-----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, P7vAMCjV5/ZB1RMnSHCEQQfwPKASoU4BSTtOc68hr1v3L1FoAPQVqwioLOFcl5pT jXEAdZhAC/vVPLRrcEJo9Q== 0000899681-98-000406.txt : 19980710 0000899681-98-000406.hdr.sgml : 19980710 ACCESSION NUMBER: 0000899681-98-000406 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980709 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BERTUCCIS INC CENTRAL INDEX KEY: 0000874971 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042947209 STATE OF INCORPORATION: MA FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-41695 FILM NUMBER: 98662687 BUSINESS ADDRESS: STREET 1: 14 AUDUBON RD CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 6172466700 MAIL ADDRESS: STREET 1: 14 AUDUBON ROAD CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: BERTUCCIS HOLDING CORP DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NE RESTAURANT CO INC CENTRAL INDEX KEY: 0001061588 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 80A TURNPIKE ROAD CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088709200 MAIL ADDRESS: STREET 1: 80 A TURNPIKE RD CITY: WESTBOROUGH STATE: MA ZIP: 01581 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) ----------------- 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) ----------------------- 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 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. (f) The information set forth in Paragraph (f) of Item 10 is hereby amended and supplemented by the following: Purchaser hereby amends the Offer to extend the date on which the Offer expires so that the Offer and withdrawal rights will expire at 5:30 p.m., New York City time, on Friday, July 17, 1998, unless the Offer is further extended. A press release relating to the foregoing is filed as Exhibit (a)(12) to the Schedule 14D-1 and 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)(12) Text of Press Release issued by Parent on July 9, 1998. 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 9, 1998 NE RESTAURANT COMPANY, INC. By: /S/ PAUL V. HOAGLAND ------------------------ Paul V. Hoagland Executive Vice President NERC ACQUISITION CORP. By: /S/ PAUL V. HOAGLAND ------------------------ Paul V. Hoagland Executive Vice President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(12) Text of Press Release issued by Parent on July 9, 1998. EX-99 2 EXHIBIT (A)(12) Exhibit (a)(12) 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 Westborough, MA, July 9, 1998 --- NE Restaurant Company, Inc. ("NERC") announced today that it has extended the expiration date of the tender offer for all outstanding shares of Common Stock of Bertucci's, Inc. (NASD: BERT) at $10.50 per share commenced on May 20, 1998 through its wholly-owned subsidiary, NERC Acquisition Corp. As extended, the offer and withdrawal rights will now expire at 5:30 P.M., New York City time, on Friday, July 17, 1998, unless the offer is further extended. As of the close of business on July 8, 1998, 7,056,962 shares of Bertucci's Common Stock (constituting approximately 76.2% of the Common Stock outstanding on a fully diluted basis) had been tendered pursuant to the offer. NERC and NERC Acquisition Corp. said that they now expect to obtain $100 million of the approximately $128.8 million of required financing for the offer and related transactions through the private placement under Rule 144A of $100 million principal amount of Senior Notes through Chase Securities, Inc. and BancBoston Securities Inc., rather than the $90 million principal amount stated in the Offer to Purchase. NERC said that the extension of the offer was required in order to provide additional time in which to finalize the marketing of such Senior Notes and complete documentation relating thereto. As previously announced, the tender offer is being made pursuant to the terms of a Merger Agreement among NERC, NERC Acquisition Corp. and Bertucci's. In the merger to occur following consummation of the tender offer, each share of Bertucci's common stock which is outstanding and not purchased pursuant to the tender offer will be converted into the right to receive $10.50 in cash. NERC, headquartered in Westborough, Massachusetts, operates two distinct restaurant concepts: Chili's Grill and Bar ("Chili's") and On The Border ("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. -----END PRIVACY-ENHANCED MESSAGE-----