<PAGE> 1
SCHEDULE 13E-4
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(AMENDMENT NO. 1)
UNO RESTAURANT CORPORATION
--------------------------
(Name of Issuer)
UNO RESTAURANT CORPORATION
------------------------------------
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
914900 10 5
-----------
(CUSIP Number of Class of Securities)
CRAIG S. MILLER, CHIEF EXECUTIVE OFFICER
UNO RESTAURANT CORPORATION
100 CHARLES PARK ROAD,
WEST ROXBURY, MASSACHUSETTS 02132 (617-323-9200)
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Steven R. London, Esq.
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
(617-856-8313)
June 12, 1997
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(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE> 2
CALCULATION OF FILING FEE:
TRANSACTION AMOUNT OF
VALUATION*$7,500,000.00 FILING FEE: $1,500.00
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* Based upon the purchase of 1,000,000 Shares of Common Stock, $.01 par value
(the maximum number of Shares offered to be purchased) at $7.50 per Share (the
maximum per Share purchase price which may be selected by the Company pursuant
to the tender offer).
[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and date of its filing.
Amount Previously Paid: $1,500.00
----------------------------------
Form or Registration No.: Schedule 13E-4
--------------------------------
Filing Party: Uno Restaurant Corporation
--------------------------------------------
Date Filed: June 12, 1997
----------------------------------------------
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ITEM 1. SECURITY AND ISSUER.
(a) Name: Uno Restaurant Corporation
Address of Principal Executive Office: 100 Charles Park Road, West Roxbury,
MA 02132
(b) Title of Securities Being Sought: Common Stock, par value $0.01 per share
(the "Shares")
Amount outstanding on June 11, 1997: 12,166,773 Shares
Information with respect to the exact amount of securities being sought and the
consideration being offered therefor is set forth in "Number of Shares;
Proration" beginning on Page 7 in the Offer to Purchase (the "Offer to
Purchase"), filed as Exhibit (a)(1) hereto, which is incorporated herein by
reference, as amended by Amendment to Offer dated July 9, 1997 (the
"Amendment"), filed as Exhibit (a)(8) hereof, which is incorporated herein by
reference. The executive officers, directors and affiliates of the Issuer have
advised the Issuer that they do not intend to tender any Shares pursuant to the
Offer.
(c) Information with respect to the principal market for and price range of the
Shares is set forth in "Price Range of Shares; Dividends" beginning on Page 14
in the Offer to Purchase, which is incorporated herein by reference.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Information with respect to source and amount of funds to be used for the
purchase of Shares is set forth in "Source and Amount of Funds" beginning on
Page 16 in the Offer to Purchase, which is incorporated herein by reference.
(b)(1) A summary of each loan agreement or arrangement containing the identity
of the parties, the term, the collateral, the stated and effective interest
rates, and other material terms or conditions relative to such loan agreements
is set forth in "Source and Amount of Funds" beginning on Page 16 in the Offer
to Purchase, which is incorporated herein by reference.
(2) No formal plans or arrangements have been made to repay such borrowings
under the credit agreement described in "Source and Amount of Funds" beginning
on Page 16 in the Offer to Purchase, which is incorporated herein by reference,
other than in accordance with the terms of such credit agreement.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Information with respect to the purpose of the tender offer and planned
disposition of the securities and possible effects of the tender offer is set
forth in "Background and Purpose of the Offer; Certain Effects of the Offer" and
"Interest of Directors and Executive Officers; Transactions and Arrangements
Concerning the Shares" beginning on Pages 14 and 20, respectively, in the Offer
to Purchase, which are incorporated herein by reference, as amended by the
Amendment which is incorporated herein by reference. Other than as indicated,
there are no current plans or proposals that relate to or would result in:
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<PAGE> 4
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of any securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer
including, but not limited to, any plans or proposals to change the number or
the term of directors, to fill any existing vacancy on the board or to change
any material term of the employment contract of any executive officer;
(e) Any material change in the present dividend rate or policy, or indebtedness
or capitalization of the Issuer;
(f) Any other material change in the Issuer's corporate structure or business;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of equity security of the Issuer to be delisted from a
national securities exchange, or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity security of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or
(j) The suspension of the Issuer's obligation to file reports pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the
Issuer, any of its executive officers or directors or any associate of any of
the foregoing has engaged in any transactions involving the Shares during the 40
business days prior to the date hereof, except as is set forth in "Interest of
Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares" beginning on Page 20 on Schedule A in the Offer to Purchase, which is
incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Neither the Issuer nor, to the knowledge of the Issuer, any of its
executive officers, directors, or affiliates is a party to any contract,
arrangement, understanding or relationship relating directly or indirectly to
the Offer and the securities of the Issuer, except as set forth in "Fees and
Expenses" beginning on Page 23 in the Offer to Purchase, which is incorporated
herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
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Information with respect to persons employed, retained or to be compensated
by the Issuer to make solicitations or recommendations in connection with the
tender offer is set forth in "Fees and Expenses" beginning on Page 23 in the
Offer to Purchase, which is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)(1) See the information set forth on pages 35-53 of the Company's Annual
Report on Form 10-K for the year ended September 29, 1996, filed as Exhibit
(g)(1) hereto, which is incorporated herein by reference.
(a)(2) See the information set forth on pages 3 through 6 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, filed as
Exhibit (g)(2) hereto, which is incorporated herein by reference. See also the
Company's Current Report on Form 8-K dated July 3, 1997, filed as Exhibit
(g)(3) hereto, which is incorporated herein by reference.
(a)(3)-(4) See "Certain Information Concerning the Company" beginning on Page 17
in the Offer to Purchase, which is incorporated herein by reference.
(b)(1)-(3) See "Certain Information Concerning the Company" beginning on Page 17
in the Offer to Purchase, which is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) To the Issuer's knowledge, none of its executive officers or directors is a
party to any material contract, arrangement, understanding or relationship
between such person and the Issuer which is material to a decision by a
stockholder whether to tender or hold Shares in the tender offer.
(b) There are no applicable regulatory requirements which must be complied with
or approvals which must be obtained in connection with the tender offer.
(c) Not applicable.
(d) There are no material pending legal proceedings relating to the tender
offer.
(e) Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith or incorporated by reference
herein to documents previously filed.
(a)(1) Form of Offer to Purchase dated June 12, 1997.*
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).*
(3) Form of Notice of Guaranteed Delivery.*
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(4) Form of Letter dated June 12, 1997 from Montgomery Securities (Dealer
Manager) to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(6) Form of Letter dated June 12, 1997 from Aaron D. Spencer, Chairman,
and Craig S. Miller, Chief Executive Officer of the Issuer, to the
stockholders of the Issuer.*
(7) Text of Press Release dated June 12, 1997.*
(8) Amendment to Offer dated July 9, 1997.
(9) Form of Letter dated July 9, 1997 from Montgomery Securities (Dealer
Manager) to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(10) Form of Letter dated July 9, 1997 from Aaron D. Spencer, Chairman, and
Craig S. Miller, Chief Executive Officer of the Issuer, to the
stockholders of the Issuer.
(b) $50,000,000 Revolving Credit and Term Loan Agreement dated as of
December 9, 1994 by and among Uno Restaurants, Inc., as Borrower, Uno
Foods Inc., Pizzeria Uno Corporation, URC Holding Company, Inc. and
Uno Restaurant Corporation, as Guarantors, and Fleet Bank of
Massachusetts, N.A. as Agent (without exhibits) filed as Exhibit 10(p)
to the Company's Annual Report on From 10-K for the fiscal year ended
October 2, 1994, and First Amendment to Revolving Credit and Term Loan
Agreement dated as of January 30, 1995, and Second Amendment to
Revolving Credit and Term Loan Agreement dated as of November 7, 1995
filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for
the fiscal year ended October 1, 1995, and the Third Amendment to
Revolving Credit and Term Loan Agreement dated as of March 29, 1996
filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 29, 1996.*
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Pages 35 through 53 of the Company's Annual Report on Form 10-K for
the year ended September 29, 1996.*
(g)(2) Pages 3 through 6 of the Company's Quarterly Report on Form 10-Q for
the quarter ended March 30, 1997.*
(g)(3) The Company's Current Report on Form 8-K dated July 3, 1997.
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*Previously filed.
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SIGNATURE
After due 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.
UNO RESTAURANT CORPORATION
/s/ Craig S. Miller
By:_________________________________________
Craig S. Miller, Chief Executive Officer
Dated: July 9, 1997
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<PAGE> 8
EXHIBIT INDEX
DESCRIPTION OF EXHIBIT
(a)(1) Form of Offer to Purchase dated June 12, 1997.*
(2) Form of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Substitute Form W-9).*
(3) Form of Notice of Guaranteed Delivery.*
(4) Letter dated June 12, 1997 from Montgomery Securities (Dealer Manager)
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(6) Form of Letter dated June 12, 1997 from Aaron D. Spencer, Chairman,
and Craig S. Miller, Chief Executive Officer of the Issuer, to the
stockholders of the Issuer.*
(7) Press Release dated June 12, 1997.*
(8) Amendment to Offer dated July 9, 1997.
(9) Form of Letter dated July 9, 1997 from Montgomery Securities (Dealer
Manager) to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(10) Form of Letter dated July 9, 1997 from Aaron D. Spencer, Chairman, and
Craig S. Miller, Chief Executive Officer of the Issuer, to the
stockholders of the Issuer.
(b) $50,000,000 Revolving Credit and Term Loan Agreement dated as of
December 9, 1994 by and among Uno Restaurants, Inc., as Borrower, Uno
Foods Inc., Pizzeria Uno Corporation, URC Holding Company, Inc. and
Uno Restaurant Corporation, as Guarantors, and Fleet Bank of
Massachusetts, N.A. as Agent (without exhibits) filed as Exhibit 10(p)
to the Company's Annual Report on From 10-K for the fiscal year ended
October 2, 1994, and First Amendment to Revolving Credit and Term Loan
Agreement dated as of January 30, 1995, and Second Amendment to
Revolving Credit and Term Loan Agreement dated as of November 7, 1995
filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for
the fiscal year ended October 1, 1995, and the Third Amendment to
Revolving Credit and Term Loan Agreement dated as of March 29, 1996
filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 29, 1996 (previously filed with the
Commission and incorporated by reference herein).*
(g)(1) Pages 35 through 53 of the Company's Annual Report on Form 10-K for
the year ended September 29, 1996.*
(2) Pages 3 through 6 of the Company's Quarterly Report on Form 10-Q for
the quarter ended March 30, 1997.*
(3) The Company's Current Report on Form 8-K dated July 3, 1997
(previously filed with the Commission and incorporated by reference
herein).
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*Previously Filed.
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<PAGE> 1
AMENDMENT
TO
OFFER BY
UNO RESTAURANT CORPORATION
TO PURCHASE FOR CASH UP TO 1,000,000 SHARES OF ITS COMMON STOCK AT A
PURCHASE PRICE NOT IN EXCESS OF $7.50 NOR LESS THAN $6.00 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED
UNTIL 5:00 P.M., NEW YORK CITY TIME ON JULY 25, 1997, UNLESS THE OFFER, AS
AMENDED, IS FURTHER EXTENDED.
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THE ORIGINAL OFFER. By Offer to Purchase dated June 12, 1997 (the "Offer to
Purchase"), Uno Restaurant Corporation (the "Company") invited its stockholders
to tender up to 1,000,000 shares (the "Shares") of its Common Stock, $.01 par
value per share (the "Common Stock") to the Company at prices, not in excess of
$7.50 nor less than $6.00 per share, specified by tendering stockholders, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal which accompanied the Offer to Purchase
(which together constitute the "Offer"). Pursuant to the Offer, the Company
will, upon the terms and subject to the conditions of the Offer, determine a
single per Share price (not in excess of $7.50 nor less than $6.00 per Share)
(the "Purchase Price") that it will pay for Shares properly tendered pursuant to
the Offer, taking into account the number of Shares so tendered and the prices
specified by tendering stockholders.
THE AMENDMENTS. The Company hereby amends the terms and conditions of the
Offer (the "Amendment"). The Offer originally provided that the Company would
select the lowest Purchase Price that would allow it to buy 1,000,000 Shares (or
such lesser number of Shares as are properly tendered at or below the Purchase
Price) pursuant to the Offer or such lesser number of Shares as may be necessary
in the discretion of the Company to maintain at least 300 record holders of
Shares after the completion of the purchase by the Company pursuant to the
Offer. The Company hereby amends the Offer to delete the provision that the
Company may purchase such lesser number of Shares below 1,000,000 as may be
necessary to maintain at least 300 record holders of Shares after the completion
of the Offer. In addition, the Company amends the Offer to add as a condition to
the Offer that the purchase by the Company of 1,000,000 Shares (or such lesser
number of Shares as are properly tendered at or below the Purchase Price) does
not reduce the total number of record holders of Shares to less than 300. As a
result of adding this provision as a condition to the Offer, the Company will
not accept for payment or purchase and pay for any Shares tendered and may
terminate or amend the Offer if such acceptance for payment and purchase would
reduce the total number of record holders of Shares to less than 300. However,
if the purchase by the Company of such Shares would reduce the total number of
record holders of Shares to less than 300,
<PAGE> 2
the Company currently intends to further amend the Offer to reduce the total
number of Shares invited to tender from 1,000,000 to such lesser number which
the Company will specify at that time in order to maintain at least 300 record
holders of Shares after the completion of the purchase by the Company pursuant
to the Offer as so amended. If the Company does so further amend the Offer, the
Company will also extend the Offer to the extent required by Rules 13e-4(d)(2)
and 13e-4(e)(2) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") for at least an additional ten (10) business days following and
including the date such further amendment is first published, sent or given.
REASONS FOR AMENDMENTS. The purchase of Shares pursuant to the Offer will
reduce the number of Shares that otherwise might trade publicly and will reduce
the number of stockholders. Section 12(g)(4) of the Exchange Act provides that
the Shares would become eligible for deregistration under the Exchange Act if
the number of holders of record of the Shares is reduced to less than 300. Rule
13e-3 of the Exchange Act also provides certain disclosure and other
requirements if certain transactions or series of transactions have either a
reasonable likelihood or a purpose of causing, among other results, any class of
equity securities of an issuer to be held of record by less than 300 holders. As
a result, the Company reserved the right in the original Offer to reduce the
number of Shares purchased to the extent necessary to maintain at least 300
record holders of Shares after the completion of the purchase by the Company.
However, the right to reduce the number of Shares purchased pursuant to the
Offer may have the effect of making the total number of Shares which are invited
to tender too indefinite. Consequently, the Company has amended the Offer to
remove this provision so the Offer, as amended, is for up to 1,000,000 Shares or
such lesser number of Shares as are properly tendered at or below the Purchase
Price. Since the Company currently has no plans or intention to become eligible
for deregistration under the Exchange Act, instead, the Offer, as amended, is
now conditioned upon maintaining at least 300 record holders of Shares.
Reference is made to the following sections of the Offer to Purchase which
are affected by this Amendment: "Cover Page," "Summary," "Introduction," "The
Offer - 1. Number of Shares; Proration," " - 3. Withdrawal Rights," " - 5.
Certain Conditions of the Offer," and " - 7. Background and Purpose of the
Offer; Certain Effects of the Offer." Except as specifically described in this
Amendment, the Offer, including the Offer to Purchase and Letter of Transmittal,
shall remain in full force and effect.
The Dealer Manager for the Offer is:
MONTGOMERY SECURITIES
The date of this Amendment to the Offer to Purchase
is July 9, 1997
<PAGE> 3
<TABLE>
The Depositary is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<S> <C>
BY MAIL: BY HAND:
Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway - 13th Floor
South Hackensack, NJ 07606 New York, NY 10271
BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER:
201-329-8936 Reorganization Department
Confirm Receipt of Notice of Guaranteed Delivery 120 Broadway - 13th Floor
201-296-4209 (or) 201-296-4381 New York, NY 10271
Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter of Transmittal may be directed to the Dealer Manager
or the Information Agent at their respective address and telephone number set
forth below. Stockholders may also contact their broker, dealer, commercial bank
or trust company for assistance concerning the Offer.
The Information Agent is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY HAND:
Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway - 13th Floor
South Hackensack, NJ 07606 New York, NY 10271
BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER:
201-329-8936 Reorganization Department
Confirm Receipt of Notice of Guaranteed Delivery 120 Broadway - 13th Floor
201-296-4209 (or) 201-296-4381 New York, NY 10271
For Information call 888-224-2745
The Dealer Manager is:
MONTGOMERY SECURITIES
BY MAIL: BY HAND:
Corporate Services Corporate Services
600 Montgomery Street, 12th Floor 600 Montgomery Street, 12th Floor
San Francisco, CA 94111 San Francisco, CA 94111
BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER:
415-249-5052 Corporate Services
600 Montgomery Street, 12th Floor
San Francisco, CA 94111
</TABLE>
For information call: 888-221-2656
<PAGE> 1
MONTGOMERY SECURITIES
600 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
July 9, 1997
To: Brokers, Dealers, Commercial Banks, Trust Companies
Other Nominees:
We are acting as Dealer Manager, on behalf of Uno Restaurant Corporation, a
Delaware Corporation (the "Company"), in connection with its Offer to Purchase
for cash up to 1,000,000 shares of its Common Stock, $.01 par value per share
(the "Common Stock" or the "Shares") at a price (in multiples of $0.125), not in
excess of $7.50 nor less than $6.00 per Share specified by the tendering
stockholders, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated June 12, 1997, and in the related Letter of Transmittal
(which together constitute the "Offer") and which we previously delivered to you
for distribution to your clients for whom you hold Shares registered in your
name (or in the name of your nominee).
The Company has amended the Offer to add as a condition that the purchase
by the Company of 1,000,000 Shares (or such lesser number of Shares as are
properly tendered at or below the Purchase Price) does not reduce the total
number of record holders of Shares to less than 300. In connection with this
condition of the Offer, the Company has also extended the Offer, Proration
Period and Withdrawal Rights until 5:00 P.M. New York City Time on July 25,
1997, unless the Offer, as amended, is further extended. The amendments are more
fully described in the copies of the Amendment which are enclosed.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Amendment to their attention as
promptly as possible. We have enclosed for your information and for forwarding
to your clients for whom you hold Shares registered in your name or in the name
of your nominee, copies of the Amendment and a letter dated July 9, 1997 from
Aaron D. Spencer, Chairman of the Company, and Craig S. Miller, Chief Executive
Officer of the Company, to the Company's stockholders.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED UNTIL
5:00 P.M. NEW YORK CITY TIME ON JULY 25, 1997, UNLESS THE OFFER, AS AMENDED, IS
FURTHER EXTENDED.
Any questions or requests for assistance or additional copies of the
Amendment, Offer to Purchase, and the Letter of Transmittal may be directed to
the Dealer Manager, Montgomery Securities, telephone 1-888-221-2656 or to the
Information Agent, ChaseMellon Shareholder Services L.L.C., telephone
1-888-224-2745.
Very truly yours,
MONTGOMERY SECURITIES
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.
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<PAGE> 1
[LOGO]
UNO RESTAURANT CORPORATION
100 CHARLES PARK ROAD
WEST ROXBURY, MA 02132
(617) 323-9200
July 9, 1997
Dear Stockholder:
As you were notified previously, Uno Restaurant Corporation (the "Company")
is offering to purchase up to 1,000,000 shares of its Common Stock, $.01 par
value per share (the "Common Stock or the "Shares"), from its stockholders at a
price not in excess of $7.50 nor less than $6.00 per share (the "Offer"). The
Company is conducting the Offer through a procedure commonly referred to as a
"Dutch Auction" which allows you to select the price, within the range of $6.00
to $7.50 per Share, at which you are willing to sell your Shares to the Company.
The Company will select the lowest purchase price that will allow it to purchase
up to 1,000,000 Shares and that same price will be paid for all Shares purchased
in the Offer.
The purpose of this letter is to notify you of an amendment to the Offer.
As more fully explained in the accompanying Amendment, the Company has added as
a condition to the Offer that the purchase by the Company of 1,000,000 Shares
(or such lesser number of Shares as are properly tendered at or below the
purchase price) does not reduce the total number of record holders of Shares to
less than 300.
In connection with this condition of the Offer, the Company has also
extended the Offer, Proration Period and Withdrawal Rights until 5:00 P.M., New
York City Time on July 25, 1997, unless the Offer, as amended, is further
extended.
We encourage you to read the enclosed Amendment carefully before making any
decision with respect to the Offer. If you have any questions or request for
assistance or for additional copies of the Amendment, the Offer to Purchase and
the Letter of Transmittal, you may call the Information Agent for the Offer,
ChaseMellon Shareholder Services L.L.C. at 888-224-2745.
Very truly yours,
Aaron D. Spencer, Chairman
Craig S. Miller, Chief Executive Officer
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EACH STOCKHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES.
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