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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
(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
September 29, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE:
TRANSACTION AMOUNT OF
VALUATION* $1,923,047 FILING FEE: $384.61
---------- -------
* Based upon the purchase of 274,721 Shares of Common Stock, $.01 par value 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: $1,400.00
-------------------
Form or Registration No.: Schedule 13E-4
-----------------
Filing Party: Uno Restaurant Corporation
----------------------------
Date Filed: September 29, 1998
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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 $7.00 nor less than $5.75 per share, upon the terms and subject to
the conditions of the Offer to Purchase, filed as Exhibit(a)(1) hereto, which
is incorporated herein by reference. The tender offer terminated at 5:00 p.m.,
New York City time, on October 30, 1998.
Pursuant to Rule 13e-4(c)(3) and General Instruction D of Schedule 13E-4,
the Schedule 13E-4 is hereby amended and supplemented as set forth in this
Amendment No. 2.
ITEM 1. SECURITY AND ISSUER.
Sub-Item(b) of Item 1 to the Schedule 13E-4 is hereby amended and
supplemented by adding at the end of Sub-Item (b) the following:
The tender offer expired at 5:00 p.m., New York City time, on October 30,
1998. The exact number of shares of Common Stock acquired pursuant to the
Offer was 274,721, at a purchase price of $7.00 per share, for a total
aggregate purchase price of $1,923,047, 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.
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 September 29, 1998.*
(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 from BancBoston Robertson Stephens Inc. (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 September 29, 1998 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 September 29, 1998.*
(8) Text of Press Release dated October 9, 1998.*
(9) Text of Press Release dated November 2, 1998.
(10) Text of Press Release dated November 5, 1998.
(b) $55,000,000 Amended and Restated Revolving Credit and Term Loan Agreement
dated as of November 4, 1997 by and among Uno Restaurants, Inc., and Saxet
Corp., as borrowers, Uno Foods Inc., Pizzeria Uno Corporation, URC Holding
Company, Inc. and Uno Restaurant Corporation, as guarantors, and Fleet National
Bank, as agent and BankBoston N.A. as co-agent, filed as Exhibit 10(s) to the
Company's Annual Report on Form 10-K for the fiscal year ended September 28,
1997.
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(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g)(1) Pages 33 through 52 of the Company's Annual Report on Form 10-K for the
year ended September 28, 1997.*
(g)(2) Pages 3 through 7 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 28, 1998.*
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* Previously filed.
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/ Craig S. Miller
----------------------------------------
Craig S. Miller, Chief Executive Officer
Dated: November 6, 1998
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EXHIBIT INDEX
DESCRIPTION OF EXHIBIT
(a)(1) Form of Offer to Purchase dated September 29, 1998.*
(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 from BancBoston Robertson Stephens (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 September 29, 1998 from Craig S. Miller, President
of the Issuer, to the stockholders of the Issuer.*
(7) Press Release dated September 29, 1998.*
(8) Press Release dated October 9, 1998.*
(9) Text of Press Release dated November 2, 1998.
(10) Text of Press Release dated November 5, 1998.
(g)(1) Pages 33 through 52 of the Company's Annual Report on Form 10-K for the
year ended September 28, 1997.*
(g)(2) Pages 3 through 7 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 28, 1998.*
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* Previously filed.
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Exhibit 9
---------
NEWS RELEASE
[UNO LETTERHEAD]
UNO ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER
Boston, Massachusetts, November 2, 1998 -- Uno Restaurant Corporation (NYSE:UNO)
announced today the preliminary results of its tender offer for shares of its
Common Stock. The tender offer expired at 5:00 P.M., New York City time, on
October 30, 1998. Based on a preliminary count, approximately 274,721 shares of
Common Stock had been tendered and not withdrawn (including approximately 14,308
shares tendered by notice of guaranteed delivery). Uno will pay $7.00 per share
for all shares tendered at or below that price. Payment for the shares will be
made promptly. The total number of shares tendered represents approximately 3%
of the total number of shares outstanding.
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 $7.00 nor less
than $5.75 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.
Uno Restaurant Corporation currently operates 95 "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 63 units in 20
states, the District of Columbia, Puerto Rico and Seoul, Korea. The Company also
operates a consumer foods division, which supplies American Airlines, movie
theaters, hotel restaurants and supermarkets in the Northeast with both frozen
and refrigerated Pizzeria Uno brand products, as well as certain private label
products.
CONTACT: Bob Vincent, Chief Financial Officer (617) 323-9200 (ext. 5215)
<PAGE> 1
Exhibit 10 NEWS RELEASE
----------
[UNO LETTERHEAD]
UNO RESTAURANT CORPORATION REPORTS FINAL FOURTH QUARTER,
FULL YEAR RESULTS FOR FISCAL YEAR 1998 AND FINAL RESULTS OF TENDER OFFER
Boston, Massachusetts, November 5, 1998 -- Uno Restaurant Corporation
(NYSE:UNO), today announced its final fiscal year 1998 fourth quarter and full
year financial results. Net income for the fiscal year ended September 27, 1998
was $5,387,000, or $.49 per diluted share, compared to net income of $2,673,000,
or $.22 per diluted share, for fiscal year 1997. The results for the year
include a charge net of taxes of $636,000 or $.06 per diluted share for the
cumulative effect of a change in accounting in conjunction with the company's
adoption of SOP 98-5 "Reporting the Costs of Start-Up Activities" which requires
that pre-opening costs be expensed as incurred. Results for fiscal year 1997,
include special charges, principally FAS 121 charges, of $2,640,000 on an
after-tax basis, or $.22 per diluted share. Revenue for fiscal 1998 increased
7.4% to $191 million from $178 million last year and system-wide sales increased
by 6.8% to $279 million. System-wide comparable store sales grew by .7% and
average weekly sales improved by 2.3%. Comparable store sales for company units
grew by 1.3% and average weekly sales improved by 2%. Net income for the fourth
quarter of fiscal 1998 was $2,194,000, or $.20 per diluted share, compared to
net income of $1,836,000, or $.16 per diluted share for fiscal 1997. Revenue for
the fourth quarter of fiscal 1998 increased 6.1% to $50.7 million from $47.8
million while system-wide comparable store sales increased by 1.6% and average
weekly sales improved by 4%. Company comparable store sales increased by 2.5%
and average weekly sales improved by 3.7%.
Commenting on the results, Craig S. Miller, President and CEO, stated, "We are
pleased with the progress the company has made since establishing a more focused
strategy. We have reformulated the Uno concept from principally a pizza based
restaurant to a broader full-service casual restaurant under the banner
"Pizzeria Uno...Chicago Bar & Grill." We have been closing under performing and
non-representative units in both the company and franchised system. We have
established new operating standards with industry leading initiatives for
compensation and training to attract and retain the best employees. We have
expanded our research and development center to develop new products that create
the WOW factor necessary to drive customer traffic and generate higher sales
volumes. We believe that this effort has produced 22 consecutive weeks of
average weekly sales growth. This momentum has continued through October as
company volumes were up approximately 7% from last year. All of the initiatives
have positively impacted our financial performance as the company exceeded its
goal of 20% EPS growth for each quarter during the year. Our favorable business
trends give us confidence that our concept can generate greater levels of
profitability and position us for more exciting growth during the coming years."
The company anticipates opening 6-8 company restaurants and 10-12 franchise
units during its current fiscal year and establishing more aggressive unit
expansion targets for fiscal year 2000.
The company's tender offer for shares of its Common Stock has been completed.
The company offered to purchase up to 1,000,000 shares of its Common Stock at a
price, not in excess of $7.00 nor less than $5.75 per share. As announced in the
company's preliminary results on November 2, 1998, only 274,721 shares were
tendered and the company will pay $7.00 per share for all tendered shares. The
tendered shares represent approximately 3% of total shares outstanding.
Uno Restaurant Corporation currently has a total of 160 "Pizzeria Uno...Chicago
Bar & Grill" casual dining, full-service restaurants. The system includes 96
company units and 64 franchise locations in 28 states, the District of Columbia,
Puerto Rico and Seoul, Korea. The company also operates a consumer foods
division, which supplies American Airlines, movie theaters, hotel restaurants
and supermarkets in the Northeast with both frozen and refrigerated Pizzeria Uno
brand products, as well as certain private label products.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements involve risks and
uncertainties which could cause actual results to differ from those projected,
including without limitation, the company's ability to open new restaurants and
operate new and existing restaurants profitably, changes in local, regional,
national and international economic conditions, especially economic conditions
in the areas in which the company's restaurants are concentrated, increasingly
intense competition in the casual-dining segment of the restaurants industry,
increases in food, labor, employee benefits and similar costs, and other risks
detailed from time to time in the company's periodic reports filed with the
Securities and Exchange Commission.
CONTACT: Bob Vincent, Chief Financial Officer (617) 323-9200 (ext. 5215)
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UNO RESTAURANT CORPORATION
(Amounts in thousands except per share data)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
---------------------------------------------
SEPTEMBER 27,1998 SEPTEMBER 28,1997
------------------- -------------------
AMOUNT PERCENT AMOUNT PERCENT
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue:
Restaurant sales $47,172 93.1% $43,975 92.1%
Consumer product sales 2,301 4.5 2,589 5.4
Franchise income 1,200 2.4 1,194 2.5
------- ----- ------- -----
50,673 100.0% 47,758 100.0%
Costs and expenses:
Cost of sales (a) 13,090 26.5 11,687 25.1
Labor and benefits (a) 14,903 30.1 14,187 30.5
Occupancy (a) 6,963 14.1 7,140 15.3
Other operating costs (a) 4,717 9.5 4,178 9.0
General and administrative 3,837 7.6 3,796 7.9
Depreciation and amortization (a) 3,047 6.2 3,148 6.8
------- ----- ------- -----
46,557 91.9 44,136 92.4
------- ----- ------- -----
Operating income 4,116 8.1 3,622 7.6
Interest and other expense (840) (1.7) (840) (1.8)
------- ----- ------- -----
Income before income taxes 3,276 6.4 2,782 5.8
Provision for income taxes 1,082 2.1 946 2.0
------- ----- ------- -----
Net income $ 2,194 4.3% $ 1,836 3.8%
======= ===== ======= =====
Basic and Diluted Earnings per Share $ .20 $ .16
Weighted average shares outstanding:
Basic 10,703 11,212
Diluted 10,761 11,264
</TABLE>
(a) Percent of restaurant and consumer product sales.
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UNO RESTAURANT CORPORATION
(Amounts in thousands except per share data)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------------------------------
SEPTEMBER 27,1998 SEPTEMBER 28,1997
-------------------- --------------------
AMOUNT PERCENT AMOUNT PERCENT
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenue:
Restaurant sales $177,343 92.7% $164,389 92.4%
Consumer product sales 9,384 4.9 9,115 5.1
Franchise income 4,549 2.4 4,516 2.5
-------- ----- -------- -----
191,276 100.0% 178,020 100.0%
Costs and expenses:
Cost of sales (a) 48,567 26.0 43,994 25.4
Labor and benefits (a) 58,139 31.1 54,183 31.2
Occupancy (a) 27,988 15.0 27,045 15.6
Other operating costs (a) 18,086 9.7 16,067 9.3
General and administrative 13,661 7.1 13,384 7.5
Depreciation and amortization (a) 12,183 6.5 12,469 7.2
Special charges 4,000 2.3
-------- ----- -------- -----
178,624 93.4 171,142 96.1
-------- ----- -------- -----
Operating income 12,652 6.6 6,878 3.9
Interest and other expense (3,661) (1.9) (2,827) (1.6)
-------- ----- -------- -----
Income before income taxes 8,991 4.7 4,051 2.3
Provision for income taxes 2,968 1.6 1,378 .8
-------- ----- -------- -----
Income before cumulative effect
of change in accounting principle $ 6,023 3.1% $ 2,673 1.5%
Cumulative effect of change in
accounting principle for
pre-opening costs, net of income
tax benefit of $313 636 .3%
-------- ----- -------- -----
Net income $ 5,387 2.8% $ 2,673 1.5%
======== ===== ======== =====
Basic and Diluted Earnings per Share:
Income before cumulative effect
of change in accounting principle $ .55 $ .22
Cumulative effect of change in
accounting principle, net of
income tax benefit $ (.06)
-------- --------
Net Income $ .49 $ .22
======== ========
Weighted average shares outstanding:
Basic 10,873 11,951
Diluted 10,932 12,008
</TABLE>
(a) Percent of restaurant and consumer product sales.
