SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
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. 3 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. 3 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. 3 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 - Litigation Settlement Agreement" the following paragraph:
On June 12, 1998, in connection with the Stockholder Actions, the Superior
Court of the County of Middlesex of the Commonwealth of Massachusetts issued
its decision denying plaintiffs' emergency motion for expedited discovery and to
schedule a hearing to seek a preliminary injunction to set aside a portion of
the total purchase price to be paid by Parent and Purchaser pursuant to the
Offer for the possible payment of plaintiffs' legal fees pending a determination
by the court as to whether an award of counsel fees to plaintiffs is warranted.
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 June 16, 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 Friday, July 10, 1998, unless the Offer is
further extended. A press release relating to the foregoing is filed as Exhibit
12 to the Schedule 14D-9 and is incorporated herein by reference.
Item 9. Material to Be Filed as Exhibits.
Exhibit-12 Press release issued by NE Restaurant Company, Inc., dated
June 16, 1998, announcing the extension of the Offer.
<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 18, 1998 BERTUCCI'S, INC.
By: /s/Joseph Crugnale
Joseph Crugnale
President
Exhibit 12
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.
