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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 3)
Cucos Inc.
(Name of Subject Company (issuer))
Jacksonville Restaurant Acquisition Corp.
(Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or
other person))
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229725106
(Cusip Number of Class of Securities)
James W. Osborn
Jacksonville Restaurant Acquisition Corp.
2211 Brighton Bay Trail
Jacksonville, Florida 32246
Telephone: (504) 835-0306
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Robert M. Walmsley, Jr.
Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P.
201 St. Charles Avenue, 46th Floor
New Orleans, Louisiana 70170
Telephone: (504) 586-5252
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CALCULATION OF FILING FEE
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Transaction Value* Amount of Filing Fee
* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of 1,200,000 of the outstanding shares of common
stock, no par value per share, of Cucos Inc. at a price per share of $1. The
1,200,000 shares represent approximately 45% of the shares of common stock
deemed outstanding for financial reporting purposes as of May 5, 2000. The
amount of the filing fee calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[X] Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.
Amount Previously Paid: $240
Form or Registration No.: Schedule TO
Filing Party: Jacksonville Restaurant Acquisition Corp.
Date Filed: July 14, 2000
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transaction to which the
statement relates:
[x] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
This Amendment No. 3 amends and supplements the tender offer statement on
Schedule TO (the "Amendment") filed by Jacksonville Restaurant Acquisition
Corp., a Delaware corporation ("Purchaser") on July 14, 2000, as amended by
Amendment No. 1 filed on August 9, 2000 and Amendment No. 2 filed on August 11,
2000 (as amended, the "Schedule TO"), and relates to the offer by Purchaser to
purchase up to a total of 1,200,000 of the outstanding shares of common stock,
no par value per share (the
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"Shares"), of Cucos Inc., a Louisiana corporation, at $1 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the related Letter of Transmittal, copies of which are
attached to the Schedule TO. Capitalized terms used and not defined herein shall
have the meaning ascribed to them in the Schedule TO.
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Items 1 through 9, 11 and 12.
Items 1 through 9, 11 and 12 of the Schedule TO, which incorporates by reference
the information contained in the Offer to Purchase, are hereby amended and
supplemented by adding thereto the following:
The Offer expired at 5:00 p.m., Eastern Time, on Friday, August 18, 2000.
Pursuant to the Offer, JRAC accepted for payment 1,200,000 Shares, representing
approximately 45.1% of the outstanding Shares. The Shares accepted for purchase
represent approximately 83.65% of the total number of Shares tendered and not
withdrawn in the Offer. The number of Shares accepted for payment from each
tendering shareholder was calculated on a pro rata basis (disregarding
fractions) according to the number of Shares tendered by each tendering
shareholder. On August 30, 2000, Cucos issued a press release announcing the
closing of the tender offer.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto
the following:
(a)(9) Press Release issued by Cucos Inc. on August 30, 2000.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify on
behalf of the filing person that the information set forth in this statement is
true, complete and correct.
Jacksonville Restaurant Acquisition Corp.
By: /s/ James W. Osborn
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Name: James W. Osborn
Title: President
Dated: August 30, 2000
EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(9) Press Release issued by Cucos Inc. on August 30, 2000.
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