SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 1994
OR
[] TRANSITION REPORT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-4183
CHOCK FULL O' NUTS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-0697025_____________
(State of Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
370 Lexington Avenue, New York, New York 10017___
(Address of Principal Executive Offices) (Zip Code)
(212) 532-0300__________ _________
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title Of Each Class On Which Registered
Common Stock, par value $.25 per share New York Stock Exchange
8% Convertible Subordinated Debentures, American Stock Exchange
due September 15, 2006
7% Convertible Senior Subordinated Debentures, New York Stock Exchange
due April 1, 2012
Securities Registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.
Yes x No
Aggregate market value of the Common Stock ($.25 par value) held by
nonaffiliates of the registrant as of October 13 , 1994: $45,508,000
Number of Shares of Common Stock ($.25 par value) outstanding as of
October 13, 1994:
10,422,000
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual proxy statement for the year ended July 31, 1994 are
incorporated by reference into Part III.
This form 10-K/A amends Item 14 of Form 10-K for the Fiscal Year
Ended July 31, 1994
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2) The response to this portion of Item 14 is submitted as a
separate section of this report.
(3) The response to this portion of Item 14 is submitted as a separate
section of this report (see below).
(b) Reports on Form 8-K:
None
(c) The response to this portion of Item 14 is submitted as a separate
section of this report (see below).
(d) The response to this portion of Item 14 is submitted as a separate
section of this report.
Pursuant to Regulation S-K Item 601, following is a list of Exhibits.
Exhibit 3 Articles of incorporation and by laws.
(a) Articles of incorporation filed herewith.
(b) By-laws filed herewith.
Exhibit 4 Instruments defining the rights of security holders, including
indentures.
(a) Indenture dated as of September 15, 1986 between the Company
and Manufacturers Hanover Trust Company ("Manufacturers") filed
herewith.
(b) Form of the Company's 8% Convertible Subordinated Debenture
included in Exhibit 4(a)filed herewith.
(c) Instrument of resignation, appointment and acceptance dated
August 9,
1993 among the Company, Manufacturers and Liberty Bank and
Trust
Company of Oklahoma City filed herewith.
(d) Indenture dated as of April 1, 1987 between the Company and
IBJ Schroder Bank and Trust Company filed herewith.
(e) Form of the Company's 7% Convertible Senior Subordinated
Debenture
included in Exhibit 4(d) filed herewith.
Exhibit 9 Voting Trust Agreement, not applicable.
Exhibit 10 Material contracts
(a) Rights Agreement, dated as of December 30, 1987, with IBJ Schroder
Bank and Trust Company, as Rights Agent, the form of Rights Certificate and
Summary of Rights to Purchase Common Stock filed herewith.
(b) Benefits protection trust with National Westminster Bank USA filed
herewith.
(c) Resolution of the Board of Directors adopting severance policy filed
herewith.
(d) Chock full o' Nuts Corporation Employees' Stock Ownership Plan dated
December 16, 1988 filed as an exhibit to form 10-K for the fiscal year ended
July 31, 1989 is incorporated herein by reference.
(e) Agreement with Leon Pordy, M.D. dated July 8, 1992 filed as an Exhibit
to Form 10-K for the fiscal year ended July 31, 1992 is incorporated herein by
reference.
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(f) Stock purchase agreement dated October 16, 1992 by and between
Chock full o' Nuts Corporation and Nestle' Beverage Corporation filed herewith.
(g) Amended and Restated Credit Agreement dated December 4, 1992 among
Chock full o' Nuts Corporation and its Subsidiaries and National Westminster
Bank USA and Chemical Bank filed as an Exhibit to Form 8-K dated December 10,
1992 is incorporated herein by reference.
(h) Agreement and Plan of Merger by and among JJJ Acquisition Corp., Chock
full o' Nuts Corporation and Jimbo's Jumbos, Incorporated dated April 22, 1993
filed as an Exhibit to Form 8-K dated July 8, 1992 is incorporated herein by
reference.
(i) Agreement with Joseph Breslin dated August 5, 1993 filed as an Exhibit
to Form 10-K for the fiscal year ended July 31, 1993 is incorporated herein by
reference.
(j) Stock Purchase Agreement between Chock full o' Nuts Corporation,
Hillside Holding Corporation and Gourmet Coffees of America, Inc. dated
October 8, 1993 filed as an Exhibit to Form 10-K for the fiscal year ended
July 31, 1993 is incorporated herein by reference.
(k) Agreement dated November 7, 1989 by and between Chock full o'Nuts
Corporation and Tetley, Inc. for the purchase of Tetley's instant coffee
business filed as an Exhibit to Form 10K for the fiscal year ended
July 31, 1990 is incorporated herein by reference.
(l) Standstill agreement by and among Chock full o'Nuts Corporation and
Steven Schulman and Leon Pordy, M.D. dated June 21, 1991 filed as an Exhibit to
Form 10K for the fiscal year ended July 31, 1991 is incorporated herein by
reference.
(m) Form of restricted stock agreement dated January 2, 1988 with key
employees (including certain officers and directors) filed herewith.
Exhibit 11 Statement re: Computation of Per Share Earnings
Exhibit 12 Statement re: Computation of ratios, not applicable.
Exhibit 13 Not applicable.
Exhibit 18 Letter re change in accounting principles, not applicable.
Exhibit 21 Subsidiaries of the registrant.
Exhibit 22 Published report regarding matter submitted to vote of security
holders, not applicable.
Exhibit 23 Consent of experts and counsel, not applicable.
Exhibit 24 Power of attorney, not applicable.
Exhibit 27 Financial Data Schedule*
Exhibit 99 Additional exhibits, not applicable.
* This amendent is being filed to include the Financial Data Schedule required
of electronic filers. All other required exhibits were filed with Form 10-K.
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Exhibit 27 - FINANCIAL DATA SCHEDULE
Appendix A to item 601 (c) of Regulation S-K
(Article 5 of Regulation S-X
Chock full o'Nuts Corporation and Subsidiaries)
Item Number Item Description Amount
5-02 (1) Cash and cash items $5,939,456
5-02 (2) Marketable securities $25,786,080
5-02 (3)(a)(1) Notes and accounts receivable - trade $32,863,437
5-02 (4) Allowances for doubtful accounts $928,000
5-02 (6) Inventory $45,543,048
5-02 (9) Total current assets $112,670,267
5-02 (13) Property, plant and equipment $96,805,506
5-02 (14) Accumulated depreciation $41,510,772
5-02 (18) Total assets $208,806,942
5-02 (21) Total current liabilities $30,932,130
5-02 (22) Bonds, mortgages and similar debt $110,427,265
5-02 (28) Preferred stock - mandatory redemption - 0 -
5-02 (29) Preferred stock - no mandatory redemption - 0 -
5-02 (30) Common stock $2,724,533
5-02 (31) Other stockholders' equity $55,537,159
5-02 (32) Total liabilities and stockholders' equity $208,806,942
5-03 (b) 1 (a) Net sales of tangible products $263,638,453
5-03 (b) 1 Total revenues $265,698,100
5-03 (b) 2 (a) Cost of tangible goods sold $175,664,343
5-03 (b) 2 Total costs and expenses applicable to
sales and revenues $177,406,805
5-03 (b) 3 Other costs and expenses - 0 -
5-03 (b) 5 Provision for doubtful accounts and notes $1,940,779
5-03 (b) (8) Interest and amortization of debt $8,802,413
5-03 (b) (10) Income before taxes and other items $10,439,672
5-03 (b) (11) Income tax expense $7,871,000
5-03 (b) (14) Income/loss continuing operations $7,884,314
5-03 (b) (15) Discontinued operations - 0 -
5-03 (b) (17) Extraordinary items - 0 -
5-03 (b) (18) Cumulative effect - changes in
accounting principles - 0 -
5-03 (b) (19) Net income or loss $7,884,314
5-03 (b) (20) Earnings per share - primary $.75
5-03 (b) (20) Earnings per share - fully diluted $.56
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SIGNATURES
Pursant to the requirements of Securities Exchange Act of 1934, the
Registrant has duly caused this current Report on Form 10-K/A to be
signed on its behalf by the undersigned, hereunto duly authorized.
CHOCK FULL O' NUTS CORPORATION
By: __________________________________
Howard M. Leitner,
President and
Chief Financial Officer
Dated: December 8, 1994
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