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. 9)
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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 (as
subsequently amended, 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. 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.
(f) The information set forth in Paragraph (f) of Item 10 of the
Schedule 14D-1 is hereby amended and supplemented by adding thereto the
following:
Reference is made to the information appearing in Exhibit (a)(14),
which information is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding thereto the following exhibit:
(a)(14) Press release issued by Parent on July 21, 1998.
<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: July 21, 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
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(14) Press release issued by Parent on July 21, 1998.
Exhibit (a)(14)
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
NE RESTAURANT COMPANY
COMPLETES CASH TENDER OFFER
FOR BERTUCCI'S, INC.
Westborough, MA, July 21, 1998 --- NE Restaurant Company, Inc.
("NERC") announced today that its wholly owned subsidiary, NERC Acquisition
Corp., had completed its cash tender offer for all outstanding shares of Common
Stock of Bertucci's, Inc. (NASDAQ: BERT) at a price of $10.50 per share, net to
the seller in cash.
NERC stated that, based on a preliminary count, a total of
approximately 8,329,831 shares of Bertucci's Common Stock (including
approximately 213,905 shares subject to guarantees of delivery or receipt of
additional documentation) had been properly tendered pursuant to the offer which
expired at 12:00 midnight, New York City time, on Monday, July 20, 1998, and
that all such tendered shares had been accepted for purchase in accordance with
the terms and conditions of the offer.
The shares tendered, together with the 430,000 shares of Bertucci's
Common Stock owned by NERC prior to the commencement of the offer, constitute
approximately 98.3% of Bertucci's currently outstanding Common Stock (or 95.9%
of such outstanding shares excluding shares subject to guarantees of delivery or
receipt of additional documentation).
As previously announced any shares of Bertucci's Common Stock not
tendered and purchased pursuant to the offer will be acquired in a subsequent
merger transaction at the same $10.50 per share cash price. It is anticipated
that the merger will be consummated later today pursuant to the short-form
merger provisions of Massachusetts law, without the vote of the holders of the
remaining shares of Bertucci's Common Stock.
NERC, headquartered in Westborough, Massachusetts, operates two
distinct restaurant concepts: Chili's Grill & Bar(R) ("Chili's") and On The
Border Mexican Cafe(R) ("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.
