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. 5)
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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 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.
(e) The information set forth in Paragraph (e) of Item 10 is hereby amended
and supplemented by adding to the information set forth under the subcaption
"STOCKHOLDER LITIGATIONS" in Section 15 ("Certain Regulatory Matters; Regulatory
Approval") of the Offer to Purchase the following:
On June 12, 1998, in connection with the Stockholder Litigations, the court
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.
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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 17, 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
