SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Uno Restaurant Corporation
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(Name of Issuer)
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Uno Acquisition Corp.
Aaron D. Spencer
Uno Associates
Craig S. Miller
Paul W. MacPhail
Alan M. Fox
Robert M. Vincent
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(Names of Persons Filing Statement)
COMMON STOCK
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(Title of Class of Securities)
914900
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(CUSIP Number of Class of Securities)
Craig S. Miller Steven R. London, Esq.
President and Chief Executive Officer Brown Rudnick Freed & Gesmer
Uno Restaurant Corporation One Financial Center
100 Charles Park Road Boston, MA 02111
West Roxbury, MA 02132 (617) 856-8200
(617) 323-9200
Aaron D. Spencer Constantine Alexander, Esq.
President James E. Dawson, Esq.
Uno Restaurant Holdings Corporation Nutter McClennen & Fish LLP
Uno Acquisition Corp. One International Place
100 Charles Park Road Boston, MA 02110
West Roxbury, MA 02132 (617) 439-2595
(617) 323-9200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check appropriate box):
a. /X/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. /X/
Check the following box if the filing is a final amendment reporting the
results of the transaction. / /
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$44,462,681 $8,893
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*For purposes of calculating the filing fee only. Determined by
multiplying 4,560,275 shares of common stock, par value $0.01 per share, of
Uno Restaurant Corporation by $9.75 per share. The number of shares of common
stock is equal to the total number of outstanding shares of common stock of
Uno Restaurant Corporation entitled to receive the merger consideration.
**The amount of the filing fee calculated in accordance with Exchange Act
Rule 0-11 equals 1/50th of 1% of the transaction valuation.
/X/ Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $8,893
Form or Registration No.: Schedule 14A (File No. 5-39163)
Filing Party: Uno Restaurant Corporation
Date Filed: April 27, 2001 and June 5, 2001
INTRODUCTION
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Schedule 13E-3") is being filed by: 1) Uno Restaurant
Corporation, a Delaware corporation ("Uno"), and the issuer of the equity
securities that are the subject of the Rule 13e-3 transaction; 2) Uno
Restaurant Holdings Corporation, a Delaware corporation ("Parent"), formed by
Aaron D. Spencer, Uno's chairman and majority stockholder; 3) Uno Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Parent
("Newco"); 4) Aaron D. Spencer and Uno Associates, a general partnership
owned 80% by Aaron D. Spencer; and 5) Craig S. Miller, Paul W. MacPhail, Alan
M. Fox, and Robert M. Vincent, each executive officers of Uno (collectively
referred to as the "Management Group" and, together with Uno, Parent, Newco,
Aaron D. Spencer and Uno Associates, the "Filing Persons"). Aaron D. Spencer,
Uno Associates and the Management Group are collectively referred to herein
as the "Affiliate Stockholders." The Affiliate Stockholders and Aaron D.
Spencer's two adult children, Mark Spencer and Lisa Cohen, are collectively
referred to here as the "Continuing Stockholders."
Pursuant to an Agreement and Plan of Merger, dated as of April 19,
2001, among Uno, Parent and Newco, Newco will merge with and into Uno, and
Uno will be the surviving corporation. Upon completion of the merger, each
issued and outstanding share of Uno common stock will be entitled to receive
$9.75 in cash, without interest, except for: (1) all shares of Uno common
stock held by Parent, which will be converted into an equal number of shares
of the surviving corporation; (2) treasury shares of Uno common stock, which
will be canceled and retired without any payment therefor; and (3) shares
held by stockholders who properly exercise appraisal rights in accordance
with Delaware law. Immediately prior to the completion of the merger, the
Spencer Group will contribute all but 50,000 shares of Uno common stock held
by each of Mark Spencer and Lisa Cohen to Parent in exchange for shares of
preferred stock of Parent. Upon completion of the merger, Parent will be the
sole stockholder of Uno as the surviving corporation. Simultaneously with the
completion of the merger, each member of the Management Group will purchase
shares of common stock of Parent for nominal consideration. If for a
combination of tax and economic reasons a member of the Management Group does
not want to purchase shares of common stock of Parent, he will receive
options to purchase common stock with the intent to provide the same economic
benefits that the member of the Management Group would have received had he
purchased common stock. In addition, options to purchase shares of common
stock of Uno held by Mr. Spencer and the Management Group will be cancelled,
and Mr. Spencer and the Management Group will receive options to purchase
capital stock of Parent. Immediately following the merger, the Continuing
Stockholders, through their ownership of Parent, are expected to own 100% of
the outstanding shares of common stock of Uno as the surviving corporation.
Concurrently with the filing of this Schedule 13E-3, Uno is filing
Amendment No. 1 to its Preliminary Proxy Statement (the "proxy statement")
pursuant to which Uno will notify its stockholders of, and solicit proxies
from its stockholders for, a special meeting of stockholders for the purpose
of approving the merger agreement. The information set forth in the proxy
statement, including all schedules and exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item in this
Schedule 13E-3 are qualified in their entirety by the information contained
in the proxy statement and the exhibits thereto.
ITEM 1. SUMMARY TERM SHEET.
The information contained in the sections entitled "SUMMARY TERM
SHEET" and "QUESTIONS AND ANSWERS ABOUT THE MERGER" in the proxy
statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The information contained in the sections
entitled "SUMMARY TERM SHEET" and "THE PARTICIPANTS" in the proxy
statement is incorporated herein by reference.
(b) SECURITIES. The information contained in the section entitled
"MARKET AND MARKET PRICE--Number of Stockholders" in the proxy
statement is incorporated herein by reference.
(c) TRADING MARKET AND PRICE. The information contained in the
section entitled "MARKET AND MARKET PRICE--Market Information" in
the proxy statement is incorporated herein by reference.
(d) DIVIDENDS. The information contained in the section entitled
"MARKET AND MARKET PRICE--Dividends" in the proxy statement is
incorporated herein by reference.
(e) PRIOR PUBLIC OFFERINGS. The information contained in the section
entitled "SPECIAL FACTORS--Background of the Merger" in the proxy
statement is incorporated herein by reference.
(f) PRIOR STOCK PURCHASES. The information contained in the sections
entitled "SPECIAL FACTORS--Background of the Merger," "SPECIAL
FACTORS--Recommendation of the Board of Directors, Fairness of
the Merger," and "COMMON STOCK PURCHASE INFORMATION" in the proxy
statement is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSONS.
(a), (b), (c) NAME AND ADDRESS; BUSINESS AND BACKGROUND ENTITIES; BUSINESS AND
BACKGROUND OF NATURAL PERSONS. The information contained in the
sections entitled "SUMMARY TERM SHEET," and "THE PARTICIPANTS" in
the proxy statement, and in Exhibit D to the proxy statement, is
incorporated herein by reference. Uno, one of the Filing Persons,
is also the subject company. During the last five years, none of
the following persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has
been a party to any judicial or administrative proceeding that
resulted in a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or
state securities laws, or a finding of any violation of such
laws: 1) to the best knowledge of Uno, Mr. Spencer and each
member of the Management Group, each of Uno's current directors
or executive officers; 2) to the best knowledge of Uno
Associates, each of its partners; and 3) to the best knowledge
of Parent and Newco, each of
Parent's and Newco's current directors or executive officers. All
current Uno, Uno Associates, Parent and Newco principals,
directors and executive officers are U.S. citizens.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1) TENDER OFFERS. Not applicable.
(a)(2)(i) TRANSACTION DESCRIPTION. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "THE SPECIAL MEETING - Matters to be
Considered at the Special Meeting," and "THE MERGER AGREEMENT" in
the proxy statement is incorporated herein by reference.
(a)(2)(ii) CONSIDERATION. The information contained in the sections entitled
"SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"THE SPECIAL MEETING - Matters to be Considered at the Special
Meeting," and "THE MERGER AGREEMENT--Payment for Shares" in the
proxy statement is incorporated herein by reference.
(a)(2)(iii) REASONS FOR TRANSACTION. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "SPECIAL FACTORS--Background of the Merger,"
"SPECIAL FACTORS--Recommendation of the Board of Directors;
Fairness of the Merger," "SPECIAL FACTORS--Determination of the
Fairness of the Merger by Parent, Newco and the Affiliate
Stockholders," and "SPECIAL FACTORS--Purpose and Structure of
the Merger" in the proxy statement is incorporated herein by
reference.
(a)(2)(iv) VOTE REQUIRED FOR APPROVAL. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "THE SPECIAL MEETING--Record Date and Voting
Information," "THE MERGER AGREEMENT--Uno Stockholder Approval"
and "THE MERGER AGREEMENT--Conditions to the Merger" in the proxy
statement is incorporated herein by reference.
(a)(2)(v) DIFFERENCES IN THE RIGHTS OF SECURITY HOLDERS. The information
contained in the sections entitled "SUMMARY TERM SHEET,"
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL
FACTORS--Effects of the Merger," "SPECIAL FACTORS--Interests of
the Continuing Stockholders in the Merger" and "THE MERGER
AGREEMENT-Conversion of Common Stock" in the proxy statement is
incorporated herein by reference.
(a)(2)(vi) ACCOUNTING TREATMENT. The information contained in the section
entitled "SPECIAL FACTORS-Anticipated Accounting Treatment of the
Merger" in the proxy statement is incorporated herein by
reference.
(a)(2)(vii) INCOME TAX CONSEQUENCES. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," and "SPECIAL FACTORS--Federal Income Tax
Consequences" in the proxy statement is incorporated herein by
reference.
(c) DIFFERENT TERMS. The information contained in the sections
entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SPECIAL FACTORS--Effects of the Merger," "SPECIAL
FACTORS--Interests of the Continuing Stockholders in the Merger"
and "THE MERGER AGREEMENT--Conversion of Common Stock" in the
proxy statement is incorporated herein by reference.
(d) APPRAISAL RIGHTS. The information contained in the sections
entitled "QUESTIONS AND ANSWERS ABOUT THE MERGER," "THE
SPECIAL MEETING--Appraisal Rights" and "SPECIAL
FACTORS--Appraisal Rights" in the proxy statement is incorporated
herein by reference.
(e) PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS. The information
contained in the sections entitled "THE SPECIAL MEETING--Record
Date and Voting Information," "SPECIAL FACTORS--Determination
of the Fairness of the Merger by Parent, Newco, and the
Affiliate Stockholders," "SPECIAL FACTORS--Appraisal Rights"
and "WHERE STOCKHOLDERS CAN FIND MORE INFORMATION" in the proxy
statement is incorporated herein by reference.
(f) ELIGIBILITY FOR LISTING OR TRADING. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) TRANSACTIONS. The information contained in the sections entitled
"SPECIAL FACTORS--Interests of the Continuing Stockholders in the
Merger" which describes transactions during the past two
years which were entered into between each filing person (and,
if applicable, any of its executive officers, directors or
affiliates) and Uno that had a transaction value greater than
$60,000, and "COMMON STOCK PURCHASE INFORMATION" in the proxy
statement is incorporated herein by reference.
(b),(c) SIGNIFICANT CORPORATE EVENTS; NEGOTIATIONS OR CONTACTS. The
information contained in the sections entitled "SUMMARY TERM
SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Effects of
the Merger," and "SPECIAL FACTORS--Interests of the Continuing
Stockholders in the Merger," each of which describe any
negotiations, transactions or material contacts during the
past two years between the filing person (and, if applicable,
any of its executive officers, directors or affiliates) and Uno
relating to the matters set forth in Item 1005(b) and (c) of
Regulation M-A, and "COMMON STOCK PURCHASE INFORMATION" in the
proxy statement is incorporated herein by reference.
(e) AGREEMENTS INVOLVING THE SUBJECT COMPANY'S SECURITIES. The
information contained in the sections entitled "SUMMARY TERM
SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Effects of
the Merger," and "SPECIAL FACTORS--Interests of the Continuing
Stockholders", each of which describe any agreements,
arrangements or understanding, between the filing person (and,
if applicable, any of its executive officer, directors or
affiliates) and Uno, and "THE MERGER AGREEMENT" in the proxy
statement is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) USE OF SECURITIES ACQUIRED. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "SPECIAL FACTORS--Effects of the Merger,"
"SPECIAL FACTORS--Interests of the Continuing Stockholders in
the Merger" and "THE MERGER AGREEMENT--Conversion of Common
Stock" in the proxy statement is incorporated herein by
reference.
(c) PLANS. The information contained in the sections entitled
"SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"MARKET AND MARKET PRICE--Dividends," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS-Effects
of the Merger," "SPECIAL FACTORS--Interests of the Continuing
Stockholders in the Merger," "SPECIAL FACTORS--Merger Financing,"
"THE MERGER AGREEMENT" and Exhibit D in the proxy statement is
incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a),(c) PURPOSES; REASONS. The information contained in the sections
entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SPECIAL FACTORS--Background of the Merger," "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of
the Merger," "SPECIAL FACTORS--Determination of the Fairness of
the Merger by Parent, Newco and the Affiliate Stockholders,"
and "SPECIAL FACTORS--Purpose and Structure of the Merger" in the
proxy statement is incorporated herein by reference.
(b) ALTERNATIVES. The information contained in the sections entitled
"SPECIAL FACTORS--Background of the Merger", "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of
the Merger" and "SPECIAL FACTORS--Alternatives to the Merger" in
the proxy statement is incorporated herein by reference.
(d) EFFECTS. The information contained in the sections entitled
"SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER,"
"SPECIAL FACTORS--Recommendation of the Board of Directors;
Fairness of the Merger," "SPECIAL FACTORS-Determination of the
Fairness of the Merger by Parent, Newco, and the Affiliate
Stockholders," "SPECIAL FACTORS--Effects of the Merger,"
"SPECIAL FACTORS--Risks that the Merger Will not be Completed,"
"SPECIAL FACTORS--Interests of the Continuing Stockholders in
the Merger," "SPECIAL FACTORS--Certain Risks in the Event of
Bankruptcy," "SPECIAL FACTORS--Estimated Fees and Expenses of
the Merger," "SPECIAL FACTORS--Federal Income Tax
Consequences," and "THE MERGER AGREEMENT" in the proxy
statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a),(b) FAIRNESS; FACTORS CONSIDERED IN DETERMINING FAIRNESS. The
information contained in the sections entitled "SUMMARY TERM
SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL
FACTORS--Recommendation of the
Board of Directors; Fairness of the Merger," "SPECIAL
FACTORS--Determination of the Fairness of the Merger by Parent,
Newco and the Affiliate Stockholders," "SPECIAL
FACTORS--Purpose and Structure of the Merger" and "SPECIAL
FACTORS--Opinion of Financial Advisor to the Special Committee"
in the proxy statement, and Exhibit C to the proxy statement,
"Opinion of Adams, Harkness & Hill Inc." is incorporated herein
by reference.
(c) APPROVAL OF SECURITY HOLDERS. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "THE SPECIAL MEETING--Record Date and Voting
Information," "SPECIAL FACTORS--Recommendation of the Board of
Directors; Fairness of the Merger," "THE MERGER AGREEMENT--Uno
Stockholder Approval," "THE MERGER AGREEMENT--Conditions to the
Merger," and "THE MERGER AGREEMENT--Termination of the Merger
Agreement" in the proxy statement is incorporated herein by
reference.
(d) UNAFFILIATED REPRESENTATIVE. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," "SPECIAL FACTORS--Background of the Merger,"
"SPECIAL FACTORS--Recommendation of the Board of Directors;
Fairness of the Merger" and "SPECIAL FACTORS--Opinion of
Financial Advisor to the Special Committee" in the proxy
statement is incorporated herein by reference.
(e) APPROVAL OF DIRECTORS. The information contained in the sections
entitled "SUMMARY TERM SHEET", "QUESTIONS AND ANSWERS ABOUT THE
MERGER," "SPECIAL FACTORS--Background of the Merger" and "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of
the Merger" in the proxy statement is incorporated herein by
reference.
(f) OTHER OFFERS. The information contained in the sections entitled
"SPECIAL FACTORS--Background of the Merger" and "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of
the Merger" in the proxy statement is incorporated herein by
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) REPORT, OPINION, OR APPRAISAL; PREPARER AND SUMMARY OF THE
REPORT; AVAILABILITY OF DOCUMENTS. The information contained in
the sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Recommendation of the Board of
Directors; Fairness of the Merger," "SPECIAL FACTORS--Opinion
of Financial Advisor to the Special Committee" and "WHERE
STOCKHOLDERS CAN FIND MORE INFORMATION" in the proxy statement
is incorporated herein by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a),(b),(d) SOURCE OF FUNDS; CONDITIONS; BORROWED FUNDS. The information
contained in the sections entitled "SUMMARY TERM SHEET,"
"QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SPECIAL FACTORS--Background of the
Merger" and "SPECIAL FACTORS--Merger Financing" in the proxy
statement is incorporated herein by reference.
(c) EXPENSES. The information contained in the sections entitled
"SUMMARY TERM SHEET," "THE SPECIAL MEETING--Expenses of Proxy
Solicitation," "SPECIAL FACTORS--Risks that the Merger will
not be Completed," "SPECIAL FACTORS--Estimated Fees and
Expenses of the Merger" and "THE MERGER AGREEMENT--Expense
Reimbursement" in the proxy statement is incorporated herein
by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) SECURITIES OWNERSHIP. The information contained in the section
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
in the proxy statement, and in Exhibit D to the proxy statement,
is incorporated herein by reference.
(b) SECURITIES TRANSACTIONS. The information contained in the
sections entitled "SPECIAL FACTORS--Interests of the
Continuing Stockholders in the Merger," "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT," and "COMMON STOCK
PURCHASE INFORMATION" in the proxy statement, and in Exhibit D
to the proxy statement, is incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) INTENT TO TENDER OR VOTE IN A GOING-PRIVATE TRANSACTION. The
information contained in the sections entitled "SUMMARY TERM
SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER," "THE SPECIAL
MEETING--Record Date and Voting Information" and "SPECIAL
FACTORS--Interests of the Continuing Stockholders in the Merger"
in the proxy statement is incorporated herein by reference.
(e) RECOMMENDATIONS TO OTHERS. The information contained in the
sections entitled "SUMMARY TERM SHEET," "QUESTIONS AND ANSWERS
ABOUT THE MERGER," and "SPECIAL FACTORS--Recommendation of the
Board of Directors; Fairness of the Merger" in the proxy
statement is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) FINANCIAL INFORMATION. The information contained in the sections
entitled "UNO RESTAURANT CORPORATION SELECTED HISTORICAL
FINANCIAL DATA" and "WHERE STOCKHOLDERS CAN FIND MORE
INFORMATION" in the proxy statement and in Item 8, "Financial
Statements and Supplementary Data," of Uno's most recent
Annual Report on Form 10-K for the fiscal year ended
October 1, 2000 and in Item 1, "Financial Statements," of Uno's
Quarterly Report on Form 10-Q for the quarter ended April 1,
2001, is incorporated herein by reference.
(b) PRO FORMA INFORMATION. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a),(b) SOLICITATIONS OR RECOMMENDATIONS; EMPLOYEES AND CORPORATE ASSETS.
The information contained in the sections entitled "THE SPECIAL
MEETING--Expenses of Proxy Solicitation," "SPECIAL
FACTORS--Opinion of Financial Advisor to the Special
Committee," "SPECIAL FACTORS--Interests of the Continuing
Stockholders in the Merger," "SPECIAL FACTORS--Merger
Financing," and "SPECIAL FACTORS--Estimated Fees and Expenses
of the Merger" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) OTHER MATERIAL INFORMATION. The information contained in the
sections entitled "SUMMARY TERM SHEET" "QUESTIONS AND ANSWERS
ABOUT THE MERGER" and "SPECIAL FACTORS--Litigation Challenging
the Merger" in the proxy statement is incorporated herein by
reference.
ITEM 16. EXHIBITS.
(a) Amendment No. 1 to preliminary proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on June 6, 2001
(incorporated herein by reference to the proxy statement).
(b)(1) Summary of Terms and Conditions from Fleet National Bank, N.A.
and SunTrust Bank to Uno, Parent and Newco, dated April 9, 2001,
and related documentation.
(b)(2) Letter of Intent from U.S. Realty Trust, L.L.C. to Uno dated
February 21, 2001.*
(b)(3) Sale-Leaseback Agreement between Zuno Property LLC, Franklin
Mills Pizzeria, Inc., Uno Restaurants, Inc., and Saxet
Corporation, dated as of May 11, 2001.
(b)(4) Master Lease between Zuno Property LLC and SL Properties,
Inc., dated as of May 11, 2001.
(b)(5) Unconditional Guaranty of Payment and Performance by Uno
Restaurant Corporation to Zuno Property LLC, dated as of
May 11, 2001.
(c)(1) Fairness Opinion of Adams, Harkness & Hill, Inc., dated April 4,
2001 (incorporated herein by reference to Exhibit C to the proxy
statement).
(c)(2) Fairness Presentation of Adams, Harkness & Hill Inc., to the
Independent Special Committee of the Board of Directors of Uno
Restaurant Corporation presented on April 4, 2001.*
(c)(3) Letter from Tucker Anthony Incorporated dated February 15, 2001
to Adams, Harkness & Hill Inc. relating to analyses of other
comparable transactions.*
(c)(4) Letter from Tucker Anthony Incorporated dated February 22, 2001
to Adam, Harkness & Hill Inc. relating to analyses of other
comparable transactions.*
(c)(5) Presentation of Adams, Harkness & Hill, Inc., to the Special
Committee presented on January 29, 2001.
(d)(1) Agreement and Plan of Merger, dated as of April 19, 2001, among
Uno, Parent and Newco (incorporated herein by reference to
Exhibit A to the proxy statement).
(d)(2) Voting Agreement, dated as of April 19, 2001 by and among Uno,
each of the Continuing Stockholders.*
(d)(3) Form of Guaranty, dated as of April 9, 2001, issued by Aaron D.
Spencer in favor of Uno.*
(f) Section 262 of the Delaware General Corporation Law (incorporated
herein by reference to Exhibit B to the proxy statement).
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* Previously filed as an exhibit to the Schedule 13E-3 and incorporated by
reference herein.
SIGNATURES
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Dated: June 5, 2001
UNO RESTAURANT CORPORATION
By: /s/ Craig S. Miller
-------------------------------------
Craig S. Miller
President and Chief Executive Officer
UNO RESTAURANT HOLDINGS CORPORATION
By: /s/ Aaron D. Spencer
-------------------------------------
Aaron D. Spencer
President and Chief Executive Officer
UNO ACQUISITION CORP.
By: /s/ Aaron D. Spencer
-------------------------------------
Aaron D. Spencer
President and Chief Executive Officer
UNO ASSOCIATES
By: /s/ Aaron D. Spencer
-------------------------------------
Aaron D. Spencer, its general partner
/s/ Aaron D. Spencer
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Aaron D. Spencer
/s/ Craig S. Miller
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Craig S. Miller
/s/ Paul W. MacPhail
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Paul W. MacPhail
/s/ Alan M. Fox
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Alan M. Fox
/s/ Robert M. Vincent
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Robert M. Vincent