EXHIBIT (e)(4)
April 17, 2000
Board of Directors
Cucos Inc.
110 Veterans Blvd.
Suite 222
Metairie, Louisiana 70005
Re: Proposed Tender Offer by Jacksonville
Restaurant Acquisition Corporation ("JRAC")
Gentlemen:
The purpose of this letter is follow up on our letter to you
of March 29, 2000 and to reconfirm to you our intention to make a
tender offer to all your shareholders for 1.2 million shares of
common stock of Cucos Inc. (the company) at a price of $1 per
share. We expect that we will deposit funds for the transaction
with a depositary (which we anticipate will be a New Orleans
bank) by May 12, 2000, begin the offer not later than May 19,
2000, and conclude the transaction by June 16, 2000.
The terms of the tender offer will be as follows:
- The offering price will be $1 a share.
- The offering will be for 1,200,000 shares of the no par
common stock of the company.
- Following the purchase of 1,200,000 and the conversion to
common stock of the 400,000 shares of preferred stock held by
JRAC, JRAC will hold approximately 52.2 percent of the
outstanding common stock of the company.
- If the tender offer is oversubscribed, the subscriptions
will be accepted on a pro rata basis.
- JRAC will vote its shares at the next annual meeting and the
immediately succeeding annual meeting to elect as directors: (1)
Elias Daher, (2) Lee Randall and (3) Tom McCormick.
- JRAC will (1) amend the by-laws of the company to require
that any material transaction (including the issuance of shares
other than pursuant to existing rights of conversion) between
JRAC or any of its affiliates and the company must be approved in
advance by the board of directors and (2) will not repeal or
modify that by-law at any time within 24 months of the date of
its adoption without the approval of a majority of directors
designated above.
- JRAC will enter a two year employment contract with Elias
Daher.
A preliminary draft of a Summary Term Sheet and Tender Offer
Statement is enclosed with this letter.
In order to proceed with our tender offer, we will need to
incur various fees and expenses and, accordingly, would like to
have from you a confirmation of your support of the proposed
transaction. For this reason, we ask you, by countersigning
this letter, to agree that (assuming that the tender offer is
made not later than May 19, 2000):
(1) You will amend your By-Laws under Section 136 of
the Louisiana Business Corporation to provide that the
provisions of Sections 135 through 140.2 thereof (the
Louisiana Control Share Statute) do not apply to
acquisition of the shares of the company, and you will
not rescind or modify this provision at any time before
the earlier of (i) the termination of the tender offer;
or (ii) 60 days after the start of the tender offer (to
allow for any necessary extension).
(2) Within five days of the commencement of the offer,
you will disseminate to your shareholders a statement
disclosing your support for the tender offer.
(3) You will take any other action (such as redeeming
any poison pill) necessary to permit consummation of
the tender offer without prejudice to our rights as
shareholders of the company.
Nonetheless, you may decline to recommend the tender offer,
withdraw any recommendation previously made, and/or recommend
against the tender offer in any of the following circumstances:
(1) if you receive an offer that you believe to be
more favorable to your shareholders, after prior notice
to us of the offer and its terms and we do not exercise
our right of first refusal with respect to such offer;
provided, however, that in any such case, you will
reimburse us for the reasonable out-of-pocket expenses
that we incur, after the date of your countersigning
below, in connection with the tender offer (not to
exceed $75,000); or
(2) if the timing or terms of our tender offer or the
disclosures in the Schedule TO differ from those
outlined above or included in the enclosed draft of the
Tender Offer Statement in ways that are materially
adverse, in your good faith judgment, to the interests
of the shareholders of the company; or
(3) If you do not receive a fairness opinion (or adequacy
opinion) from Chaffe & Associates to the effect that
the terms of the tender offer are fair to the
shareholders of the company.
Please understand that this letter is not intended to
abrogate or affect in any way our Agreement made in December 1999
or our rights thereunder.
Please indicate your agreement to the foregoing by your
signature below on or before April 20, 2000.
JACKSONVILLE RESTAURANT
ACQUISITION CORP.
By: /s/ Dennis A. Grinn
Dennis A. Grinn, Vice-President
Approved and agreed on this April 18, 2000.
CUCOS Inc.
By: /s/Frank Ferrara
Frank Ferrara, Chairman
