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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. 1)
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.
[_] 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: [_]
This Amendment No. 1 to the tender offer statement on Schedule TO (the
"Amendment") is filed by Jacksonville Restaurant Acquisition Corp., a Delaware
corporation ("Purchaser"), 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.
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Item 1. Summary Term Sheet.
Item 1 is hereby amended and supplemented as follows: The response to the
question entitled, "Do you have the financial resources to make payment?" in the
Summary Term Sheet in the Offer to Purchase is hereby amended and restated to
read in its entirety as follows:
"St. James Asset Investment, Inc. has loaned us approximately $1.2
million, which we will use to purchase up to 1,200,000 shares that are
validly tendered and not withdrawn in the offer. See Section 11--"Source
and Amount of Funds" of this Offer to Purchase."
Item 4. Terms of the Transaction.
Item 4 is hereby amended and supplemented as follows: The following sentence is
hereby added to the end of the first paragraph of Section 4, "Withdrawal
Rights," of the Offer to Purchase:
"Nevertheless, upon the terms and subject to the conditions of the Offer
(including, if we extend or amend the Offer, the terms and conditions of
any such extension or amendment), we will accept for payment and will pay
for all Shares validly tendered on or before the Expiration Date, and not
properly withdrawn, promptly after the Expiration Date, or else we will
return the Shares tendered by or on behalf of you promptly after
termination or withdrawal of the Offer."
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 is hereby amended and supplemented as follows: The following paragraph is
hereby added to the end of Section 11, "Source and Amount of Funds," of the
Offer to Purchase: "JRAC plans to repay all amounts advanced to it by St. James
to effect the Offer through its intended business expansion plan, which, as
described in the Line of Credit Agreement, involves JRAC's acquisition and
merger of Cucos and other private and/or public companies engaged in the
restaurant franchise business into a public company, and a secondary offering by
JRAC.
Item 11. Additional Information.
Item 11 is hereby amended and supplemented as follows: The last paragraph of
Section 15, "Conditions of the Offer," of the Offer to Purchase is hereby
amended to delete the reference to the SEC and to restate the second bullet
point in its entirety as follows:
"we are not permitted to delay acceptance of and payment for the Shares
except as may be necessary to comply in whole or in part with applicable
law if all other conditions of the Offer have been satisfied or waived at
or before expiration of the Offer."
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 9, 2000
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