SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13-E TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
BERTUCCI'S, INC.
(NAME OF THE ISSUER)
BERTUCCI'S, INC.
TEN IDEAS, INC.
TEN IDEAS ACQUISITION CORP.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.005 PER SHARE
(TITLE OF CLASS OF SECURITIES)
086063104
(CUSIP NUMBER OF CLASS OF SECURITIES)
James Westra, Esq. Donald H. Siegel, P.C.
Hutchins, Wheeler & Dittmar Posternak, Blankstein & Lund, L.L.P.
A Professional Corporation 100 Charles River Plaza
101 Federal Street Boston, Massachusetts 02114
Boston, Massachusetts 02110 (617) 973-6100
(617) 951-6600
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVED NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
This statement is filed in connection with (check the appropriate box):
a. /x/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration stats under the Securities Act
of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /x/
CALCULATION OF FILING FEE
TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)
$56,760,088 $11,352.02
(1) For purposes of calculation of the filing fee only. Assumes the
purchase, at a purchase price of $8.00 per share of Common Stock, of
7,095,011 shares of Common Stock of the Issuer, representing all of
such Common Stock outstanding (assuming the exercise of options to
acquire 364,100 shares of Common Stock and excluding shares of Common
Stock to be transferred to Ten Ideas, Inc.).
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(2) The amount of the filing fee equals 1/50th of 1% of the transaction
value.
/x/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $11,352.02
FORM OR REGISTRATION NO.: PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
DATE FILED: March 19, 1998
FILING PARTY: BERTUCCI'S, INC.
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Introduction
This Amendment No. 1 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13e-3 filed with the Securities and Exchange (the
"Commission") on March 19, 1998 on behalf of Bertucci's, Inc., a Massachusetts
corporation (the "Company"), Ten Ideas, Inc., a Delaware corporation ("Ten
Ideas"), and Ten Ideas Acquisition Corp., a Massachusetts corporation
("Acquisition"), with respect to a proposed merger pursuant to which Acquisition
will be merged with and into the Company (the "Merger") and the Company, as the
surviving corporation in the Merger, will become a wholly-owned subsidiary of
Ten Ideas (as heretofore amended, the "Schedule 13e-3 Statement"). Joseph
Crugnale is the founder, President, Chief Executive Officer, and Chairman of the
Board of the Company, and is the President and sole director of Ten Ideas and
Acquisition.
The purpose of this Amendment No. 1 is to amend Items 16 and 17 of the
Schedule 13e-3 Statement as set forth below. Terms defined in the Schedule 13e-3
Statement are used in this Amendment No. 1 with the same meanings as provided in
the Schedule 13e-3 Statement.
Item 16. Additional Information
Item 16 of the Schedule 13e-3 Statement is hereby amended by adding the
following paragraph thereto:
On Friday, April 3, 1998, NE Restaurant Company, Inc., a Delaware
corporation ("NE Restaurant"), publicly announced that it had submitted
an offer to the Company's Board of Directors to acquire all of the
issued and outstanding Common Stock of the Company, other than the
430,000 shares of Common Stock owned by NE Restaurant, for a cash
purchase price equal to $10.50 per share. This offer was accompanied by
a letter obtained by NE Restaurant from an investment banking firm
regarding anticipated sources of financing for the transaction, which
letter is conditioned upon, among other things, (i) the absence of
material change in the business, financial condition and prospects of
NE Restaurant or the Company; (ii) satisfactory completion of a due
diligence investigation of the Company and NE Restaurant; and (iii)
satisfactory market conditions for new issuances of high yield debt
securities and in the securities market in general. As of the date
hereof, the Special Committee of the Board of Directors of the Company
is evaluating this proposal. Copies of the press releases issued by NE
Restaurant and the Company on Friday, April 3,1998 are attached hereto
as Exhibit (d)(6) and (d)(7), respectively, and each is incorporated
herein by reference.
Item 17. Material To Be Filed as Exhibits
(d)(6) Press Release issued by NE Restaurant Company, Inc., dated April
3, 1998.
(d)(7) Press Release issued by Bertucci's, Inc., dated April 3, 1998.
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SIGNATURES
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.
BERTUCCI'S, INC.
By: /S/ Norman S. Mallett
Norman S. Mallett
Vice President-Finance,
Treasurer and Chief
Financial Officer
Dated: April 8, 1998
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.
TEN IDEAS, INC.
By: /S/ Joseph Crugnale
Joseph Crugnale
President
Dated: April 8, 1998
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.
TEN IDEAS ACQUISITION CORP.
By: /S/ Joseph Crugnale
Joseph Crugnale
President
Dated: April 8, 1998
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Exhibit (d)(6)
FOR IMMEDIATE RELEASE: FOR MORE INFORMATION CONTACT:
Paul V. Hongland, EVP Administration
and CFO at (508) 870-9212
NE RESTAURANT COMPANY, INC. PROPOSES TO ACQUIRE
BERTUCCI'S, INC. AT $10.50 PER SHARE
WESTBOROUGH, Mass. - April, 1998--NE Restaurant Company, Inc. (NERC)
announced today that it had submitted to the Board of Directors of Bertucci's,
Inc. (NASDAQ: BERT) a proposal for NERC to acquire Bertucci's in a merger
transaction for a cash purchase price of $10.50 per share for each outstanding
share of Bertucci's Common Stock other than the approximately 4.8% of such
shares owned by NERC.
In February 1998, Bertucci's announced that it had entered into a
merger agreement with a group led by Bertucci's Founder, President and Chief
Executive Officer, Joseph Crugnale, pursuant to which the Crugnale group would
take Bertucci's private by acquiring all of the outstanding shares of Bertucci's
(other than the approximately 24% of such shares owned by Mr. Crugnale) for a
purchase price of $8.00 per share in cash. On March 18, 1998, Bertucci's filed
preliminary proxy materials which are being reviewed by the Securities and
Exchange Commission with respect to a Special Meeting of Stockholders of
Bertucci's to be held to vote on that merger proposal.
The $10.50 per share price proposed by NERC represents a premium of
31.3% over the $8.00 per share price offered in the pending merger with the
Crugnale group and a 75.0% premium over the last reported sale price of
Bertucci's Common Stock of $6.00 per share on February 13, 1998, the last
trading date before public announcement of the execution of the merger agreement
with the Crugnale group.
NERC owns and operates 31 Chili's Grill and Bar Restaurants and 2 On
The Border Restaurants throughout the Northeast. NERC is privately owned by its
management and an investor group led by Jacobson Partners, a New York City based
firm that sponsors various private investment funds. In its proposal, NERC said
that it had obtained a letter from a leading investment firm to the effect that
such firm is highly confident of arranging debt financing of at least $90
million for the transaction which, when combined with equity capital committed
by stockholders of NERC and an investor group led by Jacobson Partners, would be
sufficient to consummate the transaction.
NERC is currently awaiting a response to its proposal from the Special
Committee of Bertucci's Board of Directors that was formed to evaluate and
consider the offer made by the Crugnale group.
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Exhibit (d)(7)
BERTUCCI'S
FOR IMMEDIATE RELEASE
April 3, 1998
CONTACT: Norman S. Mallett, Treasurer, Vice President-Finance, and CFO
(781) 246-6700
NE RESTAURANT COMPANY PROPOSAL TO ACQUIRE BERTUCCI'S
WAKEFIELD, MASS. (April 3) - Bertucci's Inc. (NASDAQ: BERT) confirmed
today that it has received an offer from NE Restaurant Company, Inc. (NE
Restaurant) to acquire Bertucci's in a merger in which each shareholder of
Bertucci's would receive $10.50 net in cash for each share of common stock of
Bertucci's outstanding. The offer was accompanied by a letter obtained by NE
Restaurant from an investment banking firm regarding anticipated sources of
financing for the transaction, which letter is conditioned upon, among other
things: (i) the absence of material change in the business, financial condition
and prospects of NE Restaurant or Bertucci's; (ii) satisfactory completion and
due diligence investigation of Bertucci's and NE Restaurant; and (iii)
satisfactory market conditions for new issuances of high yield debt securities
and in the securities market in general. Bertucci's is evaluating the proposal
and is not in a position to comment further until that process is complete.
Bertucci's, Inc. operates 84 casual, full-service Italian restaurants
in 11 states and the District of Columbia. In addition, the Company also
operates Sal and Vinnie's Sicilian Steakhouse, which was opened in the first
quarter 1997, in Norwood, Massachusetts.
For additional information at Bertucci's, Inc. contact Norman Mallett,
Vice President-Finance, telephone #781/246-6700, extension 102.
