SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 14D-9
(Rule 14D-101)
Solicitation/Recommendation Statement Under Section 14(D)(4)
of the Securities Exchange Act of 1934
_________________________
CUCOS INC.
(Name of Subject Company)
CUCOS INC.
(Name of Person(s) Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
229725106
(CUSIP Number of Class of Securities)
___________________
James W. Osborn, President
Cucos Inc.
110 Veterans Boulevard, Suite 222
Metairie, Louisiana 70005
(504) 835-0306
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Virginia Boulet, Esq.
Phelps Dunbar LLP
365 Canal Street, Suite 2000
New Orleans, Louisiana 70130
(504) 5661311
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender
offer.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") relates is Cucos Inc., a Louisiana corporation
(the "Company"). The address of the principal executive office
of the Company is 110 Veterans Boulevard, Metairie, Louisiana
70005. The telephone number of the principal executive office of
the Company is (504) 835-0306.
The title of the class of equity securities to which this
Schedule 14D-9 relates is the common stock, no par value (the
"Shares"), of the Company. As of July 1, 2000, there were
2,663,605 Shares outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The name, business address and business telephone number of
the Company, which is the person filing this Schedule 14D-9, are
set forth in Item 1. above.
This Schedule 14D-9 relates to the tender offer by
Jacksonville Restaurant Acquisition Corp., a Delaware corporation
(the "Purchaser"), disclosed in a Tender Offer Statement on
Schedule TO (as amended or supplemented from time to time, the
"Schedule TO"), dated July 14, 2000, to purchase up to 1,200,000
of the outstanding Shares at a purchase price of $1.00 per share,
net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 14,
2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (the "Letter of Transmittal," which, together with
the Offer to Purchase, as each may be amended or supplemented
from time to time, collectively constitute the "Offer"). If the
full 1,200,000 Shares are tendered in the Offer, then the
Purchaser will hold (together with 400,000 shares of the
Company's Series A Preferred Stock, no par value per share,
currently held by the Purchaser and which are presently
convertible into 400,000 Shares) approximately 52% of the voting
power of the Company.
The Schedule TO states that the principal executive office
of the Purchaser is located at 2211 Brighton Bay Trail,
Jacksonville, Florida 32246.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
As of the date of this Schedule 14D-9, there exists no
material agreement, arrangement or understanding or any actual or
potential conflict of interest between the Company or its
affiliates and (1) the Company's executive officers, directors or
affiliates or (2) the Purchaser or its executive officers,
directors or affiliates, except
- Agreements between the Company and the Purchaser discussed
in Section 12 - "Background of the Offer; Past Contacts or
Negotiations with the Company" of the Schedule TO (and attached
hereto as Exhibits (e)(2), (3) and (4));
- James W. Osborn is the President, Chief Executive Officer
and a director and shareholder of both the Company and the
Purchaser; and
- Calvin Cox, a director of the Company, is also an officer,
director and shareholder of the Purchaser.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(A) Recommendation of the Company Board.
At a meeting held on May 16, 2000, the Company board
determined unanimously that the Offer is fair to the shareholders
of the Company from a financial point of view and that all
shareholders should have the opportunity to take advantage of the
Offer. The Company board strongly recommends that all
shareholders seriously consider the Offer and carefully read the
Offer to Purchase.
(B) Reasons or Background for the Recommendation.
Over the past several years, the Company has suffered
unexpected substantial declines in revenues and earnings. In
late 1999, these losses caused the Company to default on the
terms of its credit facility (the "Credit Facility") to its major
commercial lender. The Company continues to be in default of the
Credit Facility, and is unable to pay a substantial amount of its
accounts payable to vendors. The Company has negative net worth,
and there can be no assurance that the Company will continue as a
going concern.
The Company board considered these and other matters in
analyzing the Offer. The board has also based its determination
that the Offer is fair to the shareholders from a financial point
of view on an opinion (the "Opinion") that it received from
Chaffe & Associates, Inc., the Company's financial advisor. The
Opinion, a copy of which is attached hereto as Annex I, states
that the Offer is fair to the Company's shareholders from a
financial point of view.
The Chairman of the Board intends to tender his Shares.
Other directors, each of whom owns fewer Shares than the
Chairman, do not intend to tender their Shares. All directors
recommend that the shareholders review the Opinion, review the
terms of the Offer and seriously consider the Offer.
(C) Intent to Tender.
To the knowledge of the Company after reasonable inquiry,
none of the Company's executive officers intend to tender Shares
in the Offer except for the Chairman of the Board. To the
knowledge of the Company after reasonable inquiry, several of the
Company's directors do not intend to tender Shares held of record
or beneficially owned by them in the Offer.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED
The Company has agreed to pay Chaffe & Associates, Inc.
("Chaffe & Associates") a fee in the amount of $16,000 for its
financial advisory services in connection with the Offer. The
Company has also agreed to indemnify Chaffe & Associates and
related persons against liabilities, including liabilities under
the federal securities laws, arising out of Chaffe & Associates'
engagement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
No transactions in the Shares have been effected during the
past 60 days by the Company or, to the knowledge of the Company,
any of its executive officers or directors.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Except as set forth in this Schedule 14D-9, the Company is
not currently undertaking or engaged in any negotiations in
response to the Offer that relate to:
1. A tender offer for or other acquisition of the Company's
securities by the Company or any other person;
2. An extraordinary transaction, such a merger, reorganization
or liquidation, involving the Company;
3. A purchase, sale or transfer of a material amount of assets
of the Company; or
4. Any material change in the present indebtedness or
capitalization of the Company.
There are no transactions, resolutions of the Company's
board of directors, agreements in principle, or signed contracts
in response to the Offer that relate to one or more of the events
referred to in the preceding paragraph.
ITEM 8. ADDITIONAL INFORMATION.
The Board of Directors of the Company has amended the
Company's by-laws to opt out of the Louisiana Control Share
Acquisition Statute in order to facilitate the Offer. The
Company's "poison pill" expired by its own terms in early 2000
and will not apply to the Offer.
ITEM 9. EXHIBITS.
(a)(1) Offer to Purchase, dated July 14, 2000 (incorporated
herein by reference to Exhibit (a)(1) to the Tender
Offer Statement on Schedule TO of Jacksonville
Restaurant Acquisition Corp. filed on July 14, 2000).
(a)(2) Letter of Transmittal (incorporated herein by reference
to Exhibit (a)(2) to the Tender Offer Statement on
Schedule TO of Jacksonville Restaurant Acquisition
Corp. filed on July 14, 2000).
(a)(3) Chairman's Letter to Shareholders of Cucos Inc., dated
June 8, 2000.*
(a)(4) Press Release of Cucos Inc. dated July 14, 2000
(incorporated herein by reference to Exhibit (a)(6) to
the Tender Offer Statement on Schedule TO of
Jacksonville Restaurant Acquisition Corp. filed on July
14, 2000).
(e)(1) Opinion of Chaffe & Associates, Inc. to the Board of
Directors of Cucos Inc., dated May 31, 2000 (included
as Annex I to the Schedule 14D-9 and incorporated
herein by reference thereto).
(e)(2) Agreement dated December 1, 1999, between Cucos Inc.
and Jacksonville Restaurant Acquisition Corp.
(e)(3) Modification Agreement dated January 25, 2000, between
Cucos Inc. and Jacksonville Restaurant Acquisition
Corp.
(e)(4) Letter Agreement dated April 18, 2000, between Cucos
Inc. and Jacksonville Restaurant Acquisition Corp.
*Included in offering materials mailed to shareholders of Cucos
Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: July 24, 2000
CUCOS INC.
By: /s/ James W. Osborn
Name: James W. Osborn, President
