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. 3)
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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
<PAGE>
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 4, 1998, plaintiffs in the Stockholder Litigations filed a
Consolidated Amended and Supplemental Class Action Complaint (the "Amended
Complaint") in which they named, in addition to the Company and its Board of
Directors, Parent and Purchaser as nominal defendants. In lieu of challenging
the Ten Ideas Merger pursuant to the original complaint filed in February 1998,
the Amended Complaint asserts claims (i) challenging the payment to Mr. Crugnale
under the Ten Ideas Merger Agreement of a termination fee of $1.5 million and up
to $750,000 of documented expenses and the approval of the Litigation Settlement
Agreement which acknowledged such payments and provided that the Company, Parent
and Purchaser would not contest or seek to recover such payments as breaches of
the directors' fiduciary duties and self dealing on the part of Mr. Crugnale and
(ii) seeking to recover legal fees for plaintiffs' counsel on the alleged ground
that the Offer resulted in part through the efforts of plaintiffs and their
counsel. On June 4, 1998, plaintiffs also filed an 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. On June 4, 1998, the court heard oral arguments
on plaintiffs' emergency motion and reserved decision.
<PAGE>
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 9, 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
