SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
[X] Current Report Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported)
MAY 25, 2001
NE RESTAURANT COMPANY, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 333-62775
DELAWARE 06-1311266
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5 CLOCK TOWER PLACE, MAYNARD, MASSACHUSETTS 01754
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 897-1400
N/A
(Former Name or former address, if changed since last report)
Item 5. Other Information
On May 25, 2001, NE Restaurant Company, Inc. (the "Company") commenced a
tender offer and consent solicitation for up to $43 Million of its outstanding
$100 Million 10 3/4% Senior Notes due 2008 (the "Notes"). The source of the
consideration for the tender offer and consent solicitation is a portion of the
net proceeds received from the Company's sale of forty Chili's Grill & Bar and
seven On The Border Mexican Grill & Cantina restaurants to Brinker
International, Inc. in April 2001 (see Note 3 of Notes to Consolidated Financial
Statements included in the Company's Form 10-Q filed on May 18, 2001).
The tender offer and the consent solicitation are subject to the terms
and conditions in the Offer to Purchase and Consent Solicitation Statement dated
May 25, 2001. The expiration date of the tender offer is 5:00 p.m., E.D.T. on
June 26, 2001, unless extended by the Company. The consent solicitation deadline
is expected to be 5:00 p.m., E.D.T. on June 13, 2001, subject to extension.
The total consideration offered in the tender offer and the consent
solicitation is $705 per $1,000 principal amount of the Notes. By means of the
consent solicitation, the Company is seeking consents from the registered
holders of the Notes ("Holders") to a proposed amendment to the Indenture
relating to such Notes. Holders will not be required to tender their Notes in
order to consent to the proposed amendment, but Holders will be required to
consent to the proposed amendment in order to tender. If all the conditions to
the consent solicitation are satisfied, Holders who deliver consents on or prior
to the consent solicitation deadline will receive a consent payment of $5 per
$1,000 principal amount of the Notes held by such Holder. The total
consideration for a valid tender and consent includes the $5 consent payment.
Holders who tender their Notes after the consent solicitation deadline will
receive the total consideration minus the consent payment.
The tender offer and consent solicitation are subject to certain
conditions, which may be waived by the Company. The Company reserves the right
to withdraw or modify the terms of the tender offer and consent solicitation.
As of May 25, 2001, the Company owned and operated 74 Bertucci's Brick
Oven Pizzeria restaurants in ten states.
The statements contained herein that are not historical facts are
forward-looking statements. These forward-looking statements involve risks and
uncertainties and, consequently, could be affected by general business and
economic conditions, the impact of competition, the seasonality of the company's
business, governmental regulations, and inflation.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated June 25, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NE RESTAURANT COMPANY, INC.
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(Registrant)
Date: June 8, 2001 BY: /s/ KURT J. SCHNAUBELT
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Kurt J. Schnaubelt
Vice President - Finance and Chief
Accounting Officer