered by hand,
transmitted by facsimile transmission or mailed to the Depositary. See Section 3
of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK
[Download Table]
BY MAIL: BY OVERNIGHT DELIVERY:
Wall Street Station Receive Window, Wall Street Plaza
P.O. Box 1023 88 Pine Street, 19th Floor
New York, New York 10268-1023 New York, New York 10005
BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 701-7636
CONFIRM BY TELEPHONE:
(212) 701-7624
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to CFN Acquisition Corporation, a New York
corporation ("Purchaser") and a wholly owned subsidiary of Sara Lee Corporation,
a Maryland corporation, upon the terms and subject to the conditions set forth
in Purchaser's Offer to Purchase dated May 7, 1999 and the applicable Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares set forth below 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"), of the
Company, pursuant to the guaranteed delivery procedures set forth in Section 3
of the Offer to Purchase.
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Number of Shares: Name(s) of Record Holder(s):
Certificate Nos. (if available):
Please Print
Book-Entry Transfer Facility Address(es):
Account Number:
Dated: , 1999
Zip Code
Area Code and Tel. No.:
Signature(s):
-----------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or the
Stock Exchange Medallion Program, guarantees to deliver to the Depositary either
certificates representing the Shares tendered hereby, in proper form for transfer,
or confirmation of book-entry transfer of such Shares into the Depositary's account
at The Depository Trust Company, in each case with delivery of a properly completed
and duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message, and any other documents required by the
Letter of Transmittal, within three New York Stock Exchange trading days (as defined
in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the guarantee
to the Depositary and must deliver the Letter of Transmittal and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so could
result in a financial loss to such Eligible Institution.
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Name of Firm:
Authorized Signature
Address: Name:
Please Print
Title:
Zip Code
Area Code and Tel. No.: Dated: , 1999
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
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Dates Referenced Herein and Documents Incorporated by Reference
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