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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. 2)
UNO RESTAURANT CORPORATION
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(Name of Issuer)
UNO RESTAURANT CORPORATION
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(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
914900 10 5
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(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)
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(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)
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CALCULATION OF FILING FEE:
TRANSACTION AMOUNT OF
VALUATION*$8,453,368.00 FILING FEE: $1,690.67
* Based upon the purchase of 1,207,624 Shares of Common Stock, $.01 par value
(the maximum number of Shares offered to be purchased) at $7.00 per Share (the
per Share purchase price which was selected by the Company pursuant to the
tender offer).
[ X ] 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
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Form or Registration No.: Schedule 13E-4
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Filing Party: Uno Restaurant Corporation
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Date Filed: June 12, 1997
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INTRODUCTORY STATEMENT
This Amendment No. 2 amends the Issuer Tender Offer Statement on Schedule
13E-4, as amended (the "Schedule 13E-4") previously filed with the Securities
and Exchange Commission by Uno Restaurant Corporation, a Delaware corporation
(the "Issuer"), in connection with the Issuer's offer to purchase up to
1,000,000 shares of its Common Stock, par value $0.01 per share at prices not in
excess of $7.50 nor less than $6.00 per share, upon the terms and subject to the
conditions of the Offer to Purchase, filed as Exhibit (a)(11) hereto, which is
incorporated herein by reference, as amended by the Amendment to Offer dated
July 9, 1997, filed as Exhibit (a)(8) hereto, which is incorporated herein by
reference. The tender offer was terminated at 5:00 p.m., New York City time, on
July 25, 1997.
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.
The tender offer expired at 5:00 p.m., New York City time, on July 25, 1997. The
exact amount of shares of Common Stock acquired pursuant to the Offer was
1,207,624, at a purchase price of $7.00 per share, for a total aggregate
purchase price of $8,453,368, plus the fees and expenses associated with the
tender offer. The Issuer accepted all shares tendered at or below the $7.00 per
share price, including the 207,624 shares tendered in excess of 1,000,000 shares
so that no stockholders who tendered at or below that price would be pro rated.
(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
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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:
(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.
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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.
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.
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(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.*
(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.*
(11) Text of Press Release dated July 30, 1997.
(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.
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(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
By: /s/ Aaron D. Spencer
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Aaron D. Spencer, Chairman
Dated: August 5, 1997
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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.*
(11) Text of Press Release dated July 30, 1997.
(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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EXHIBIT (a)(11)
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UNO ANNOUNCES FINAL AND CORRECTED RESULTS OF TENDER OFFER
Boston, Massachusetts, July 30, 1997 -- Uno Restaurant Corporation (NYSE: UNO)
announced today the final results of its tender offer for shares of its Common
Stock and corrects its prior announcement of preliminary results. A total of
1,813,462 shares of Common Stock had been tendered. The Company will pay $7.00
per share for a total of 1,207,624 shares tendered at or below that price. The
tender offer expired at 5:00 P.M., New York City time, on July 25, 1997. The
Company previously announced that approximately 1,275,457 shares of Common Stock
were tendered (including 565,575 shares tendered by notice of guaranteed
delivery) and that it would pay $7.25 per share for 1,026,659 shares.
The terms of the tender offer provided that the Company would purchase up to
1,000,000 shares of its Common Stock at prices, not in excess of $7.50 nor less
than $6.00 per share, specified by tendering stockholders. The terms of the
tender offer also provided that the Company would select the lowest price that
would allow it to buy up to 1,000,000 shares.
A total of 1,207,624 shares were tendered at or below the $7.00 per share price.
The Company will accept for payment all shares tendered at or below the $7.00
per share price, including the 207,624 shares tendered in excess of 1,000,000
shares so no stockholders who tendered at or below that price will be pro rated.
All shares not purchased by the Company, including those shares tendered at
prices in excess of the $7.00 purchase price will be returned to stockholders
promptly. Payment for the shares will be made promptly.
The total number of shares tendered represents approximately 15% of the total
number of shares outstanding, and the 1,207,624 shares tendered at or below the
$7.00 per share price which the Company will accept for payment represents
approximately 10% of the outstanding.
Uno Restaurant Corporation currently operates 90 "Pizzeria Uno...Chicago Bar &
Grill" casual dining, full-service restaurants primarily from New England to
Virginia, as well as Florida, Chicago and Denver, and franchises 65 units in 19
states, the District of Columbia, and Puerto Rico. The Company also operates a
consumer foods division, which supplies American Airlines, movie theaters,
hotels and supermarkets in the Northeast with both frozen and refrigerated
Pizzeria Uno brand products, as well as certain private label products.
CONTACT: Bob Brown, Senior Vice President (617) 323-9200 (ext. 221)
