- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
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
- ------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 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. 1 is to amend Items 8 and 9 of the Schedule 14D-9 as set
forth below. Terms defined in the Schedule 14D-9 are used in this Amendment No.
1 with the same meanings as provided in the Schedule 14D-9.
Item 8. Additional Information to Be Furnished.
Item 8 of the Schedule 14D-9 is hereby amended by adding the following
paragraph thereto:
On June 4, 1998, Parent and the Company announced that they had each
received notice that the United States Department of Justice and the Federal
Trade Commission had granted each early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, without
any request for additional information or documentary materials. A copy of the
press release issued by Parent and the Company announcing early termination of
the waiting period is attached hereto as Exhibit 11 and is incorporated herein
by reference.
Item 9. Material to Be Filed as Exhibits.
Exhibit-11 Press release issued by Bertucci's, Inc. and NE Restaurant
Company, Inc., dated June 4, 1998, announcing the early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
<PAGE>
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: June 4, 1998 BERTUCCI'S, INC.
By: /s/ Joseph Crugnale
Joseph Crugnale
President
Exhibit 11
FOR IMMEDIATE RELEASE
June 4, 1998
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 Chief Financial Officer
Phone: 781/ 246-7878
Fax: 781/ 246-7458
NE RESTAURANT COMPANY, INC. AND BERTUCCI'S, INC. ANNOUNCE EARLY
TERMINATION OF THE WAITING PERIOD UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED
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.
