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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. )(1)
BERTUCCI'S, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.005
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(Title of Class of Securities)
086063104
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(CUSIP Number)
JOSEPH CRUGNALE, 14 AUDUBON ROAD, WAKEFIELD, MA 01880 (781)246-7878
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
FEBRUARY 13, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on Following Pages)
(Page 1 of 8 Pages)
____________________
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 086063104 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOSEPH CRUGNALE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NONE
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NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,177,710
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
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10 SHARED DISPOSITIVE POWER
2,177,710
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,177,710
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 086063104 13D Page 3 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TEN IDEAS, INC. EIN#: 04-3407863
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
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7 SOLE VOTING POWER
NONE
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,177,710
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
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10 SHARED DISPOSITIVE POWER
2,177,710
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,177,710
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
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14 TYPE OF REPORTING PERSON*
CO
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Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.005 par value
(the "Shares"), of Bertucci's, Inc., a Massachusetts corporation (the
"Company"). The principal executive offices of the Company are located at
14 Audubon Road, Wakefield, MA 01880.
Item 2. Identity and Background.
This statement is being filed by Joseph Crugnale, an individual, and
Ten Ideas, Inc., a Delaware corporation ("Ten Ideas") (Mr. Crugnale and Ten
Ideas are collectively referred to as the "Stockholders"). Mr. Crugnale, a
United States citizen, is the founder, President and Chief Executive Officer
of the Company. Mr. Crugnale formed Ten Ideas and Ten Ideas Acquisition
Corp., a Massachusetts corporation ("Acquisition"), for the sole purpose of
acquiring the outstanding Shares of the Company not currently owned by him.
Mr. Crugnale is the sole shareholder of Ten Ideas, which in turn is the sole
shareholder of Acquisition. On February 13, 1998, Ten Ideas and Acquisition
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
the Company, pursuant to which Acquisition would be merged with and into the
Company, making the Company a wholly-owned subsidiary of Ten Ideas (the
"Merger"). The Merger Agreement constitutes Exhibit 99.2 to this statement
and is incorporated herein by reference. Ten Ideas and Acquisition have not
carried on any activities to date other than those incident to their
formation and the transactions contemplated by the Merger Agreement. The
filing of this statement shall not be deemed an admission that the
Stockholders are subject to the provisions of Rules 13d-1(a) and 13d-2(a)
under the Securities Exchange Act of 1934, as amended.
The business address of each of the Stockholders is 14 Audubon Road,
Wakefield, MA 01880. The Stockholders have not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding were or are subject to a judgment, decree or
final order enjoining future violations of, prohibiting or mandating
activities subject to, Federal or State securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares to which this statement relates were originally acquired by
Mr. Crugnale with his personal funds upon the Company's founding in 1981.
Mr. Crugnale has previously reported beneficial ownership of the Shares to
which this statement relates on Schedule 13G filed under the Securities
Exchange Act of 1934, as amended.
Item 4. Purpose of Transaction.
Immediately prior to the execution and delivery of the Merger
Agreement on February 13, 1998, Mr. Crugnale was the beneficial owner of
2,177,710 Shares, which Shares were held for investment purposes. On
February 13, 1998, Ten Ideas and
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Acquisition entered into the Merger Agreement with the Company, pursuant to
which (i) Acquisition will merge with and into the Company, resulting in
the Company becoming a wholly-owned subsidiary of Ten Ideas, and (ii) each
Share issued and outstanding immediately prior to the effective time of the
Merger (other than Shares held at such time in the Company's treasury, by
any subsidiary of the Company, or by the Stockholders, which Shares will be
canceled without payment, and other than Shares in respect of which
appraisal rights have been perfected properly under the applicable sections
the Massachusetts Business Corporation Law) will be converted into the right
to receive $8.00 in cash, without interest.
In order to facilitate the consummation of the Merger, Mr. Crugnale
has agreed under the Merger Agreement that (i) at or prior to the effective
time of the Merger, Mr. Crugnale and certain trusts established for the
benefit of his minor children will transfer all of the Shares held by them
to Ten Ideas, and (ii) Mr. Crugnale shall cause all of such Shares to be
voted in favor of the adoption and approval of the Merger Agreement and the
Merger at a special meeting of shareholders of the Company to be called for
such purpose.
The proposed Merger is subject to various customary conditions,
including, among others, (i) approval by the affirmative vote of the
holders of two-thirds of the outstanding Shares, (ii) the receipt by Ten
Ideas and Acquisition of cash proceeds of the financing contemplated by the
Merger Agreement in amounts sufficient to consummate the Merger, and (iii)
the receipt by Ten Ideas and Acquisition of all of the necessary consents
and/or approvals of governmental entities and third parties in connection
with the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions contemplated thereby,
unless the failure to obtain such consent and/or approval would not have a
material adverse effect on the Company or the financing required to
consummate the Merger.
Item 5. Interest in Securities of the Issuer.
Mr. Crugnale is the beneficial owner of 2,177,710 Shares, constituting
approximately 24.4% of the outstanding Shares of the Company. 2,938 of the
Shares referenced in the preceding sentence are held in trusts for the
benefit of Mr. Crugnale's minor children. Mr. Crugnale is the sole
shareholder of Ten Ideas. By virtue of the provisions of the Merger
Agreement described in the second paragraph of Item 4 above, Ten Ideas may
be deemed to beneficially own 2,177,710 Shares, and to share with Mr.
Crugnale the power to vote or dispose of such Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The information set forth in Item 4 is incorporated herein by
reference. Reference is made to the full text of the Merger Agreement
which constitutes Exhibit 99.2 hereto and is incorporated herein by this
reference.
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Signatures
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: April 15, 1998
/s/ Joseph Crugnale
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Joseph Crugnale
TEN IDEAS, INC.
By: /s/ Joseph Crugnale
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Name: Joseph Crugnale
Title: President
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Item 7. Material to be Filed as Exhibits.
Exhibit No.: Description:
99.1 Schedule 13D Joint Filing Agreement
99.2 Agreement and Plan of Merger dated February 13, 1998 among
Bertucci's, Inc., Ten Ideas, Inc. and Ten Ideas Acquisition
Corp. (incorporated by reference to Exhibit (c)(1) to the
Rule 13e-3 Transaction Statement on Schedule 13E-3 and
Amendment No. 1 thereto, filed with the Securities and
Exchange Commission on March 19, 1998 and April 8, 1998,
respectively, by the Company, Ten Ideas, and Acquisition)
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Exhibit 99.1
SCHEDULE 13D JOINT FILING AGREEMENT
April 15, 1998
The undersigned Joseph Crugnale and Ten Ideas, Inc. hereby agree to
jointly file with the Securities and Exchange Commission any required
statements on Schedule 13D or Schedule 13G under the Securities Exchange Act
of 1934, as amended, and any amendments thereto, to disclose their respective
beneficial ownership of shares of Common Stock of Bertucci's, Inc., and
acknowledge that any such filing shall be on behalf of each of the
undersigned.
/s/ Joseph Crugnale
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Joseph Crugnale
TEN IDEAS, INC.
/s/ Joseph Crugnale
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By: Joseph Crugnale
Its: President
