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EXHIBIT (a)(4)
Offer to Purchase for Cash
Up to a Total of 1,200,000 Shares of Common Stock
of
Cucos Inc.
by
Jacksonville Restaurant Acquisition Corp.
The Offer, proration period and withdrawal rights will expire at 5:00 p.m.,
Eastern Time, on Friday, August 11, 2000, unless the Offer is extended.
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated July 14,
2000 (the "Offer to Purchase") and a related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Jacksonville Restaurant Acquisition
Corp., a Delaware corporation (the "Purchaser"), to purchase up to a total of
1,200,000 of the outstanding shares of common stock, no par value per share (the
"Shares"), of Cucos Inc., a Louisiana corporation (the "Company"), at a purchase
price of $1 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the Letter of Transmittal enclosed herewith.
We are the holder of record of Shares for your account. A tender of these
Shares can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase. Please note the following:
1. The offer price is $1 per Share, net to you in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer.
2. The Offer is being made for up to 1,200,000 Shares. If more than
1,200,000 Shares are tendered, Purchaser will purchase up to 1,200,000
of the tendered Shares on a pro rata basis based on the number of
Shares tendered by each tendering shareholder.
3. The board of directors of the Company has determined that the Offer is
fair to the Company's shareholders and that all shareholders should
have the opportunity to take advantage of the Offer.
4. The Offer, proration period and withdrawal rights will expire at 5:00
p.m., Eastern Time, on Friday, August 11, 2000 (the "Expiration Date")
unless the Offer is extended.
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5. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
6. The Offer is conditioned upon there being validly tendered in
accordance with the terms of the Offer and not withdrawn on or before
the Expiration Date at least 1,200,000 Shares. The Offer is also
subject to the satisfaction of certain other terms and conditions. See
Section 15--"Conditions of the Offer" in the Offer to Purchase.
7. Payment for Shares purchased under the Offer will in all cases be made
only after timely receipt by the Depositary of (a) Share Certificates
pursuant to the procedures set forth in Section 3 of the Offer to
Purchase, (b) the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature
guarantees, and (c) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering
stockholders at the same time, depending upon when Share Certificates
are actually received by the Depositary.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. Purchaser is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of Shares pursuant thereto, Purchaser shall make a good faith effort to comply
with such state statute or seek to have the such statute declared inapplicable
to the Offer. If, after such good faith effort, Purchaser cannot comply with
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) holders of Shares in such state.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form enclosed
with this letter. If you authorize the tender of your Shares, all such Shares
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 before the expiration of the Offer.
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Instructions with Respect to the
Offer to Purchase for Cash
Up to a Total of 1,200,000 of the Outstanding Shares of Common Stock
of
Cucos Inc.
by
Jacksonville Restaurant Acquisition Corp.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated July 14, 2000 and the related Letter of Transmittal of
Jacksonville Restaurant Acquisition Corp., a Delaware corporation, to purchase
up to a total of 1,200,000 of the outstanding shares of common stock, no par
value per share (the "Shares"), of Cucos Inc., a Louisiana corporation, at a
purchase price of $1 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase and the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.
Number of Shares to Be Tendered:* _____
Account No.: ____________________________
Dated: ___________________________ , 2000
SIGN HERE
_______________________________________
_______________________________________
Signature(s)
_______________________________________
_______________________________________
_______________________________________
_______________________________________
Print Name(s) and Address(es)
_______________________________________
_______________________________________
_______________________________________
Area Code and Telephone Number(s)
_______________________________________
Taxpayer Identification or Social
Security Number(s)
*Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
