-----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, P5gj+GHRGrRWiiZqrVHkICwWWYBZ4L3EMan6TV7MQHOKy7fhocSM7Pqb+3QUTGRE xrw4odJnc7x9T6dFoI4/3g== 0000950135-97-002935.txt : 19970710 0000950135-97-002935.hdr.sgml : 19970710 ACCESSION NUMBER: 0000950135-97-002935 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970709 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNO RESTAURANT CORP CENTRAL INDEX KEY: 0000812075 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042953702 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39163 FILM NUMBER: 97638244 BUSINESS ADDRESS: STREET 1: 100 CHARLES PARK RD CITY: WEST ROXBURY STATE: MA ZIP: 02132 BUSINESS PHONE: 6173239200 MAIL ADDRESS: STREET 1: 100 CHARLES PARK ROAD CITY: WEST ROXBURY STATE: MA ZIP: 02132 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNO RESTAURANT CORP CENTRAL INDEX KEY: 0000812075 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042953702 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 100 CHARLES PARK RD CITY: WEST ROXBURY STATE: MA ZIP: 02132 BUSINESS PHONE: 6173239200 MAIL ADDRESS: STREET 1: 100 CHARLES PARK ROAD CITY: WEST ROXBURY STATE: MA ZIP: 02132 SC 13E4/A 1 UNO RESAURANT CORPORATION 1 SCHEDULE 13E-4 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Issuer Tender Offer Statement (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) (AMENDMENT NO. 1) UNO RESTAURANT CORPORATION -------------------------- (Name of Issuer) UNO RESTAURANT CORPORATION ------------------------------------ (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 914900 10 5 ----------- (CUSIP Number of Class of Securities) CRAIG S. MILLER, CHIEF EXECUTIVE OFFICER UNO RESTAURANT CORPORATION 100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132 (617-323-9200) - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) With a copy to: Steven R. London, Esq. Brown, Rudnick, Freed & Gesmer One Financial Center Boston, Massachusetts 02111 (617-856-8313) June 12, 1997 ------------- (Date Tender Offer First Published, Sent or Given to Security Holders) 2 CALCULATION OF FILING FEE: TRANSACTION AMOUNT OF VALUATION*$7,500,000.00 FILING FEE: $1,500.00 ------------- --------- * Based upon the purchase of 1,000,000 Shares of Common Stock, $.01 par value (the maximum number of Shares offered to be purchased) at $7.50 per Share (the maximum per Share purchase price which may be selected by the Company pursuant to the tender offer). [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. Amount Previously Paid: $1,500.00 ---------------------------------- Form or Registration No.: Schedule 13E-4 -------------------------------- Filing Party: Uno Restaurant Corporation -------------------------------------------- Date Filed: June 12, 1997 ---------------------------------------------- -2- 3 ITEM 1. SECURITY AND ISSUER. (a) Name: Uno Restaurant Corporation Address of Principal Executive Office: 100 Charles Park Road, West Roxbury, MA 02132 (b) Title of Securities Being Sought: Common Stock, par value $0.01 per share (the "Shares") Amount outstanding on June 11, 1997: 12,166,773 Shares Information with respect to the exact amount of securities being sought and the consideration being offered therefor is set forth in "Number of Shares; Proration" beginning on Page 7 in the Offer to Purchase (the "Offer to Purchase"), filed as Exhibit (a)(1) hereto, which is incorporated herein by reference, as amended by Amendment to Offer dated July 9, 1997 (the "Amendment"), filed as Exhibit (a)(8) hereof, which is incorporated herein by reference. The executive officers, directors and affiliates of the Issuer have advised the Issuer that they do not intend to tender any Shares pursuant to the Offer. (c) Information with respect to the principal market for and price range of the Shares is set forth in "Price Range of Shares; Dividends" beginning on Page 14 in the Offer to Purchase, which is incorporated herein by reference. (d) Not applicable. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Information with respect to source and amount of funds to be used for the purchase of Shares is set forth in "Source and Amount of Funds" beginning on Page 16 in the Offer to Purchase, which is incorporated herein by reference. (b)(1) A summary of each loan agreement or arrangement containing the identity of the parties, the term, the collateral, the stated and effective interest rates, and other material terms or conditions relative to such loan agreements is set forth in "Source and Amount of Funds" beginning on Page 16 in the Offer to Purchase, which is incorporated herein by reference. (2) No formal plans or arrangements have been made to repay such borrowings under the credit agreement described in "Source and Amount of Funds" beginning on Page 16 in the Offer to Purchase, which is incorporated herein by reference, other than in accordance with the terms of such credit agreement. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. Information with respect to the purpose of the tender offer and planned disposition of the securities and possible effects of the tender offer is set forth in "Background and Purpose of the Offer; Certain Effects of the Offer" and "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" beginning on Pages 14 and 20, respectively, in the Offer to Purchase, which are incorporated herein by reference, as amended by the Amendment which is incorporated herein by reference. Other than as indicated, there are no current plans or proposals that relate to or would result in: -3- 4 (a) The acquisition by any person of additional securities of the Issuer, or the disposition of any securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer including, but not limited to, any plans or proposals to change the number or the term of directors, to fill any existing vacancy on the board or to change any material term of the employment contract of any executive officer; (e) Any material change in the present dividend rate or policy, or indebtedness or capitalization of the Issuer; (f) Any other material change in the Issuer's corporate structure or business; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of equity security of the Issuer to be delisted from a national securities exchange, or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) The suspension of the Issuer's obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any of its executive officers or directors or any associate of any of the foregoing has engaged in any transactions involving the Shares during the 40 business days prior to the date hereof, except as is set forth in "Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" beginning on Page 20 on Schedule A in the Offer to Purchase, which is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. Neither the Issuer nor, to the knowledge of the Issuer, any of its executive officers, directors, or affiliates is a party to any contract, arrangement, understanding or relationship relating directly or indirectly to the Offer and the securities of the Issuer, except as set forth in "Fees and Expenses" beginning on Page 23 in the Offer to Purchase, which is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. -4- 5 Information with respect to persons employed, retained or to be compensated by the Issuer to make solicitations or recommendations in connection with the tender offer is set forth in "Fees and Expenses" beginning on Page 23 in the Offer to Purchase, which is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a)(1) See the information set forth on pages 35-53 of the Company's Annual Report on Form 10-K for the year ended September 29, 1996, filed as Exhibit (g)(1) hereto, which is incorporated herein by reference. (a)(2) See the information set forth on pages 3 through 6 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, filed as Exhibit (g)(2) hereto, which is incorporated herein by reference. See also the Company's Current Report on Form 8-K dated July 3, 1997, filed as Exhibit (g)(3) hereto, which is incorporated herein by reference. (a)(3)-(4) See "Certain Information Concerning the Company" beginning on Page 17 in the Offer to Purchase, which is incorporated herein by reference. (b)(1)-(3) See "Certain Information Concerning the Company" beginning on Page 17 in the Offer to Purchase, which is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) To the Issuer's knowledge, none of its executive officers or directors is a party to any material contract, arrangement, understanding or relationship between such person and the Issuer which is material to a decision by a stockholder whether to tender or hold Shares in the tender offer. (b) There are no applicable regulatory requirements which must be complied with or approvals which must be obtained in connection with the tender offer. (c) Not applicable. (d) There are no material pending legal proceedings relating to the tender offer. (e) Not applicable. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith or incorporated by reference herein to documents previously filed. (a)(1) Form of Offer to Purchase dated June 12, 1997.* (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9).* (3) Form of Notice of Guaranteed Delivery.* -5- 6 (4) Form of Letter dated June 12, 1997 from Montgomery Securities (Dealer Manager) to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (6) Form of Letter dated June 12, 1997 from Aaron D. Spencer, Chairman, and Craig S. Miller, Chief Executive Officer of the Issuer, to the stockholders of the Issuer.* (7) Text of Press Release dated June 12, 1997.* (8) Amendment to Offer dated July 9, 1997. (9) Form of Letter dated July 9, 1997 from Montgomery Securities (Dealer Manager) to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (10) Form of Letter dated July 9, 1997 from Aaron D. Spencer, Chairman, and Craig S. Miller, Chief Executive Officer of the Issuer, to the stockholders of the Issuer. (b) $50,000,000 Revolving Credit and Term Loan Agreement dated as of December 9, 1994 by and among Uno Restaurants, Inc., as Borrower, Uno Foods Inc., Pizzeria Uno Corporation, URC Holding Company, Inc. and Uno Restaurant Corporation, as Guarantors, and Fleet Bank of Massachusetts, N.A. as Agent (without exhibits) filed as Exhibit 10(p) to the Company's Annual Report on From 10-K for the fiscal year ended October 2, 1994, and First Amendment to Revolving Credit and Term Loan Agreement dated as of January 30, 1995, and Second Amendment to Revolving Credit and Term Loan Agreement dated as of November 7, 1995 filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 1995, and the Third Amendment to Revolving Credit and Term Loan Agreement dated as of March 29, 1996 filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 1996.* (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g)(1) Pages 35 through 53 of the Company's Annual Report on Form 10-K for the year ended September 29, 1996.* (g)(2) Pages 3 through 6 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997.* (g)(3) The Company's Current Report on Form 8-K dated July 3, 1997. - ------------------ *Previously filed. -6- 7 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. UNO RESTAURANT CORPORATION /s/ Craig S. Miller By:_________________________________________ Craig S. Miller, Chief Executive Officer Dated: July 9, 1997 -7- 8 EXHIBIT INDEX DESCRIPTION OF EXHIBIT (a)(1) Form of Offer to Purchase dated June 12, 1997.* (2) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9).* (3) Form of Notice of Guaranteed Delivery.* (4) Letter dated June 12, 1997 from Montgomery Securities (Dealer Manager) to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (6) Form of Letter dated June 12, 1997 from Aaron D. Spencer, Chairman, and Craig S. Miller, Chief Executive Officer of the Issuer, to the stockholders of the Issuer.* (7) Press Release dated June 12, 1997.* (8) Amendment to Offer dated July 9, 1997. (9) Form of Letter dated July 9, 1997 from Montgomery Securities (Dealer Manager) to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (10) Form of Letter dated July 9, 1997 from Aaron D. Spencer, Chairman, and Craig S. Miller, Chief Executive Officer of the Issuer, to the stockholders of the Issuer. (b) $50,000,000 Revolving Credit and Term Loan Agreement dated as of December 9, 1994 by and among Uno Restaurants, Inc., as Borrower, Uno Foods Inc., Pizzeria Uno Corporation, URC Holding Company, Inc. and Uno Restaurant Corporation, as Guarantors, and Fleet Bank of Massachusetts, N.A. as Agent (without exhibits) filed as Exhibit 10(p) to the Company's Annual Report on From 10-K for the fiscal year ended October 2, 1994, and First Amendment to Revolving Credit and Term Loan Agreement dated as of January 30, 1995, and Second Amendment to Revolving Credit and Term Loan Agreement dated as of November 7, 1995 filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended October 1, 1995, and the Third Amendment to Revolving Credit and Term Loan Agreement dated as of March 29, 1996 filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 1996 (previously filed with the Commission and incorporated by reference herein).* (g)(1) Pages 35 through 53 of the Company's Annual Report on Form 10-K for the year ended September 29, 1996.* (2) Pages 3 through 6 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997.* (3) The Company's Current Report on Form 8-K dated July 3, 1997 (previously filed with the Commission and incorporated by reference herein). - ------------------- *Previously Filed. -8- EX-99.(A)(8) 2 AMENDMENT TO OFFER DATED JULY 9, 1997 1 AMENDMENT TO OFFER BY UNO RESTAURANT CORPORATION TO PURCHASE FOR CASH UP TO 1,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT IN EXCESS OF $7.50 NOR LESS THAN $6.00 PER SHARE - -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED UNTIL 5:00 P.M., NEW YORK CITY TIME ON JULY 25, 1997, UNLESS THE OFFER, AS AMENDED, IS FURTHER EXTENDED. - -------------------------------------------------------------------------------- THE ORIGINAL OFFER. By Offer to Purchase dated June 12, 1997 (the "Offer to Purchase"), Uno Restaurant Corporation (the "Company") invited its stockholders to tender up to 1,000,000 shares (the "Shares") of its Common Stock, $.01 par value per share (the "Common Stock") to the Company at prices, not in excess of $7.50 nor less than $6.00 per share, specified by tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal which accompanied the Offer to Purchase (which together constitute the "Offer"). Pursuant to the Offer, the Company will, upon the terms and subject to the conditions of the Offer, determine a single per Share price (not in excess of $7.50 nor less than $6.00 per Share) (the "Purchase Price") that it will pay for Shares properly tendered pursuant to the Offer, taking into account the number of Shares so tendered and the prices specified by tendering stockholders. THE AMENDMENTS. The Company hereby amends the terms and conditions of the Offer (the "Amendment"). The Offer originally provided that the Company would select the lowest Purchase Price that would allow it to buy 1,000,000 Shares (or such lesser number of Shares as are properly tendered at or below the Purchase Price) pursuant to the Offer or such lesser number of Shares as may be necessary in the discretion of the Company to maintain at least 300 record holders of Shares after the completion of the purchase by the Company pursuant to the Offer. The Company hereby amends the Offer to delete the provision that the Company may purchase such lesser number of Shares below 1,000,000 as may be necessary to maintain at least 300 record holders of Shares after the completion of the Offer. In addition, the Company amends the Offer to add as a condition to the Offer that the purchase by the Company of 1,000,000 Shares (or such lesser number of Shares as are properly tendered at or below the Purchase Price) does not reduce the total number of record holders of Shares to less than 300. As a result of adding this provision as a condition to the Offer, the Company will not accept for payment or purchase and pay for any Shares tendered and may terminate or amend the Offer if such acceptance for payment and purchase would reduce the total number of record holders of Shares to less than 300. However, if the purchase by the Company of such Shares would reduce the total number of record holders of Shares to less than 300, 2 the Company currently intends to further amend the Offer to reduce the total number of Shares invited to tender from 1,000,000 to such lesser number which the Company will specify at that time in order to maintain at least 300 record holders of Shares after the completion of the purchase by the Company pursuant to the Offer as so amended. If the Company does so further amend the Offer, the Company will also extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") for at least an additional ten (10) business days following and including the date such further amendment is first published, sent or given. REASONS FOR AMENDMENTS. The purchase of Shares pursuant to the Offer will reduce the number of Shares that otherwise might trade publicly and will reduce the number of stockholders. Section 12(g)(4) of the Exchange Act provides that the Shares would become eligible for deregistration under the Exchange Act if the number of holders of record of the Shares is reduced to less than 300. Rule 13e-3 of the Exchange Act also provides certain disclosure and other requirements if certain transactions or series of transactions have either a reasonable likelihood or a purpose of causing, among other results, any class of equity securities of an issuer to be held of record by less than 300 holders. As a result, the Company reserved the right in the original Offer to reduce the number of Shares purchased to the extent necessary to maintain at least 300 record holders of Shares after the completion of the purchase by the Company. However, the right to reduce the number of Shares purchased pursuant to the Offer may have the effect of making the total number of Shares which are invited to tender too indefinite. Consequently, the Company has amended the Offer to remove this provision so the Offer, as amended, is for up to 1,000,000 Shares or such lesser number of Shares as are properly tendered at or below the Purchase Price. Since the Company currently has no plans or intention to become eligible for deregistration under the Exchange Act, instead, the Offer, as amended, is now conditioned upon maintaining at least 300 record holders of Shares. Reference is made to the following sections of the Offer to Purchase which are affected by this Amendment: "Cover Page," "Summary," "Introduction," "The Offer - 1. Number of Shares; Proration," " - 3. Withdrawal Rights," " - 5. Certain Conditions of the Offer," and " - 7. Background and Purpose of the Offer; Certain Effects of the Offer." Except as specifically described in this Amendment, the Offer, including the Offer to Purchase and Letter of Transmittal, shall remain in full force and effect. The Dealer Manager for the Offer is: MONTGOMERY SECURITIES The date of this Amendment to the Offer to Purchase is July 9, 1997 3 The Depositary is: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. BY MAIL: BY HAND: Reorganization Department Reorganization Department P.O. Box 3301 120 Broadway - 13th Floor South Hackensack, NJ 07606 New York, NY 10271 BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER: 201-329-8936 Reorganization Department Confirm Receipt of Notice of Guaranteed Delivery 120 Broadway - 13th Floor 201-296-4209 (or) 201-296-4381 New York, NY 10271 Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the Dealer Manager or the Information Agent at their respective address and telephone number set forth below. Stockholders may also contact their broker, dealer, commercial bank or trust company for assistance concerning the Offer. The Information Agent is: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. BY MAIL: BY HAND: Reorganization Department Reorganization Department P.O. Box 3301 120 Broadway - 13th Floor South Hackensack, NJ 07606 New York, NY 10271 BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER: 201-329-8936 Reorganization Department Confirm Receipt of Notice of Guaranteed Delivery 120 Broadway - 13th Floor 201-296-4209 (or) 201-296-4381 New York, NY 10271 For Information call 888-224-2745 The Dealer Manager is: MONTGOMERY SECURITIES BY MAIL: BY HAND: Corporate Services Corporate Services 600 Montgomery Street, 12th Floor 600 Montgomery Street, 12th Floor San Francisco, CA 94111 San Francisco, CA 94111 BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER: 415-249-5052 Corporate Services 600 Montgomery Street, 12th Floor San Francisco, CA 94111
For information call: 888-221-2656 EX-99.(A)(9) 3 LETTER DATED JULY 9, 1997 FROM MONTGOMERY SEC. 1 MONTGOMERY SECURITIES 600 MONTGOMERY STREET SAN FRANCISCO, CA 94111 July 9, 1997 To: Brokers, Dealers, Commercial Banks, Trust Companies Other Nominees: We are acting as Dealer Manager, on behalf of Uno Restaurant Corporation, a Delaware Corporation (the "Company"), in connection with its Offer to Purchase for cash up to 1,000,000 shares of its Common Stock, $.01 par value per share (the "Common Stock" or the "Shares") at a price (in multiples of $0.125), not in excess of $7.50 nor less than $6.00 per Share specified by the tendering stockholders, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 12, 1997, and in the related Letter of Transmittal (which together constitute the "Offer") and which we previously delivered to you for distribution to your clients for whom you hold Shares registered in your name (or in the name of your nominee). The Company has amended the Offer to add as a condition that the purchase by the Company of 1,000,000 Shares (or such lesser number of Shares as are properly tendered at or below the Purchase Price) does not reduce the total number of record holders of Shares to less than 300. In connection with this condition of the Offer, the Company has also extended the Offer, Proration Period and Withdrawal Rights until 5:00 P.M. New York City Time on July 25, 1997, unless the Offer, as amended, is further extended. The amendments are more fully described in the copies of the Amendment which are enclosed. We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Amendment to their attention as promptly as possible. We have enclosed for your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, copies of the Amendment and a letter dated July 9, 1997 from Aaron D. Spencer, Chairman of the Company, and Craig S. Miller, Chief Executive Officer of the Company, to the Company's stockholders. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED UNTIL 5:00 P.M. NEW YORK CITY TIME ON JULY 25, 1997, UNLESS THE OFFER, AS AMENDED, IS FURTHER EXTENDED. Any questions or requests for assistance or additional copies of the Amendment, Offer to Purchase, and the Letter of Transmittal may be directed to the Dealer Manager, Montgomery Securities, telephone 1-888-221-2656 or to the Information Agent, ChaseMellon Shareholder Services L.L.C., telephone 1-888-224-2745. Very truly yours, MONTGOMERY SECURITIES - -------------------------------------------------------------------------------- NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN. - -------------------------------------------------------------------------------- EX-99.(A)(10) 4 LETTER DATED JULY 9, 1997 FROM AARON D. SPENCER 1 [LOGO] UNO RESTAURANT CORPORATION 100 CHARLES PARK ROAD WEST ROXBURY, MA 02132 (617) 323-9200 July 9, 1997 Dear Stockholder: As you were notified previously, Uno Restaurant Corporation (the "Company") is offering to purchase up to 1,000,000 shares of its Common Stock, $.01 par value per share (the "Common Stock or the "Shares"), from its stockholders at a price not in excess of $7.50 nor less than $6.00 per share (the "Offer"). The Company is conducting the Offer through a procedure commonly referred to as a "Dutch Auction" which allows you to select the price, within the range of $6.00 to $7.50 per Share, at which you are willing to sell your Shares to the Company. The Company will select the lowest purchase price that will allow it to purchase up to 1,000,000 Shares and that same price will be paid for all Shares purchased in the Offer. The purpose of this letter is to notify you of an amendment to the Offer. As more fully explained in the accompanying Amendment, the Company has added as a condition to the Offer that the purchase by the Company of 1,000,000 Shares (or such lesser number of Shares as are properly tendered at or below the purchase price) does not reduce the total number of record holders of Shares to less than 300. In connection with this condition of the Offer, the Company has also extended the Offer, Proration Period and Withdrawal Rights until 5:00 P.M., New York City Time on July 25, 1997, unless the Offer, as amended, is further extended. We encourage you to read the enclosed Amendment carefully before making any decision with respect to the Offer. If you have any questions or request for assistance or for additional copies of the Amendment, the Offer to Purchase and the Letter of Transmittal, you may call the Information Agent for the Offer, ChaseMellon Shareholder Services L.L.C. at 888-224-2745. Very truly yours, Aaron D. Spencer, Chairman Craig S. Miller, Chief Executive Officer - -------------------------------------------------------------------------------- EACH STOCKHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----