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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 5)
Solicitation/Recommendation Statement
Pursuant to Section 14(d) (4) of the
Securities Exchange Act of 1934
(Name of Subject Company)
Common Stock, $.005 par value per share
(Title of Class of Securities)
086063 10 4
(CUSIP Number of Class of Securities)
Joseph Crugnale
President
Bertucci's, Inc.
14 Audubon Road
Wakefield, Massachusetts 01880
(781) 246-6700
(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:
James Westra, Esq.
Hutchins, Wheeler & Dittmar
A Professional Corporation
101 Federal Street
Boston, Massachusetts 02110
(617) 951-6600
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This Amendment No. 5 further amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") by Bertucci's, Inc., a
Massachusetts corporation (the "Company"), on May 20, 1998 (as heretofore
amended, the "Schedule 14D-9"), and relates to the tender offer made by NERC
Acquisition Corp., a Massachusetts corporation ("Purchaser") and wholly owned
subsidiary of NE Restaurant Company, Inc., a Delaware corporation ("Parent"),
disclosed in a Tender Offer Statement on Schedule 14D-1 filed with the
Commission on May 20, 1998, as heretofore amended, to purchase all of the
outstanding shares of the Company's common stock, $.005 par value per share
("Company Common Stock"), at a purchase price of $10.50 per share of Company
Common Stock, net to the seller in cash, on the terms and subject to the
conditions set forth in the Purchaser's Offer to Purchase, dated May 20, 1998,
and the related Letter of Transmittal. The purpose of this Amendment No. 5 is to
amend Item 3 of the Schedule 14D-9 as set forth below. Terms defined in the
Schedule 14D-9 are used in this Amendment No. 5 with the same meanings as
provided in the Schedule 14D- 9.
Item 3. Identity and Background.
The information set forth in Item 3 of the Schedule 14D-9 is hereby amended
and supplemented by adding to the information set forth under subcaption "The
Merger Agreement - The Offer" the following paragraph:
The Parent announced on July 13, 1998 that the date upon which the Offer
expired has been extended so that the Offer and withdrawal rights will expire at
5:30 p.m., New York City time, on Monday, July 20, 1998, unless the Offer is
further extended. A press release relating to the foregoing is filed as Exhibit
14 to the Schedule 14D-9 and is incorporated herein by reference.
Item 9. Material to Be Filed as Exhibits.
Exhibit-14 Press release issued by NE Restaurant Company, Inc., dated
July 13, 1998, announcing the extension of the Offer.
1
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SIGNATURE
After reasonable 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: July 16, 1998 BERTUCCI'S, INC.
By: /s/Joseph Crugnal
Joseph Crugnale
President
326777-1
EXHIBIT 14
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
NE RESTAURANT COMPANY OBTAINS COMMITMENT FOR
PLACEMENT OF $100 MILLION OF SENIOR NOTES;
EXTENDS CASH TENDER OFFER FOR BERTUCCI'S COMMON STOCK
Westborough, MA, July 13, 1998 -- NE Restaurant Company, Inc ("NERC")
announced today that it entered into an agreement for the sale to Chase
Securities Inc. and BancBoston Securities Inc., as initial purchasers, of $100
million principal amount of Senior Notes. The sale of the Senior Notes, which is
being made in reliance on Rule 144A and other registration exemptions under the
Securities Act of 1933, as amended, to institutional investors, is scheduled to
close on Monday, July 20, 1998.
The net proceeds from the sale of the Senior Notes are to be used to finance
a portion of the purchase price payable in the tender offer for all outstanding
shares of Common Stock of Bertucci's, Inc. (NASDAQ: BERT) at $10.50 per share
commenced on May 20, 1998 through NERC's wholly-owned subsidiary, NERC
Acquisition Corp. 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.
NERC noted that the principal amount of the Senior Notes being sold had been
increased to $100 million from the $90 million principal amount stated in the
Offer to Purchase, dated May 20, 1998. As a result, it is now expected that the
private placement of shares of NERC Common Stock to finance the balance of the
funds required to purchase Shares tendered in the tender offer, consummate the
merger, refinance certain existing indebtedness of Bertucci's and NERC and to
pay all related fees and expenses of the transaction, will be reduced to $28.8
million from the $38.8 million stated in the Offer to Purchase.
