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. 4)
Uno Restaurant Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Uno Restaurant Corporation
Uno Restaurant Holdings Corporation
Aaron D. Spencer
Uno Associates
Craig S. Miller
Paul W. MacPhail
Alan M. Fox
Robert M. Vincent
- --------------------------------------------------------------------------------
(Names of Persons Filing Statement)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
914900
- --------------------------------------------------------------------------------
(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
100 Charles Park Road One International Place
West Roxbury, MA 02132 Boston, MA 02110
(617) 323-9200 (617) 439-2595
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
<Page>
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. |_|
Check the following box if the filing is a final amendment reporting the
results of the transaction. |X|
- --------------------------------------------------------------------------------
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$44,462, 681 $8,893
- --------------------------------------------------------------------------------
*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, June 6, 2001, June 27, 2001 and
June 28, 2001
<Page>
INTRODUCTION
This Amendment No. 4 is being filed as the Final Amendment to the Rule
13e-3 Transaction Statement on Schedule 13E-3 (this "Final Amendment") first
filed on April 27, 2001, as amended (the "Schedule 13E-3"), and 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) Aaron D. Spencer and Uno Associates, a general partnership owned 80% by Aaron
D. Spencer and 10% by each of his two adult children, Mark Spencer and Lisa
Cohen; and 4) 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, Aaron D. Spencer and Uno
Associates, the "Filing Persons"). Aaron D. Spencer, Uno Associates, Mark
Spencer and Lisa Cohen are collectively referred to as the "Spencer Group."
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 herein as the "Continuing Stockholders." All
information set forth below should be read in conjunction with the information
contained herein or incorporated by reference in the Schedule 13E-3.
This Final Amendment is being filed with the Securities and Exchange
Commission pursuant to the requirements of Rule 13e-3(d)(3) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to report
the results of the transactions contemplated by the Agreement and Plan of
Merger, dated as of April 19, 2001, among Uno, Parent and Uno Acquisition Corp.
(the "Merger Agreement"). Uno Acquisition Corp., which was a party to the Merger
Agreement, is not a filing party of this Final Amendment because it was merged
with and into Uno in the merger.
On July 30, 2001, Uno's stockholders adopted and approved the Merger
Agreement. Of the 11,006,693 shares of Uno common stock outstanding and entitled
to vote as of June 19, 2001, the record date, 10,203,621 shares voted in favor
of the adoption and approval of the Merger Agreement. In addition, although not
required under Delaware law, Uno's Restated Certificate of Incorporation or
Uno's Amended and Restated Bylaws, a condition to the completion of the merger
was the requirement that a majority of shares held by stockholders other than
the Continuing Stockholders vote to adopt and approve the Merger Agreement. Of
the 4,195,575 shares of Uno common stock outstanding and entitled to vote as of
the record which were held by stockholders other than the Continuing
Stockholders, 3,392,503 shares voted in favor of the adoption and approval of
the Merger Agreement. In the merger, each issued and outstanding share of Uno
common stock was converted into the right to receive $9.75 in cash, without
interest, except for (1) all shares of Uno common stock held by Parent, which
were converted into an equal number of shares of the surviving corporation; and
(2) treasury shares which were cancelled and retired without any payment
therefor. No stockholder exercised appraisal rights in accordance with Delaware
law. Immediately prior to the completion of the merger, the Spencer Group
contributed 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 became
-1-
<Page>
the sole stockholder of Uno as the surviving corporation.
On July 31, 2001, the merger became effective when Uno filed a certificate
of merger with the Secretary of State of the State of Delaware.
On July 31, 2001, Uno issued a press release announcing the completion of
the merger.
On August 1, 2001, Uno filed a certification on Form 15, pursuant to Rules
12g-4 and 12h-3 promulgated under the Exchange Act, to provide notice of
termination of registration of Uno common stock, and to immediately suspend all
reporting requirements under Section 13(a) and 15(d) of the Exchange Act.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSONS
(a) This Final Amendment to this Schedule 13E-3 is being filed by Uno, Parent,
Aaron D. Spencer and Uno Associates, Craig S. Miller, Paul W. MacPhail,
Alan M. Fox and Robert M. Vincent.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(b) At a special meeting of Uno's stockholders held on July 30, 2001, the
stockholders adopted and approved the Merger Agreement. In addition, more
than a majority of the shares held by stockholders other than the
Continuing Stockholders adopted and approved the Merger Agreement.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(b) The merger was completed and became effective on July 31, 2001.
ITEM 16. EXHIBITS
(b)(7) Sale-Leaseback Agreement between Spencer Family, LLC, Uno Foods,
Inc. and Saxet Corporation dated as of July 30, 2001.
(b)(8) Master Lease between Spencer Family, LLC and SLA Mail, Inc. dated as
of July 30, 2001.
(b)(9) Unconditional Guaranty of Payment and Performance by Uno Restaurant
Corporation to Spencer Family, LLC dated as of July 30, 2001.
(b)(10) Sale-Leaseback Agreement between Spencer Family, LLC and Saxet
Corporation dated as of July 27, 2001.
(b)(11) Master Lease between Spencer Family, LLC and SLA Mail II, Inc. dated
as of July 31, 2001.
(b)(12) Unconditional Guaranty of Payment and Performance by Uno Restaurant
Corporation to
-2-
<Page>
Spencer Family, LLC dated as of July 31, 2001.
(b)(13) Credit Agreement, dated as of July 31, 2001, by and among Uno, Uno
Restaurants, Inc., Uno Acquisition Corp., and SL Properties, Inc, as
borrowers, Parent, Uno Foods, Inc., Pizzeria Uno Corporation and URC
Holding Company, Inc., as guarantors, the lenders party thereto,
Fleet National Bank, as administrative agent for the lenders and
SunTrust Bank, as syndication agent for the lenders.
(b)(14) Form of Mortgage, Security Agreement, Assignment of Leases and Rents
dated as of July 30, 2001 issued by Spencer Family, LLC in favor of
General Electric Capital Business Asset Funding Corporation.
(b)(15) Form of Promissory Note dated as of July 30, 2001, issued by Spencer
Family, LLC in favor of General Electric Capital Business Asset
Funding Corporation.
(b)(16) Form of Security Agreement dated as of July 30, 2001 between Spencer
Family, LLC and General Electric Capital Business Asset Funding
Corporation.
(b)(17) Form of Guaranty Agreement dated as of July 30, 2001 issued by Aaron
D. Spencer issued in favor of General Electric Capital Business
Asset Funding Corporation.
(c)(6) Bring Down Fairness Opinion of Adams Harkness & Hill dated as of
July 30, 2001.
-3-
<Page>
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: August 16, 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 ASSOCIATES
By: /s/ Aaron D. Spencer
--------------------------------------
Aaron D. Spencer, its general partner
/s/Aaron D. Spencer
------------------------------------------
Aaron D. Spencer
/s/ Craig S. Miller
------------------------------------------
Craig S. Miller
/s/ Paul W. MacPhail
------------------------------------------
Paul W. MacPhail
/s/ Alan M. Fox
------------------------------------------
Alan M. Fox
/s/ Robert M. Vincent
------------------------------------------
Robert M. Vincent
<Page>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
(a) Definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission on June 28, 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 2, 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.*
(b)(6) Commitment Letters, as amended, from General Electric Capital
Business Asset Funding Corporation issued to Aaron D. Spencer.*
(b)(7) Sale-Leaseback Agreement between Spencer Family, LLC, Uno Foods,
Inc. and Saxet Corporation dated as of July 30, 2001.
(b)(8) Master Lease between Spencer Family, LLC and SLA Mail, Inc. dated as
of July 30, 2001.
(b)(9) Unconditional Guaranty of Payment and Performance by Uno Restaurant
Corporation to Spencer Family, LLC dated as of July 30, 2001.
(b)(10) Sale-Leaseback Agreement between Spencer Family, LLC and Saxet
Corporation dated as of July 27, 2001.
(b)(11) Master Lease between Spencer Family, LLC and SLA Mail II, Inc. dated
as of July 31, 2001.
(b)(12) Unconditional Guaranty of Payment and Performance by Uno Restaurant
Corporation to Spencer Family, LLC dated as of July 31, 2001.
(b)(13) Credit Agreement, dated as of July 31, 2001, by and among Uno, Uno
Restaurants, Inc., Uno Acquisition Corp., and SL Properties, Inc, as
borrowers, Parent, Uno Foods, Inc., Pizzeria Uno Corporation and URC
Holding Company, Inc., as guarantors, the lenders party thereto,
Fleet National Bank, as administrative agent for the lenders and
<Page>
SunTrust Bank, as syndication agent for the lenders.
(b)(14) Form of Mortgage, Security Agreement, Assignment of Leases and Rents
dated as of July 30, 2001 issued by Spencer Family, LLC in favor of
General Electric Capital Business Asset Funding Corporation.
(b)(15) Form of Promissory Note dated as of July 30, 2001, issued by Spencer
Family, LLC in favor of General Electric Capital Business Asset
Funding Corporation.
(b)(16) Form of Security Agreement dated as of July 30, 2001 between Spencer
Family, LLC and General Electric Capital Business Asset Funding
Corporation.
(b)(17) Form of Guaranty Agreement dated as of July 30, 2001 issued by Aaron
D. Spencer issued in favor of General Electric Capital Business
Asset Funding Corporation.
(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
Adams, 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.*
(c)(6) Bring Down Fairness Opinion of Adams Harkness & Hill dated as of
July 30, 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 and
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).
* Previously filed as an exhibit to the Schedule 13E-3 and incorporated by
reference herein.