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. 1)
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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
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NERC Acquisition Corp., a Massachusetts corporation ("Purchaser"), and NE
Restaurant Company, Inc., a Delaware corporation ("Parent"), hereby 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 Purchased dated May 20, 1998, except as may
otherwise be provided herein.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) The information set forth in Paragraph (a) of Item 6 is hereby amended
and supplemented by the following:
The date of the purchase by Dennis Pedra, President and Chief Executive
Officer of Parent, of 5,000 Shares referred to in Section 9 ("Certain
Information Concerning Purchaser and Parent") of the Offer to Purchase was March
9, 1998 rather than March 8, 1998. Mr. Pedra beneficially owns an additional
4,000 Shares which were acquired in open market purchases prior to March 9,
1998.
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:
On May 26, 1998, Parent filed its Notification and Report Form with respect
to the acquisition of Shares pursuant to the Offer under the HSR Act.
Accordingly, under the provisions of the HSR Act applicable to the Offer, the
waiting period under the HSR Act with respect to the Offer will expire at 11:59
p.m., New York City time, on June 10, 1998, unless early termination of the
waiting period is granted or unless Parent receives a request for additional
information or documentary material from the Antitrust Division or the FTC.
Pursuant to the HSR Act, Parent has requested early termination of the waiting
period applicable to the Offer.
<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: May 26, 1998
NE RESTAURANT COMPANY, INC.
By: /s/ PAUL V. HOAGLAND
Paul V. Hoagland
Executive Vice President
NERC ACQUISITION CORP.
By: /s/ PAUL V. HOAGLAND
Paul V. Hoagland
Executive Vice President
