Exhibit (d)(4)
BERTUCCI'S, INC.
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS ON _____________, 1998
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, having received the Notice of Special Meeting of
Stockholders and Proxy Statement of Bertucci's, Inc. (the "Company"), hereby
appoint(s) _________________ and ___________________, or either of them,
proxies for the undersigned, with full power of substitution in each of them,
to represent the undersigned at the Special Meeting of Stockholders of the
Company to be held at the Company's corporate headquarters located at 14
Audubon Road, Wakefield, Massachusetts at 9:00 a.m. on ______________, 1998,
and at any adjournment or postponement thereof, and thereat to vote and act
in regard to all matters which may properly come before said meeting (except
those matters as to which authority is hereinafter withheld) upon and in
respect of all shares of Common Stock of the Company upon or in respect of
which the undersigned would be entitled to vote or act and with all powers
the undersigned would possess, if personally present, and especially (but
without limiting the general authorization and power hereby given) to vote
and act as indicated on the reverse.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER. IF NO INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
The undersigned hereby confer(s) upon said proxies, and each of them,
discretionary authority to vote upon any other matters or proposals not
known at the time of solicitation of this proxy which may properly come
before the meeting.
Attendance of the undersigned at said meeting or at any adjournment or
postponement thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate thereat his or her intention to vote
said shares in person. If a fiduciary capacity is attributed to the
undersigned hereon, this proxy will be deemed signed by the undersigned in
that capacity.
PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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/X/ PLEASE MARK VOTES 1. To consider and vote upon a proposal to approve and For Against Abstain
AS IN THIS EXAMPLE adopt the Agreement and Plan of Merger, dated as of [ ] [ ] [ ]
February 13, 1998, among Bertucci's, Ten Ideas, Inc.,
a Delaware corporation ("Ten Ideas"), and Ten Ideas
- ---------------------- Acquisition Corp., a Massachusetts corporation ("Acquisition"),
pursuant to which each share of Bertucci's Common Stock,
BERTUCCI'S, INC. $0.005 par value per share ("Bertucci's Common Stock") (other
than (i) shares of Bertucci's Common Stock held by Bertucci's or
- ---------------------- any wholly-owned subsidiary thereof, which will be canceled and
retired, (ii) shares of Bertucci's Common Stock which will be
RECORD DATE SHARES: contributed to Ten Ideas by Joseph Crugnale, and (iii) shares
of Bertucci's Common Stock owned by any stockholder who has
duly perfected his or her appraisal rights pursuant to applicable
Massachusetts law), will be converted into the right to receive
$8.00 in cash. A copy of the Merger Agreement is attached as ANNEX
I to the accompanying Proxy Statement.
2. To transact such other and further business as may properly
come before the Special Meeting or any adjournments or
postponements thereof.
Please be sure to sign and date this Proxy. Date
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Shareholder sign here Co-owner sign here
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Mark the box at right if an address change or comment has been / /
noted on the reverse side of this card.