SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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BERTUCCI'S, INC.
(Name of Subject Company [Issuer])
NERC ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
NE RESTAURANT COMPANY, INC.
(Bidder)
COMMON STOCK, PAR VALUE $0.005 PER SHARE
(Title of Class of Securities)
086063 10 4
(CUSIP Number of Class of Securities)
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DENNIS PEDRA
PRESIDENT
NE RESTAURANT COMPANY, INC.
80A TURNPIKE ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-9200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
WITH A COPY TO:
DAVID L. FINKELMAN, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038-4982
(212) 806-5400
<PAGE>
NERC Acquisition Corp., a Massachusetts corporation ("Purchaser"), and
NE Restaurant Company, Inc., a Delaware corporation ("Parent"), hereby further
amend and supplement their Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1"), filed with the Securities and Exchange Commission on May 20,
1998, with respect to Purchaser's offer to purchase all of the outstanding
shares of Common Stock, par value $0.005 per share (the "Shares"), of
Bertucci's, Inc., a Massachusetts corporation (the "Company"), not presently
owned by Parent, at a purchase price of $10.50 per Share, net to the seller in
cash, without interest thereon. All capitalized terms used herein shall have the
meaning set forth in the Schedule 14D-1 or the Offer to Purchase dated May 20,
1998, except as may otherwise be provided herein.
ITEM 10. ADDITIONAL INFORMATION
(b)-(c) The information set forth in Paragraphs (b) and (c) of
Item 10 is hereby amended and supplemented by the following:
The FTC granted Parent's request for early termination of the waiting
period under the HSR Act applicable to the purchase of the Shares pursuant to
the Offer effective June 2, 1998. Accordingly, the condition to the Offer
requiring the expiration or termination of any applicable waiting period under
the HSR Act prior to the expiration of the Offer has been satisfied. A press
release relating to the foregoing is filed as Exhibit (a)(10) to the Schedule
14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding thereto the following exhibit:
(a)(10) Text of Press Release issued by Parent and the Company on
June 4, 1998.
<PAGE>
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.
Dated: June 4, 1998
NE RESTAURANT COMPANY, INC.
By:/s/ Paul V. Hoagland
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Paul V. Hoagland
Executive Vice President
NERC ACQUISITION CORP.
By:/s/ Paul V. Hoagland
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Paul V. Hoagland
Executive Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(10) Text of Press Release issued by Parent and the Company on
June 4, 1998.
EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE
CONTACT: NE RESTAURANT COMPANY, INC.
CONTACT: PAUL HOAGLAND,
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PHONE: (508) 870-9200
FAX: (508) 870-9201
OR
BERTUCCI'S, INC.
CONTACT: NORMAN S. MALLETT,
TREASURER, VICE PRESIDENT - FINANCE AND CFO
PHONE: (781) 246-7878
FAX: (781) 246-2224
Westborough, MA and Wakefield, MA, June 4, 1998 --- NE Restaurant
Company, Inc. ("NERC") and Bertucci's, Inc. (NASDAQ: BERT) announced today that
early termination was granted on June 2, 1998 of the waiting period under The
Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amended, applicable to
the tender offer by NERC's wholly owned subsidiary, NERC Acquisition Corp., for
all outstanding shares of Common Stock of Bertucci's.
As previously announced, the tender offer is being made pursuant to
the terms of a Merger Agreement among NERC, NERC Acquisition Corp. and
Bertucci's. In the merger to occur following consummation of the tender offer,
each share of Bertucci's common stock which is outstanding and not purchased
pursuant to the tender offer will be converted into the right to receive $10.50
in cash. The offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Wednesday, June 17, 1998, unless the offer is extended.
Bertucci's, headquartered in Wakefield, Massachusetts, operates a
chain of 87 "Bertucci's Brick Oven Pizzerias" and one "Sal and Vinnie's Sicilian
Steakhouse." Bertucci's is a full-service, Italian restaurant featuring original
recipe gourmet pizza prepared in brick ovens and other high-quality,
moderately-priced Italian foods. The majority of the restaurants are located in
the Northeastern and Mid-Atlantic areas with penetration in Chicago, Atlanta and
Virginia.
NERC, headquartered in Westborough, Massachusetts, operates two
distinct restaurant concepts: Chili's Grill and Bar ("Chili's") and On The
Border ("OTB") restaurants. NERC operates 33 restaurants, including 31 Chili's
and two OTB's in five New England states. NERC develops and operates its
restaurants under franchise agreements with Brinker International, Inc.
