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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. ____ )
UNO RESTAURANT CORPORATION
(Name of Subject Company)
UNO RESTAURANT CORPORATION
(Name of Person Filing Statement)
COMMON STOCK, $.01 PAR VALUE 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 Filing Statement)
with a copy to:
STEVEN R. LONDON, ESQ.
BROWN, RUDNICK, FREED & GESMER
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(617) 856-8313
/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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UNO ANNOUNCES RECEIPT OF TENDER OFFER PROPOSAL
Boston, Massachusetts, October 25, 2000 -- Uno Restaurant Corporation (NYSE:UNO)
announced today that Aaron D. Spencer, chairman and principal stockholder, and
certain members of senior management have submitted a proposal to the company's
board of directors to acquire all of the outstanding shares of common stock
currently not owned by them, which represents approximately 38% of the company's
outstanding shares of common stock. This proposal contemplates a cash tender
offer price of $8.75 per share. The proposal states that any offer will be
subject to a number of conditions, including receipt of financing on terms
satisfactory to the offeror and ownership by the offeror of at least 90% of the
company's outstanding shares following the purchase of shares pursuant to the
tender offer.
The board has appointed a special committee of outside directors led by Tamara
P. Davis to conduct a review of the proposal. The company does not plan to make
any further public comment regarding the proposal other than to announce whether
or not a transaction will proceed. There can be no assurance that the proposal
will lead to the commencement of any tender offer.
Based in Boston, Uno Restaurant Corporation currently has a total of 176 casual
dining, full-service restaurants operating primarily under the name "Pizzeria
Uno...Chicago Bar & Grill." The system includes 111 company-owned and 57
franchised "Pizzeria Uno...Chicago Bar & Grill" restaurants, 7 franchised
Pizzeria Uno Restaurant & Bar and one Mexican restaurant, located in 30 states,
the District of Columbia, Puerto Rico, Seoul, South Korea, and Dubai, U.A.E. The
Company under its Uno Foods subsidiary operates a consumer foods business, which
supplies airlines, movie theaters, hotel restaurants, convenience stores and
supermarkets with both frozen and refrigerated branded and non branded products.
For more information, visit the company's web site at www.pizzeriauno.com.
OTHER IMPORTANT INFORMATION:
NO TENDER OFFER HAS COMMENCED; THE SUBJECT OF THIS ANNOUNCEMENT IS THE RECEIPT
OF A PROPOSAL TO MAKE A POSSIBLE TENDER OFFER. IF A TENDER OFFER COMMENCES, WE
WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS WITH THE
SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD READ THESE DOCUMENTS IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER. YOU ALSO CAN OBTAIN THE SOLICITATION/RECOMMENDATION STATEMENT AND
OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
FREE WHEN THEY ARE AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB
SITE AT http://www.sec.gov. ALSO, IF YOU CALL OR WRITE US, WE WILL SEND YOU THE
SOLICITATION/RECOMMENDATION STATEMENT FOR FREE IF AND WHEN IT BECOMES AVAILABLE.
YOU CAN CALL US AT (617) 323-9200 (EXT. 5215) OR WRITE TO US AT: UNO RESTAURANT
CORPORATION, 100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132, ATTN:
ROBERT M. VINCENT, CHIEF FINANCIAL OFFICER.
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 earnings releases and
reports filed with the Securities and Exchange Commission.
CONTACT: Bob Vincent, Chief Financial Officer (617) 323-9200 (ext. 5215)
