Exhibit (a)(1)(E)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
BUCA, INC.
at
$0.45 NET PER SHARE
Pursuant to the Offer to Purchase dated August 12, 2008
by
BUCA FINANCING, LLC
an indirect wholly-owned subsidiary of
PLANET HOLLYWOOD INTERNATIONAL, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON SEPTEMBER 9, 2008, UNLESS THE OFFER IS EXTENDED.
August 12, 2008
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated August 12, 2008 (the “Offer to Purchase”), and the related Letter of Transmittal in connection with the offer (the “Offer”) by BUCA Financing, LLC, a Florida limited liability company (the “Purchaser”) and an indirect wholly-owned subsidiary of Planet Hollywood International, Inc., a Delaware corporation (“Planet Hollywood”) to purchase for cash all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of BUCA, Inc., a Minnesota corporation (“BUCA”), at a purchase price of $0.45 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.
We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. The offer price for the Offer is $0.45 per Share, net to you in cash, without interest thereon and less any required withholding taxes.
2. The Offer is being made for all outstanding Shares.
3. The Offer and withdrawal rights will expire at 12:00 Midnight, New York City time, on September 9, 2008 unless the Offer is extended by the Purchaser.
4. The Offer is subject to certain conditions described in Section 15 (“Certain Conditions of the Offer”) of the Offer to Purchase.
5. Tendering stockholders who are registered stockholders or who tender their Shares directly to Wells Fargo Bank, N.A. (the “Depositary”), will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on the Purchaser’s purchase of Shares pursuant to the Offer.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of August 5, 2008 (as it may be amended from time to time, the “Merger Agreement”), by and among BUCA, Planet Hollywood and the Purchaser. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to certain conditions, at the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time
(other than Shares held by (i) Planet Hollywood, the Purchaser, any of their respective subsidiaries or any subsidiary of BUCA, which Shares will be cancelled and cease to exist, or (ii) stockholders who validly exercise their dissenter rights in connection with the Merger) will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and less any required withholding taxes. The Merger Agreement is more fully described in Section 11 of the Offer to Purchase. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the Instruction Form. Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the Offer. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. 2
INSTRUCTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated August 12, 2008, and the related Letter of Transmittal, in connection with the offer (the “Offer”) by BUCA Financing, LLC, a Florida limited liability company (the “Purchaser”) and an indirect wholly-owned subsidiary of Planet Hollywood International, Inc., a Delaware corporation (“Planet Hollywood”), to purchase for cash all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of BUCA, Inc., a Minnesota corporation (“BUCA”), at a purchase price of $0.45 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer. The undersigned hereby instruct(s) you to tender to the Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. ACCOUNT NUMBER: NUMBER OF SHARES BEING TENDERED HEREBY: SHARES* The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. * Dated: Address: 3
With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
BUCA, INC.
at
$0.45 NET PER SHARE
Pursuant to the Offer to Purchase dated August 12, 2008
by
BUCA FINANCING, LLC
an indirect wholly-owned subsidiary of
PLANET HOLLYWOOD INTERNATIONAL, INC. Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.
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