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. 4)
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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.
(f) The information set forth in Paragraph (f) of Item 10 is hereby
amended and supplemented by the following:
Purchaser hereby amends the Offer to extend the date on which the Offer
expires so that the Offer and withdrawal rights will expire at 5:30 p.m., New
York City time, on Friday, July 10, 1998, unless the Offer is further extended.
A press release relating to the foregoing is filed as Exhibit (a)(11) 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)(11) Text of Press Release issued by Parent on June 16, 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 16, 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)(11) Text of Press Release issued by Parent on June 16, 1998.
Exhibit (a)(11)
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
Westborough, MA, June 16, 1998 --- NE Restaurant Company, Inc.
("NERC") announced today that it has extended the expiration date of the tender
offer for all outstanding shares of Common Stock of Bertucci's, Inc. (NASD:
BERT) at $10.50 per share commenced on May 20, 1998 through its wholly-owned
subsidiary, NERC Acquisition Corp.
As extended, the offer and withdrawal rights will now expire at 5:30
P.M., New York City time, on Friday, July 10, 1998, unless the offer is further
extended. As of the close of business on June 15, 1998, 3,849,575 shares of
Bertucci's Common Stock (constituting approximately 41.6% of the Common Stock
outstanding on a fully diluted basis) had been tendered pursuant to the offer.
As stated in the Offer to Purchase, NERC and NERC Acquisition Corp.
expect to obtain $90 million of the approximately $128.8 million of required
financing for the offer and related transactions through the private placement
under Rule 144A of $90 million principal amount of Senior Notes through Chase
Securities, Inc. and BancBoston Securities Inc. NERC said that the extension of
the offer was required in order to provide additional time in which to complete
the documentation and marketing of such Senior Notes.
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, 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.
