-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJz1lW5kI850u40y5+B1xYREDi1HZgPUj7EQLG5Q0l+OpoaNMePWaOTPEOl5oKdY tdGzdEAD+ea25PA+8fgVxA== 0000914121-08-000691.txt : 20080919 0000914121-08-000691.hdr.sgml : 20080919 20080919115349 ACCESSION NUMBER: 0000914121-08-000691 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080919 DATE AS OF CHANGE: 20080919 GROUP MEMBERS: PLANET HOLLYWOOD INTERNATIONAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BUCA INC /MN CENTRAL INDEX KEY: 0001046501 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 411802364 STATE OF INCORPORATION: MN FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56397 FILM NUMBER: 081079804 BUSINESS ADDRESS: STREET 1: 1300 NICOLLET MALL STREET 2: SUITE 3043 CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 6122882382 MAIL ADDRESS: STREET 1: 1300 NICOLLET MALL STREET 2: SUITE 3043 CITY: MINNEAPOLIS STATE: MN ZIP: 55403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BUCA FINANCING LLC CENTRAL INDEX KEY: 0001442182 IRS NUMBER: 263084896 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7598 W SAND LAKE ROAD CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: 407-903-5505 MAIL ADDRESS: STREET 1: 7598 W SAND LAKE ROAD CITY: ORLANDO STATE: FL ZIP: 32819 SC 13D 1 bi13984969-13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BUCA, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 117769109 (CUSIP Number) Thomas Avallone Executive Vice President & Chief Financial Officer Planet Hollywood International, Inc. 7598 W. Sand Lake Road Orlando, FL 32819 (407) 903-5500 with a copy to: L. Kevin O'Mara, Esq. Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10022 (212) 504-6000 (Name, address and telephone number of person authorized to receive notices and communications) September 9, 2008 (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 which 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 ss. 240.13d-7(b) for other parties to whom copies are to be sent. * 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 ("Act") 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). (Continued on following pages) (Page 1 of 11 Pages) - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS BUCA Financing, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)|_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER (See Item 5) 18,655,614.533 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER (See Item 5) REPORTING PERSON 18,655,614.533 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 18,655,614.533 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Item 5) 87.08% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- -2- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS Planet Hollywood International, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X| (b)|_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER (See Item 5) 18,655,614.533 -------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER (See Item 5) REPORTING PERSON 18,655,614.533 WITH -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 18,655,614.533 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Item 5) 87.08% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- This statement on Schedule 13D is filed by Planet Hollywood International, Inc. ("Planet Hollywood"), and its indirect wholly-owned subsidiary, BUCA Financing, LLC (the "Purchaser"), and relates to the common stock, ("Common Stock"), $0.01 par value per share, of BUCA, Inc., a Minnesota corporation ("BUCA" or the "Company"). -3- Item 1. Security and Issuer. The title and class of equity securities to which this statement on Schedule 13D relates is the Common Stock of BUCA. BUCA's principal executive offices are located at 1300 Nicollet Mall, Suite 5003, Minneapolis, Minnesota 55403. BUCA's telephone number at such address is (612) 225- 3400. ITEM 2. Identity and Background. (a) - (c) and (f) This statement on Schedule 13D is being filed by Planet Hollywood, a Delaware corporation, and Purchaser, a Florida limited liability company. Planet Hollywood and Purchaser are sometimes herein referred to collectively as the "Reporting Persons," and each as a "Reporting Person." The principal executive offices of Planet Hollywood and Purchaser are located at 7598 W. Sand Lake Road, Orlando, FL 32819. Planet Hollywood and Purchaser's telephone number at such address is (407) 903-5500. Planet Hollywood is the creator and worldwide developer of consumer brands that capitalize on the universal appeal of movies, television, sports, music, and other leisure time activities. Planet Hollywood's worldwide operations offer products and services in the restaurant, retail, leisure, and entertainment sectors including, under license, the Planet Hollywood Resort & Casino, featuring over 100,000 square feet of gaming, fine dining restaurants, an award-winning buffet, casual dining options, lounges and nightclubs. Purchaser was organized by Planet Hollywood solely for the purpose of acquiring BUCA and has not conducted any unrelated activities since its organization. One hundred percent of the issued and outstanding stock of Purchaser is indirectly owned by Planet Hollywood. Set forth on Schedule I to this statement on Schedule 13D and incorporated herein by reference is the following information with respect to each director and executive officer of Planet Hollywood and Purchaser: (1) name; (2) business address; (3) principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (4) citizenship (d) - (e) During the past five years, neither of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the directors and executive officers of the Reporting Persons, (1) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (2) was 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, or prohibited or mandating activities subject to, U.S. federal and state securities laws or finding any violations with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. On August 5, 2008, Planet Hollywood and Purchaser entered into an Agreement and Plan of Merger (the "Merger Agreement") with BUCA. Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the "Offer") to purchase all the outstanding Common Stock, at a price of $0.45 per share, net to seller in cash without interest thereon and less any required withholding taxes (the "Offer Price"). Following the completion of the Offer, Purchaser will be merged with and into BUCA (the "Merger"), with BUCA surviving the Merger as a wholly-owned subsidiary of Planet Hollywood. The Purchaser estimates that it will need approximately $10,434,000 (which includes related fees and expenses) to purchase all of the Common Stock pursuant to the Offer and to consummate the Merger. Planet Hollywood will provide the Purchaser with sufficient funds to purchase all of the Common Stock properly tendered in the Offer and to provide funding for the Merger with BUCA, which is expected to follow the successful completion of the Offer in accordance with the terms and conditions of the Merger Agreement. Planet Hollywood expects to obtain the necessary funds from existing cash balances. In addition, -4- Planet Hollywood has entered into a commitment letter with Bay Harbour Management, L.C., a Florida limited liability company and an affiliate and major shareholder of Planet Hollywood, in order to provide funding to purchase all of the Common Stock validly tendered in the Offer and for the Merger if such cash balances are insufficient to consummate the Offer and the Merger. All information contained in the section entitled "Source and Amount of Funds," of the Offer to Purchase dated August 12, 2008 (together with any amendments and supplements thereto, the "Offer to Purchase"), attached as Exhibit (a)(1)(A) to the Schedule TO filed by Planet Hollywood and Purchaser with the Securities and Exchange Commission (the "Commission") is incorporated herein by reference. ITEM 4. Purpose of Transaction. (a) - (j) Pursuant to the Merger Agreement, Planet Hollywood and Purchaser commenced an Offer to purchase all of the outstanding Common Stock at a purchase price of $0.45 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, incorporated by reference from Exhibit (a)(1)(A) of the Tender Offer Statement on Schedule TO filed by Planet Hollywood and Purchaser with the Commission on August 12, 2008 (as amended, the "Schedule TO"), and the related Letter of Transmittal, incorporated by reference from Exhibit (a)(1)(B) of the Schedule TO. After consummation of the Offer, the Merger Agreement provides that Purchaser will be merged with and into BUCA, with BUCA surviving the Merger as a wholly-owned subsidiary of Planet Hollywood. In the Merger, each share of Common Stock outstanding immediately prior to the effective time of the Merger (other than shares of Common Stock held by (i) Planet Hollywood, the Purchaser, any of their respective subsidiaries or any subsidiary of BUCA, which Shares will be cancelled and shall cease to exist or (ii) shareholders who exercise dissenter rights under Minnesota law with respect to such Shares) will be cancelled and converted into the right to receive $0.45, without interest thereon and less any required withholding taxes. The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet," "Introduction," "Price Range of Shares; Dividends," "Certain Effects of the Offer," "Background of the Offer; Past Contacts or Negotiations with BUCA," "Purpose of the Offer; Plans for BUCA," "The Merger Agreement; Financing Agreements; Warrant" and "Dividends and Distributions" is incorporated herein by reference. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein (including any information incorporated by reference) or such as would occur upon completion of any of the actions discussed above. ITEM 5. Interests in the Securities of the Purchaser. (a) and (b) As a result of purchases of Shares pursuant to the Offer, on September 19, 2008, Planet Hollywood and Purchaser beneficially own an aggregate 18,655,614.533 shares (the "Shares") of Common Stock, representing 87.08% of the outstanding shares of Common Stock (based upon 21,408,901 Shares issued and outstanding as of July 31, 2008, as represented by BUCA in the Merger Agreement). Planet Hollywood and Purchaser each have sole voting and dispositive power of all the Common Stock by virtue of the fact that Purchaser, the record holder of the Common Stock, is an indirect wholly-owned subsidiary of Planet Hollywood. (c) On September 9, 2008, Purchaser accepted approximately 18,006,900 Shares for purchase, representing the number of Shares properly tendered and not withdrawn as of the initial expiration date for the Offer (including Shares subject to notices of guaranteed delivery). Pursuant to the subsequent offering period that is scheduled to expire on September 23, 2008, 12:00 Midnight, New York City time, as well as Shares delivered pursuant to notices of guaranteed delivery, Purchaser purchased the following number of Shares on the following dates at the offer price of $0.45 per Share: DATE: NUMBER OF SHARES: ------------------ ----------------- September 10, 2008 14,313.153 September 11, 2008 127,161.521 September 12, 2008 239,327.259 September 15, 2008 149,044.392 September 16, 2008 10,311.931 September 17, 2008 21,826.025 September 18, 2008 89,101.000 -5- (d) Except as set forth in this Schedule 13D, none of the Reporting Parties has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, securities covered by the Schedule 13D. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information provided in Item 4 of this Schedule 13D is incorporated herein by reference. ITEM 7. Material to be Filed as Exhibits. Exhibit No. Description - ----------- ------------------------------------------------------------------- Exhibit 1 Agreement and Plan of Merger, dated as of August 5, 2008, by and among BUCA, Planet Hollywood and the Purchaser. (incorporated herein by reference to BUCA's Current Report on Form 8-K, filed on August 11, 2008). Exhibit 2 Credit Agreement, dated as of August 5, 2008, by and among BUCA and each of its subsidiaries that are signatories thereto and the Purchaser. (incorporated herein by reference to BUCA's Current Report on Form 8-K, filed on August 11, 2008). Exhibit 3 Warrant to Purchase Common Shares of BUCA, Inc., dated as of August 5, 2008, issued to Purchaser. (incorporated herein by reference to BUCA's Current Report on Form 8-K, filed on August 11, 2008). Exhibit 4 Intercreditor and Subordination Agreement, dated as of August 5, 2008, by and between Wells Fargo Foothill, Inc. and Purchaser. (incorporated herein by reference to Exhibit (d)(4) to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on August 12, 2008, as amended). Exhibit 5 Equity Commitment Letter, dated August 5, 2008, by and between Bay Harbour Management, L.C. and Planet Hollywood. (incorporated herein by reference to Exhibit (b)(1) to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on August 12, 2008, as amended). Exhibit 6 Offer to Purchase dated as of August 12, 2008 (incorporated herein by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on August 12, 2008, as amended). Exhibit 7 Form of Letter of Transmittal dated as of August 12, 2008 (incorporated herein by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Purchaser with the Securities and Exchange Commission on August 12, 2008, as amended). Exhibit 99 Joint Filing Agreement, dated September 19, 2008, by and between Planet Hollywood and the Purchaser. -6- 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: September 19, 2008 PLANET HOLLYWOOD INTERNATIONAL, INC. /s/ Martha H. McIntosh ----------------------------------------- Name: Martha H. McIntosh Title: Vice President, General Counsel and Secretary BUCA Financing, LLC /s/ Thomas Avallone ----------------------------------------- Name: Thomas Avallone Title: Executive Vice President, Chief Financial Officer and Treasurer -7- SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER AND PLANET HOLLYWOOD 1. Directors and Executive Officers of Purchaser. The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the managers of Purchaser are set forth below. The business address and phone number of each such managers is c/o BUCA Financing, LLC, 7598 West Sand Lake Road, Orlando, Florida, (407) 903-5500. Unless otherwise noted, all directors and executive officers listed below are citizens of the United States. NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - --------------------------- ------------------------------------------------ Thomas Avallone Mr. Avallone has served as Manager of Purchaser Manager since July 2008. He has also served as director, Executive Vice President and Chief Financial Officer of Planet Hollywood and several of its affiliates in Orlando, Florida since 1994. Mr. Avallone has been involved in the restaurant industry for over 25 years. From July 1987 until 1994, Mr. Avallone served as Chief Financial Officer of Hard Rock Cafe and Rank Leisure USA. Prior to serving in those positions, Mr. Avallone, a certified public accountant, was a Senior Manager at Laventhol and Horwath CPAs, a public accounting firm, specializing in the entertainment and leisure industry. Mr. Avallone is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Martha H. McIntosh Ms. McIntosh has served as Manager of Purchaser Manager since July 2008. She has also served as Vice President, General Counsel and Secretary of Planet Hollywood since March 2005. Ms. McIntosh is a member of the executive leadership team and has oversight and management responsibility for all legal and regulatory strategies and services, and is responsible for all aspects of Planet Hollywood's legal affairs around the world. From February 2002 to August 2004, Ms. McIntosh served as advertising counsel for the Home Shopping Network ("HSN"), with a business address and phone number of 1 HSN Drive, St. Petersburg, Florida, (727) 872-1000, where she managed regulatory compliance and advertising matters related to print, television and on-line advertising. Ms. McIntosh joined HSN from the law firm of Gray Robinson where she provided legal services to emerging businesses, developers and landowners, entrepreneurs, individuals, lending institutions, commercial landlords and tenants in matters of acquisition, financing, development, sales, and leasing of major commercial projects, including hotel projects and sale leaseback transactions. Ms. McIntosh is a member of the Florida Bar Association and the North Carolina Bar Association. 2. Directors and Executive Officers of Planet Hollywood. The name, business address, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Planet Hollywood are set forth below. The business address and phone number of each such director and executive officer is c/o Planet Hollywood International, Inc., 7598 West Sand Lake Road, Orlando, Florida, (407) 903-5500. Unless otherwise noted, all directors and executive officers listed below are citizens of the United States. PRESENT PRINCIPAL OCCUPATION NAME AND POSITION OR EMPLOYMENT AND EMPLOYMENT HISTORY - -------------------------------- -------------------------------------------- Robert Earl Robert Earl is the founder, Chairman, Chairman, President and Chief Executive Officer of President and Chief Executive Planet Hollywood and the co-chairman of the Officer Planet Hollywood Resort & Casino in Las Vegas, Nevada. In 1977, Mr. Earl founded President Entertainment, a company specializing in theme restaurants, which was sold in 1998. Mr. Earl became Chief Executive Officer of Hard Rock Cafe in 1998. During this same time period Mr. Earl was also a Director of Pelican Group PLC. In 2003, Mr. Earl became joint venture partners with London Clubs with its purchase of a casino in London called 50 St. James, now operating under the name Fifty. Additionally in 2003, Earl announced a partnership with Lord Sandwich, the 11th Earl of Sandwich, to launch Earl of Sandwich shops in the United States. In August 2003, Mr. Earl, along with joint venture partners, Bay Harbour Management LC and Starwood Hotels and Resorts Worldwide, purchased the Aladdin Resort and Casino which was renovated and reopened as Planet Hollywood Resort and Casino. Mr. Earl became a major shareholder in the Everton soccer club in October 2006. Mr. Earl is a citizen of the United Kingdom. Doug Teitelbaum Mr. Teitelbaum became a director of Planet Director Hollywood effective May 9, 2000. Since 1996, Mr. Teitelbaum has been co-owner and managing partner of Bay Harbour Management, L.C., an SEC registered Investment Advisor. In August 2004, Mr. Teitelbaum, along with joint venture partners Robert Earl and Starwood Hotels and Resorts Worldwide, purchased the Aladdin Resort and Casino which was renovated and reopened as Planet Hollywood Resort and Casino. From 1994 through 1996, Mr. Teitelbaum was a managing director in the High Yield and Distressed Securities Group at Bear, Stearns, Inc. Prior to that time, Mr. Teitelbaum was a partner at Dabney/Resnick, Inc., an investment banking firm. PRESENT PRINCIPAL OCCUPATION NAME AND POSITION OR EMPLOYMENT AND EMPLOYMENT HISTORY - -------------------------------- -------------------------------------------- Ed Rogers Mr. Rogers became a director of Planet Director Hollywood effective May 9, 2000. Mr. Rogers is Group Chairman of BGR Holding, formerly Barbour Griffith & Rogers, LLC (BGR). Mr. Rogers founded the firm with current Mississippi Governor Haley Barbour in 1991. Immediately prior to founding the firm, Mr. Rogers served as the Deputy Assistant to the President of the United States and Executive Assistant to the White House Chief of Staff. He also served as Senior Deputy to Bush-Quayle Campaign Manager Lee Atwater, from February of 1987, through the general election in 1988. From 1985 through February of 1987, Mr. Rogers worked in the Reagan White House in the Office of Political Affairs. (In that office, he served as Haley Barbour's deputy as the Special Assistant to the President and Deputy Director of the Office of Political Affairs.) Mr. Rogers is a member of the Alabama Bar Association and the Washington D.C. Bar Association. Steve Grapstein Mr. Grapstein became a director of Planet Director Hollywood effective May 9, 2000. Mr. Grapstein has been Chief Executive Officer of Como Holdings USA, Inc. (formerly known as Kuo Investment Company and subsidiaries), an international investment group, since January 1997. From September 1985 to January 1997, Mr. Grapstein was a Vice President of Como Holdings USA, Inc. Mr. Grapstein also holds the position of Chairman of Presidio International dba A/X Armani Exchange, a fashion retail company, since 1999. He is also a Director of Tesoro Corporation, a NYSE listed company which refines and markets petroleum products and Mulberry Group Plc., a publicly listed British designer and manufacturer of fashion and interior design products, and several privately held hotel and real estate entities. Thomas Avallone Mr. Avallone has served as director, Director, Executive Vice Executive Vice President and Chief Financial President and Chief Officer of Planet Hollywood and several of Financial Officer its affiliates in Orlando, Florida since 1994. Mr. Avallone has been involved in the restaurant industry for over 25 years. From July 1987 until 1994, Mr. Avallone served as Chief Financial Officer of Hard Rock Cafe and Rank Leisure USA. Prior to serving in those positions, Mr. Avallone, a certified public accountant, was a Senior Manager at Laventhol and Horwath CPAs, a public accounting firm, specializing in the entertainment and leisure industry. Mr. Avallone is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. PRESENT PRINCIPAL OCCUPATION NAME AND POSITION OR EMPLOYMENT AND EMPLOYMENT HISTORY - -------------------------------- -------------------------------------------- Martha H. McIntosh Ms. McIntosh was named Vice President, Vice President, General General Counsel and Secretary of Planet Counsel and Secretary Hollywood in March 2005. Ms. McIntosh is a member of the executive leadership team and has oversight and management responsibility for all legal and regulatory strategies and services, and is responsible for all aspects of Planet Hollywood's legal affairs around the world. From February 2002 to August 2004, Ms. McIntosh served as advertising counsel for the Home Shopping Network ("HSN"), with a business address and phone number of 1 HSN Drive, St. Petersburg, Florida, (727) 872-1000, where she managed regulatory compliance and advertising matters related to print, television and on-line advertising. Ms. McIntosh joined HSN from the law firm of Gray Robinson where she provided legal services to emerging businesses, developers and landowners, entrepreneurs, individuals, lending institutions, commercial landlords and tenants in matters of acquisition, financing, development, sales, and leasing of major commercial projects, including hotel projects and sale leaseback transactions. Ms. McIntosh is a member of the Florida Bar Association and the North Carolina Bar Association. EX-99 2 bi13984969-ex99.txt JOINT FILING AGREEMENT EXHIBIT 99 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D, dated September 19, 2008 (the "Schedule 13D"), with respect to the common stock, par value $0.01 per share, of BUCA, Inc. is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates written below. PLANET HOLLYWOOD INTERNATIONAL, INC. /s/ Martha H. McIntosh ----------------------------------------- Name: Martha H. McIntosh Title: Vice President, General Counsel and Secretary Date: September 19, 2008 BUCA Financing, LLC /s/ Thomas Avallone ----------------------------------------- Name: Thomas Avallone Title: Executive Vice President, Chief Financial Officer and Treasurer Date: September 19, 2008 -----END PRIVACY-ENHANCED MESSAGE-----