SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934)
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BERTUCCI'S, INC.
(NAME OF THE ISSUER)
BERTUCCI'S, INC.
TEN IDEAS, INC.
TEN IDEAS ACQUISITION CORP.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.005 per share
(TITLE OF CLASS OF SECURITIES)
0-19315
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(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES WESTRA, ESQ. DONALD H. SIEGEL, P.C.
HUTCHINS, WHEELER & DITTMAR POSTERNAK, BLANKSTEIN & LUND, L.L.P.
A PROFESSIONAL CORPORATION 100 CHARLES RIVER PLAZA
101 FEDERAL STREET BOSTON, MASSACHUSETTS 02114
BOSTON, MASSACHUSETTS 02110 (617) 973-6100
(617) 951-6600
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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This statement is filed in connection with (check the 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 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/
CALCULATION OF FILING FEE
TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)
$56,760,088 $11,352.02
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(1) For purposes of calculation of the filing fee only. Assumes the purchase,
at a purchase price of $8.00 per share of Common Stock, of 7,095,011
shares of Common Stock of the Issuer, representing all of such Common
Stock outstanding (assuming the exercise of options to acquire 364,100
shares of Common Stock and excluding shares of Common Stock to be
transferred to Ten Ideas, Inc.).
(2) The amount of the filing fee equals 1/50th of 1% of the transaction value.
/x/ Check box if any part of the fee is offset as provided by 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: $11,352.02
FORM OR REGISTRATION NO.: PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A
DATE FILED: MARCH 19, 1998
FILING PARTY: BERTUCCI'S, INC.
INTRODUCTION
This Rule 13E-3 Transaction Statement on Schedule 13E-3 is being filed
with the Securities and Exchange Commission (the "Commission") on behalf of
Bertucci's, Inc., a Massachusetts corporation (the "Company"), Ten Ideas, Inc.,
a Delaware corporation ("Ten Ideas"), and Ten Ideas Acquisition Corp., a
Massachusetts corporation ("Acquisition"), with respect to a proposed merger
pursuant to which Acquisition will be merged with and into the Company (the
"Merger") and the Company, as the surviving corporation in the Merger, will
become a wholly-owned subsidiary of Ten Ideas. Joseph Crugnale is the
founder, President, Chief Executive Officer, and Chairman of the Board of the
Company, and is the President and sole director of Ten Ideas and Acquisition.
The following cross-reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location of the information
required by Schedule 13E-3 in the preliminary Proxy Statement of the Company
attached hereto as Exhibit (d)(3) and filed with the Commission concurrently
herewith. The information set forth in the preliminary Proxy Statement,
including all annexes, schedules, and exhibits thereto, is hereby expressly
incorporated by reference as set forth in the following cross-reference sheet
and in the responses to each item of this Schedule 13E-3, and such responses
are qualified in their entirety by the provisions of the preliminary Proxy
Statement. The cross-reference sheet indicates the caption in the preliminary
Proxy Statement under which the responses are incorporated herein by reference.
If any such item is inapplicable or the answer thereto is in the negative and
is omitted from the preliminary Proxy Statement, it is so indicated in the
cross-reference sheet.
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CROSS-REFERENCE SHEET
Pursuant to General Instruction F to Schedule 13E-3
ALL REFERENCES ARE TO PORTIONS OF THE
SCHEDULE 13E-E ITEM PROXY STATEMENT WHICH ARE
NUMBER AND CAPTION INCORPORATED HEREIN BY REFERENCE
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1. Issuer and Class of Security
Subject to the Transaction
(a) . . . . . . . . . . . . . Outside Front Cover Page; "INTRODUCTION."
(b) . . . . . . . . . . . . . Outside Front Cover Page; "SUMMARY--Record
Date;" "INTRODUCTION--Voting at the Special
Meeting."
(c) . . . . . . . . . . . . . "MARKET PRICES AND DIVIDENDS ON THE SHARES."
(d. . . . . . . . . . . . . . "MARKET PRICES AND DIVIDENDS ON THE SHARES."
(e) . . . . . . . . . . . . . Not applicable.
(f) . . . . . . . . . . . . . "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT"
2. Identity and Background
(a)-(d) . . . . . . . . . . . "SUMMARY -- Ten Ideas and Acquisition"
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT;" "SPECIAL FACTORS --
Interest of Certain Persons in Merger;
Conflicts of Interest."
(e)-(f) . . . . . . . . . . . None.
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(g) . . . . . . . . . . . . . "SPECIAL FACTORS--Interest of Certain
Persons in Merger; Conflicts of Interest;"
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT."
3. Past Contacts, Transactions or
Negotiations
(a) (1) . . . . . . . . . . . "SUMMARY--The Merger;" "SPECIAL FACTORS--
Interests of Certain Persons in the
Merger; Conflicts of Interest;" "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--
Indemnification and Insurance;" "SUMMARY--
Ten Ideas and Acquisitions."
(a) (2) . . . . . . . . . . . "SUMMARY--The Merger;" "--Interests of
Certain Persons in the Merger;" "--Merger
Financing;" "SPECIAL FACTORS--Background of
the Merger;" "--Fairness of the Merger;
Recommendation of the Board of Directors;"
"--Purpose of the Merger;" "--Interests of
Certain Persons in the Merger; Conflicts
of Interest;" "--Certain Effects of the
Merger;" "THE MERGER--Merger Financing."
(b) . . . . . . . . . . . . . "SUMMARY--The Merger;" "--Interests of
Certain Persons in the Merger;"
"--Conditions to the Merger;" "--Merger
Financing;" "SPECIAL FACTORS--Background
of the Merger;" "--Fairness of the Merger;
Recommendation of the Board of Directors;"
"--Purpose of the Merger;" "--Interests of
Certain Persons in the Merger; Conflicts
of Interest;" "--Certain Effects of the
Merger;" "THE MERGER--Merger Financing."
4. Terms of the Transaction
(a)-(b) . . . . . . . . . . . "SUMMARY;" "INTRODUCTION;" "SPECIAL FACTORS
--Fairness of the Merger; Recommendation of
the Board of Directors;" "--Purpose of the
Merger;" "--Interests of Certain Persons in
the Merger; Conflicts of Interest;"
"--Certain Effects of the Merger;" "--Risk
that the Merger Will Not be Consummated;"
"--Certain Risks in the Event of
Bankruptcy;" "THE MERGER--Merger Financing;"
"APPRAISAL RIGHTS."
5. Plans or Proposals of the
Issuer or Affiliate
(a)-(b) . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger;"
"--Fairness of the Merger; Recommendation of
the Board of Directors;" "--Certain
Effects of the Merger;" "--Plans for the
Company After the Merger;" "THE
MERGER--Merger Financing."
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(c) . . . . . . . . . . . . . "SUMMARY--Interests of Certain Persons in
the Merger;" "SPECIAL FACTORS--Interests of
Certain Persons in the Merger; Conflicts of
Interest;" "--Certain Effects of the
Merger;" "THE MERGER--Effective Time;"
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT."
(d)-(e) . . . . . . . . . . . "SUMMARY--Interests of Certain Persons in
the Merger;" "--Merger Financing;" "SPECIAL
FACTORS--Purpose of the Merger;"
"--Interests of Certain Persons in the
Merger; Conflicts of Interest;" "--Certain
Effects of the Merger;" "--Plans for the
Company After the Merger;" "--Certain Risks
in the Event of Bankruptcy;" "THE MERGER--
Merger Financing;" "MARKET PRICES AND
DIVIDENDS ON THE SHARES;" "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
(f)-(g) . . . . . . . . . . . "SPECIAL FACTORS--Certain Effects of the
Merger;" "AVAILABLE INFORMATION."
6. Source and Amounts of Funds or
Other Considerations
(a) . . . . . . . . . . . . . "SUMMARY--Merger Financing;" "THE MERGER--
Merger Financing."
(b) . . . . . . . . . . . . . "THE MERGER--Fees and Expenses;" "THE
MERGER--Merger Financing."
(c) . . . . . . . . . . . . . "SUMMARY--Merger Financing;" "THE MERGER--
Merger Financing."
(d) . . . . . . . . . . . . . Not applicable.
7. Purpose(s), Alternatives,
Reasons and Effects
(a)-(c) . . . . . . . . . . . "SUMMARY-Ten Ideas and Acquisition;"
"SPECIAL FACTORS--Background of the Merger;"
"--Fairness of the Merger; Recommendation of
the Board of Directors; "--Purpose of the
Merger;" "--Interests of Certain Persons in
the Merger; Conflicts of Interest;"
"--Certain Effects of the Merger."
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(d) . . . . . . . . . . . . . "SUMMARY;" "INTRODUCTION--Voting at the
Special Meeting;" "--Proxies;" "--Ten Ideas
and Acquisition;" "SPECIAL FACTORS--Fairness
of the Merger; Recommendation of the Board
of Directors;" "--Opinion of Financial
Advisor;" "--Purpose of the Merger;"
"--Interests of Certain Persons in the
Merger; Conflicts of Interest;" "--Certain
Effects of the Merger;" "--Plans for the
Company After the Merger;" "THE MERGER--
Merger Financing;" "--Federal Income Tax
Consequences;" "APPRAISAL RIGHTS."
8. Fairness of the Transaction
(a)-(b) . . . . . . . . . . . "SUMMARY--Recommendation of the Board of
Directors;" "--Opinion of Financial
Advisor;" "SPECIAL FACTORS--Background of
the Merger;" "--Fairness of the Merger;
Recommendation of the Board of Directors;"
"--Opinion of Financial Advisor;"
"--Interests of Certain Persons in the
Merger; Conflicts of Interest."
(c) . . . . . . . . . . . . . "SUMMARY--Required Votes;" "INTRODUCTION
--Voting at the Special Meeting;"
"--Proxies;" "SPECIAL FACTORS--Fairness of
the Merger; Recommendation of the Board of
Directors;" "THE MERGER-Conditions to
Consummation of the Merger."
(d) . . . . . . . . . . . . . "SPECIAL FACTORS--Fairness of the Merger;
Recommendation of the Board of Directors."
(e) . . . . . . . . . . . . . "SUMMARY--Interests of Certain Persons in
the Merger;" "SPECIAL FACTORS--Background of
the Merger;" "--Fairness of the Merger;
Recommendation of the Board of Directors;"
"--Interests of Certain Persons in the
Merger; Conflicts of Interest."
(f) . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger;"
"--Fairness of the Merger; Recommendation of
the Board of Directors."
9. Reports, Opinions, Appraisals
and Certain Negotiations
(a)-(c) . . . . . . . . . . . "SUMMARY--Opinion of Financial Advisor;"
"SPECIAL FACTORS--Background of the
Merger;" "--Fairness of the Merger;
Recommendation of the Board of Directors;"
"Opinion of Financial Advisor;" "AVAILABLE
INFORMATION;" ANNEX II to the Proxy
Statement.
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10. Interest in Securities of the
Issuer
(a)-(b) . . . . . . . . . . . "SUMMARY--Interests of Certain Persons in
the Merger;" "--Ten Ideas and Acquisitions;"
"INTRODUCTION--Voting at the Special
Meeting;" "SPECIAL FACTORS--Purpose of the
Merger;" "--Interests of Certain Persons in
the Merger; Conflicts of Interest;" "CERTAIN
TRANSACTIONS IN THE COMMON STOCK;" "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
11. Contracts, Arrangements or
Understandings with
Respect to the Issuer's
Securities . . . . . . . . . "SUMMARY--Ten Ideas and Acquisition;"
"SPECIAL FACTORS--Background of the
Merger;" "--Purpose of the Merger;"
"--Interests of Certain Persons in the
Merger; Conflicts of Interest;"
"--Certain Effects of the Merger;"
"THE MERGER-Merger Financing;" "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
12. Present Intention and
Recommendation of Certain
Persons with Regard to the
Transaction
(a)-(b) . . . . . . . . . . . "INTRODUCTION--Voting at the Special
Meeting--Proxies;" "SPECIAL FACTORS--
Fairness of the Merger; Recommendation of
the Board of Directors;" "--Purpose of the
Merger."
13. Other Provisions of the
Transaction
(a) . . . . . . . . . . . . . "SUMMARY--Dissenting Stockholders Appraisal
Rights;" "APPRAISAL RIGHTS;" ANNEX III to
the Proxy Statement.
(b) . . . . . . . . . . . . . Not applicable.
(c) . . . . . . . . . . . . . Not applicable.
14. Financial Information
(a)-(b) . . . . . . . . . . . "SELECTED FINANCIAL DATA OF THE COMPANY."
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15. Persons and Assets Employed,
Retained or Utilized
(a) . . . . . . . . . . . . . "SUMMARY--Interests of Certain Persons in
the Merger;" "--Ten Ideas and Acquisition;"
"--Merger Financing;" "INTRODUCTION--Voting
at the Special Meeting;" "--Proxies;"
"SPECIAL FACTORS--Background of the Merger;"
"--Opinion of Financial Advisor;"
"--Interests of Certain Persons in the
Merger; Conflicts of Interest;" "THE
MERGER--Merger Financing."
(b) . . . . . . . . . . . . . "INTRODUCTION--Voting at the Special
Meeting--Proxies."
16. Additional Information. . . . Proxy Statement.
17. Materials to be Filed as
Exhibits
(a)-(f) . . . . . . . . . . . Not applicable.
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Item 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information concerning the Issuer and its principal
executive office set forth on the cover page to the Proxy Statement and in the
section entitled "INTRODUCTION," is incorporated herein by reference.
(b) The information concerning the shares of Common Stock, par value
$.005 per share, of the Issuer (the "Shares") set forth on the cover page to
the Proxy Statement and in the sections entitled "SUMMARY--Record Date;"
"Required Votes;" and "INTRODUCTION--Voting at the Special Meeting" is
incorporated herein by reference.
(c) The information concerning the principal market in which the
Shares are traded set forth in the sections entitled "SUMMARY--Market
Information" and "MARKET PRICES AND DIVIDENDS ON THE SHARES" is incorporated
herein by reference.
(d) The information set forth in the section entitled "MARKET PRICES
AND DIVIDENDS ON THE SHARES" is incorporated herein by reference.
(e) Not applicable.
(f) The information concerning purchases of Shares of the Company
set forth in the section entitled "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" is incorporated herein by reference.
Item 2. IDENTITY AND BACKGROUND
(a), (b), (e) and (f) The persons filing this Statement are
Bertucci's, Inc. (the issuer of the class of equity securities that is the
subject of the Rule 13e-3 transaction), Ten Ideas, Inc., a Delaware
corporation ("Ten Ideas"), and Ten Ideas Acquisition Corp., a Massachusetts
corporation and a wholly owned subsidiary of Ten Ideas ("Acquisition"). Ten
Ideas and Acquisition are newly formed corporations organized by Joseph
Crugnale for the purpose of effecting the Rule 13E-3 transaction described
herein. None of the Company, Ten Ideas, Acquisition, Mr. Crugnale and any
executive officer, director or person controlling Ten Ideas or Acquisition
(i) during the last five years, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (ii) during the
last five years, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities, subject to, federal or
state securities laws or finding any violation of such laws.
(c), (d) and (g) The information concerning Ten Ideas,
Acquisition and Mr. Crugnale set forth in the sections entitled "THE
SUMMARY--Ten Ideas and Acquisition" and "SPECIAL FACTORS--Interests of
Certain Persons in the Merger; Conflicts of Interest" is incorporated
herein by reference. Mr. Crugnale is a United States citizen.
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Item 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) (1) The information set forth in the sections entitled
"SUMMARY--Ten Ideas and Acquisition," "SPECIAL FACTORS--Interests of Certain
Persons in the Merger; Conflicts of Interest," "THE MERGER--Indemnification and
Insurance" is incorporated herein by reference.
(a) (2) The information set forth in the sections entitled
"SUMMARY--Interests of Certain Persons in the Merger," "--Conditions to the
Merger," "--Merger Financing," "SPECIAL FACTORS--Background of the Merger,"
"--Fairness of the Merger; Recommendation of the Board of Directors,"
"--Purpose of the Merger," "--Interests of Certain Persons in the Merger;
Conflicts of Interest," "--Certain Effects of the Merger," "THE
MERGER--Merger Financing" is incorporated herein by reference.
(b) The information set forth in the sections entitled
"SUMMARY--Interests of Certain Persons in the Merger," "--Conditions to the
Merger," "--Merger Financing," "SPECIAL FACTORS--Background of the Merger,"
"--Fairness of the Merger; Recommendation of the Board of Directors,"
"--Purpose of the Merger," "--Interests of Certain Persons in the Merger;
Conflicts of Interest," "--Certain Effects of the Merger," "THE
MERGER--Merger Financing" is incorporated herein by reference.
Item 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "SUMMARY,"
"INTRODUCTION," "SPECIAL FACTORS--Fairness of the Merger; Recommendation of
the Board of Directors," "--Purpose of the Merger," "--Interests of Certain
Persons in the Merger; Conflicts of Interest," "--Certain Effects of the
Merger," "--Risk that the Merger will not be Consummated," "--Certain Risks
in the Event of Bankruptcy," "THE MERGER--Merger Financing" AND "APPRAISAL
RIGHTS" is incorporated herein by reference.
(b) The information set forth in the sections entitled "SUMMARY,"
"INTRODUCTION," "SPECIAL FACTORS--Purpose of the Merger," "--Interests of
Certain Persons in the Merger; Conflicts of Interest," "--Certain Effects of
the Merger," "THE MERGER-Federal Income Tax Considerations" is incorporated
herein by reference.
Item 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger," "--Fairness of the Merger; Recommendation
of the Board of Directors," "--Certain Effects of the Merger," "--Plans for the
Company After the Merger," "THE MERGER-Merger Financing" is incorporated herein
by reference.
(c) The information set forth in the sections entitled
"SUMMARY--Interests of Certain Persons in the Merger" "--Ten Ideas and
Acquisition," "SPECIAL FACTORS--Interests of Certain Persons in the Merger,"
"--Certain Effects of the Merger," "THE MERGER--Effective Time," is
incorporated herein by reference.
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(d)-(e) The information set forth in the sections
"SUMMARY--Interests of Certain Persons in the Merger," "--Merger Financing,"
"SPECIAL FACTORS--Purpose of the Merger," "--Interests of Certain Persons in
the Merger," "--Certain Effects of the Merger," "--Plans for the Company After
the Merger," "--Certain Risks in the Event of Bankruptcy," "THE MERGER-Merger
Financing," "MARKET PRICES AND DIVIDENDS ON THE SHARES" and "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein
by reference.
(f)-(g) The information set forth in the sections "SPECIAL
FACTORS--Certain Effects of the Merger" and "AVAILABLE INFORMATION" is
incorporated herein by reference.
Item 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the sections entitled
"SUMMARY--Merger Financing" and "THE MERGER-Merger Financing" is incorporated
herein by reference.
(b) The information set forth in the sections entitled "THE
MERGER--Fees and Expenses" and "--Merger Financing" is incorporated herein by
reference.
(c) The information set forth in the sections entitled
"SUMMARY--Merger Financing" and "THE MERGER--Merger Financing" is incorporated
herein by reference.
(d) Not applicable.
Item 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the sections entitled
"SUMMARY--Ten Ideas and Acquisition," "SPECIAL FACTORS--Background of the
Merger," "Fairness of the Merger; Recommendation of the Board of Directors,"
"Opinion of Financial Advisor," "--Purpose of the Merger," "--Interests of
Certain Persons in the Merger; Conflicts of Interest," "--Certain Effects of
the Merger," "--Plans for the Company After the Merger," "--Litigation
Challenging the Merger," "THE MERGER--Merger Financing," "--Federal Income
Tax Consequences," and "APPRAISAL RIGHTS" is incorporated herein by reference.
(d) The information set forth in the sections entitled "SUMMARY,"
"INTRODUCTION--Voting at the Special Meeting," "--Proxies," "SPECIAL
FACTORS--Fairness of the Merger; Recommendation of the Board of Directors,"
"--Opinion of Financial Advisor," "--Purpose of the Merger," "--Interests of
Certain Persons in the Merger; Conflicts of Interest," "--Certain Effects of
the Merger," "--Plans for the Company After the Merger," "--Certain
Litigation Challenging the Merger," "THE MERGER--Merger Financing,"
"--Federal Income Tax Considerations," and "APPRAISAL RIGHTS" is incorporated
herein by reference.
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Item 8. FAIRNESS OF THE TRANSACTION.
(a) - (b) The information set forth in the sections entitled
"SUMMARY--Recommendation of the Board of Directors," "--Opinion of Financial
Advisor," "SPECIAL FACTORS--Background of the Merger," "--Fairness of the
Merger; Recommendation of the Board of Directors," "--Opinion of Financial
Advisor," and "--Interests of Certain Persons in the Merger; Conflicts of
Interest," is incorporated herein by reference.
(c) The information set forth in the sections entitled
"SUMMARY--Required Votes" "INTRODUCTION--Voting at the Special
Meeting--Proxies," "SPECIAL FACTORS--Fairness of the Merger; Recommendation
of the Board of Directors," "THE MERGER" "--Conditions to Consummation of the
Merger" is incorporation herein by reference.
(d) The information set forth in the sections entitled "SPECIAL
FACTORS--Fairness of the Merger; Recommendation of the Board of Directors" is
incorporated herein by reference.
(e) The information set forth in the sections entitled
"SUMMARY--Interests of Certain Persons in the Merger," "SPECIAL
FACTORS---Background of the Merger," and "--Fairness of the Merger;
Recommendation of the Board of Directors" is incorporated herein by reference.
(f) The information set forth in the sections entitled
"SUMMARY--Ten Ideas and Acquisition," "SPECIAL FACTORS---Background of the
Merger," and "--Fairness of the Merger; Recommendation of the Board of
Directors;" is incorporated herein by reference.
Item 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) The information set forth in the sections entitled
"SUMMARY--Opinion of Financial Advisor," "SPECIAL FACTORS--Background of
the Merger," "--Fairness of the Merger; Recommendation of the Board of
Directors," "--Opinion of Financial Advisor," "AVAILABLE INFORMATION" and
in ANNEX II to the Proxy Statement is incorporated herein by reference.
Item 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The information set forth in the sections entitled
"SUMMARY--Interests of Certain Persons in the Merger," "--Ten Ideas and
Acquisition," "INTRODUCTION--Voting at the Special Meeting," "SPECIAL
FACTORS--Purpose of the Merger," "--Interests of Certain Persons in the
Merger; Conflicts of Interest," "CERTAIN TRANSACTIONS IN THE COMMON STOCK"
and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.
Item 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the sections entitled "SUMMARY--Ten
Ideas and Acquisition," "SPECIAL FACTORS--Background of the Merger," "--Purpose
of the Merger, "--Interests of Certain
12
Persons in the Merger; Conflicts of Interest," "--Certain Effects of the
Merger," "THE MERGER--Merger Financing," "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.
Item 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) - (b) The information set forth in the sections entitled
"INTRODUCTION--Voting at the Special Meeting--Proxies," "SPECIAL
FACTORS--Fairness of the Merger; Recommendation of the Board of Directors," and
"--Purpose of the Merger" is incorporated herein by reference.
Item 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled
"SUMMARY--Dissenting Stockholders Appraisal Rights," "APPRAISAL RIGHTS" and
ANNEX III to the Proxy Statement is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. FINANCIAL INFORMATION
(a) - (b) The information set forth in the section entitled
"SELECTED FINANCIAL DATA OF THE COMPANY" and the Consolidated Financial
Statements set forth in the Company's Annual Report on Form 10-K for the
fiscal year ended December 27, 1997 incorporated in the Proxy Statement is
incorporated herein by reference.
Item 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the sections entitled
"SUMMARY--Interests of Certain Persons in the Merger," "--Ten Ideas and
Acquisition," "--Merger Financing," "INTRODUCTION--Voting at the Special
Meeting ," "--Proxies," "SPECIAL FACTORS--Background of the Merger,"
"--Opinion of Financial Advisor," "--Interests of Certain Persons in the
Merger; Conflicts of Interest," "THE MERGER-Merger Financing" is
incorporated herein by reference.
(b) The information set forth in the sections entitled
"INTRODUCTION--Voting at the Special Meeting ," and "--Proxies," is
incorporated herein by reference.
Item 16. ADDITIONAL INFORMATION
The entirety of the Proxy Statement is incorporated herein by
reference.
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Item 17. MATERIAL TO BE FILED AS EXHIBITS
(a)(1) Not applicable.
(b)(1) Opinion of NationsBanc Montgomery Securities dated
February 12, 1998.
(b)(2) Report of NationsBanc Montgomery Securities presented to
the Board of Directors of Bertucci's, Inc. on February
12, 1998.
(c)(1) Agreement and Plan of Merger dated as of February 13, 1998,
among the Issuer, Ten Ideas and Acquisition.
(d)(1) Preliminary copy of Letter to Stockholders.
(d)(2) Preliminary copy of Notice of Special Meeting of
Stockholders.
(d)(3) Preliminary Proxy Statement.
(d)(4) Form of Proxy.
(d)(5) Press Release by Bertucci's, Inc., dated as of February 13,
1998.
(e) Sections 86 through 98 of Chapter 156B of the Massachusetts
General Laws (included as Annex III to the preliminary Proxy
Statement, which is filed herewith as Exhibit (d)(3)).
(f) Not applicable.
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SIGNATURES
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.
BERTUCCI'S, INC.
By: /S/ Norman S. Mallett
--------------------------------
Norman S. Mallett
Vice President-Finance,
Treasurer and Chief
Financial Officer
Dated: March 18, 1998
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.
TEN IDEAS, INC.
By: /S/ Joseph Crugnale
--------------------------------
Joseph Crugnale, President
Dated: March 18, 1998
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.
TEN IDEAS ACQUISITION CORP.
By: /S/ Joseph Crugnale
--------------------------------
Joseph Crugnale, President
Dated: March 18, 1998
15