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EXHIBIT (a)(7)
SUMMARY ADVERTISEMENT AS PUBLISHED
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
only by the Offer to Purchase, dated July 14, 2000, and the related Letter of
Transmittal (and any amendments or supplements thereto), and is being made to
all holders of Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. The Purchaser
(as defined below) may, however, in its discretion, take such action as it may
deem necessary to make the Offer in any jurisdiction and extend the Offer to
holders of Shares in such jurisdiction.
Notice of Offer to Purchase for Cash
Up to a Total of 1,200,000 of the Outstanding Shares of Common Stock
of
Cucos Inc.
at
$1 Net Per Share
by
Jacksonville Restaurant Acquisition Corp.
Jacksonville Restaurant Acquisition Corp., a Delaware corporation (the
"Purchaser"), is offering 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 price of $1 per Share,
net to the seller in cash (less any required withholding taxes), without
interest thereon, on 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 (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Tendering
shareholders who have Shares registered in their names and who tender directly
to Hibernia National Bank (the "Depositary") will not be charged brokerage fees
or commissions or, subject to Instruction 6 of the Letter of Transmittal,
transfer taxes on the purchase of Shares under the Offer. Shareholders who hold
their Shares through a broker or bank should consult such institution as to
whether it charges any service fees. Purchaser will pay all charges and expenses
the Depositary incurred in connection with the Offer.
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.
The Offer is conditioned upon, among other things, the satisfaction or
waiver of certain conditions, including there being validly tendered in
accordance with the terms of the Offer and not withdrawn before the expiration
of the Offer at least 1,200,000 Shares (the "Minimum Condition"). The Offer is
also subject to the satisfaction of certain other conditions. See Section 15 of
the Offer to Purchase.
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The purpose of the Offer is for Purchaser to acquire a majority voting
interest in the Company.
The board of directors of the Company has determined that the Offer is fair
to the Company's shareholders from a financial point of view and that all
shareholders should have the opportunity to take advantage of the Offer. The
board of directors may change its position with respect to the Offer under
specified circumstances. See Section 12 of the Offer to Purchase.
For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment under the
Offer. In all cases, on the terms and subject to the conditions of the Offer,
payment for Shares purchased under the Offer will be made by deposit of the
purchase price with the Depositary, which will act as agent for tendering
shareholders for the purpose of receiving payment from the Purchaser and
transmitting such payment to tendering shareholders. Under no circumstances will
interest on the purchase price of Shares be paid by the Purchaser because of any
delay in making any payment. Payment for Shares tendered and accepted for
payment under the Offer will be made only after timely receipt by the Depositary
of (i) certificates for such Shares, under the procedures set forth in the Offer
to Purchase, (ii) a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile thereof) with all required signature guarantees,
and (iii) any other documents required by the Letter of Transmittal.
If any of the conditions set forth in the Offer to Purchase that relate to
the Purchaser's obligations to purchase the Shares are not satisfied by 5:00
p.m., Eastern Time, on Friday, August 11, 2000 (or any other time then set as
the Expiration Date), the Purchaser may elect to (i) extend the Offer and,
subject to applicable withdrawal rights, retain all tendered Shares until the
expiration of the Offer, as extended, (ii) subject to complying with applicable
rules and regulations of the SEC, accept for payment all Shares so tendered and
not extend the Offer, or (iii) terminate the Offer and not accept for payment
any Shares and return all tendered Shares to tendering shareholders. The term
"Expiration Date" means 5:00 p.m., Eastern Time, on Friday, August 11, 2000,
unless the Purchaser shall have extended the period of time for which the Offer
is open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by the Purchaser, shall expire.
Subject to the terms and conditions set forth in the Offer to Purchase and
the applicable rules and regulations of the SEC, the Purchaser reserves the
right (but will not be obligated), at any time or from time to time in its sole
discretion, to extend the period during which the Offer is open or to amend the
Offer in any other respect by giving oral or written notice of such extension or
amendment to the Depositary and by making a public announcement of such
extension or amendment. There can be no assurance that the Purchaser will
exercise its right to extend or amend the Offer. Any extension of the period
during which the Offer is open will be followed, as promptly as practicable, by
public announcement thereof, such announcement to be issued not later than 9:00
a.m., Eastern Time, on the next business day after the previously scheduled
Expiration Date. During any such extension, all Shares previously tendered and
not withdrawn will remain subject to the Offer, subject to the rights of a
tendering shareholder to withdraw such shareholder's Shares.
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Shares tendered under the Offer may be withdrawn at any time before the
Expiration Date and, unless theretofore accepted for payment under the Offer,
also may be withdrawn at any time after September 10, 2000. Except as otherwise
provided in Section 4 of the Offer to Purchase, tenders of Shares made pursuant
to the Offer are irrevocable. For a withdrawal of Shares tendered pursuant to
the Offer to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back of the Offer to Purchase. Any notice of withdrawal must
specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name in which the certificates
representing such Shares are registered if different from that of the person who
tendered the Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, then, before the physical
release of such certificates, the serial numbers shown on such certificates must
be submitted to the Depositary and, unless such certificates have been tendered
by an Eligible Institution (as defined in the Offer to Purchase), the signature
on the notice of withdrawal must be guaranteed by an Eligible Institution.
Withdrawals of Shares may not be rescinded, and any Shares properly withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer, but
may be tendered at any subsequent time before the Expiration Date by following
any of the procedures described in Section 3 of the Offer to Purchase. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination will be final and binding on all parties.
The receipt of cash in exchange for Shares under the Offer will be a
taxable transaction for U.S. federal income tax purposes and may also be a
taxable transaction under applicable state, local or foreign tax laws.
Generally, a shareholder who receives cash in exchange for Shares under the
Offer will recognize gain or loss for U.S. federal income tax purposes equal to
the difference between the amount of cash received and such shareholder's
adjusted tax basis in the Shares exchanged therefor. If the Shares constitute
capital assets in the hands of the shareholder, the gain or loss will be capital
gain or loss and will be long-term capital gain or loss if the holder has held
the Shares for more than one year at the time of sale. The maximum U.S. federal
income tax rate applicable to individual taxpayers on long-term capital gain is
20%, and the deductibility of capital losses is subject to limitations. All
shareholders should consult with their own tax advisors as to the particular tax
consequences of the Offer to them, including the applicability and effect of the
alternative minimum tax and any state, local or foreign income and other tax
laws and of changes in the tax laws. For a more complete description of certain
U.S. federal income tax consequences of the Offer, see Section 5 of the Offer to
Purchase.
The information required to be disclosed under Rule 14d-6(d)(1) of the
General Rules and Regulations under the Exchange Act, is contained in the Offer
to Purchase and is incorporated herein by reference.
The Company has provided to the Purchaser its list of shareholders and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
mailed to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the shareholder
list or, if applicable, who are
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listed as participants in a clearing agency's security position listing, for
subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain
important information that should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance and copies of the Offer to
Purchase, the Letter of Transmittal and all other tender offer materials may be
directed to James W. Osborn or Mary Ann Brockhaus at the address and telephone
numbers set forth below, and will be furnished promptly at the Purchaser's
expense. The Purchaser will not pay any fees or commissions to any broker or
dealer or any other person for soliciting tenders of Shares under the Offer.
Cucos Inc.
110 Veterans Boulevard
Suite 222
Metairie, Louisiana 70005
James W. Osborn Mary Ann Brockhaus
(504) 835-0306 (504) 836-3111
July 14, 2000
