BUCA Buca (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

(Amendment No. 3)

 

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

BUCA, INC.

(Name of Subject Company)

BUCA, INC.

(Name of Person Filing Statement)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

117769109

(CUSIP Number of Class of Securities)

John T. Bettin

Chief Executive Officer and President

BUCA, Inc.

1300 Nicollet Mall, Suite 5003

Minneapolis, Minnesota 55403

(612) 288-2382

(Name, Address and Telephone Numbers of Person Authorized to Receive Notice and

Communications on Behalf of the Person Filing Statement)

Copies to:

Douglas P. Long

Faegre & Benson LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402-3901

Phone: (612) 766-7000

Fax: (612) 766-1600

 

 

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

---

Item 8. Additional Information.

Item 8 is hereby amended and supplemented with the addition of the following at the end of Item 8:

The subsequent offering period expired at 12:00 Midnight, New York City time, on September 23, 2008. Based on information provided by Wells Fargo Bank, N.A., as the Depositary, as of such time, an aggregate of approximately 19,337,263 Shares (including 2,371 Shares subject to guarantees of delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 90.3% of the outstanding Shares.

Planet Hollywood intends to effect a “short-form” merger of Purchaser with and into BUCA with BUCA being the surviving corporation under Minnesota law and BUCA will become a wholly-owned subsidiary of Planet Hollywood. As a result of the merger, any shares of BUCA common stock not tendered will be cancelled and (except for shares held by Planet Hollywood or its subsidiaries, or shares for which dissenter rights are properly demanded) will be converted into the right to receive the same $0.45 in cash per share, without interest and less any required withholding taxes, that was paid in the tender offer.

Following the merger, BUCA common stock will be delisted and cease to be traded on the NASDAQ Global Market.

The full text of a press release issued by Planet Hollywood announcing the results of the Offer has been filed as Exhibit (a)(1)(I) hereto and is incorporated herein by reference.

Item 9. Exhibits.

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated August 12, 2008 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO).
(a)(1)(B)		Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9) (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).
(a)(1)(C)		Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).
(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO).
(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(5)(E) to the Schedule TO).
(a)(1)(F)		Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (incorporated by reference to Annex I attached to the Schedule 14D-9).
(a)(1)(G)		Press Release issued by Planet Hollywood on September 10, 2008 (incorporated by reference to Exhibit (a)(5)(B) to the Schedule TO/A filed on September 10, 2008).
(a)(1)(H)		Press Release issued by Planet Hollywood on September 15, 2008 (incorporated by reference to Exhibit (a)(5)(C) to the Schedule TO/A filed on September 15, 2008).
(a)(1)(I)		Press Release issued by Planet Hollywood on September 24, 2008 (incorporated by reference to Exhibit (a)(5)(D) to the Schedule TO/A filed on September 24, 2008).
(a)(2)(A)		Letter to Shareholders from the Chief Executive Officer of BUCA dated August 12, 2008.*

---

(a)(5)(A)		Press Release issued by the Company on August 5, 2008 (incorporated by reference to the Schedule 14D-9 filed by the Company on August 5, 2008).
(a)(5)(B)		Opinion of Piper Jaffray & Co., to the Board of Directors of BUCA, Inc., dated August 1, 2008 (incorporated by reference to Annex II attached to the Schedule 14D-9).
(e)(1)		Agreement and Plan of Merger, dated as of August 12, 2008, between BUCA, Planet Hollywood and the Purchaser (incorporated by reference to Exhibit 2.1 to the 8-K filed by the Company on August 11, 2008).
(e)(2)		BUCA, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2007.)
(e)(3)		Confidentiality Agreement, dated as of February 19, 2008, between BUCA, Inc. and Bay Harbour Management, L.C.*
(e)(4)		Credit Agreement, dated as of August 5, 2008, by and among BUCA and each of its subsidiaries that are signatories hereto and the Purchaser (incorporated by reference to Exhibit 10.1 to the 8-K filed by the Company on August 11, 2008.)
(e)(5)		Warrant to Purchase Common Shares of BUCA dated as of dated as of August 5, 2008, by and among BUCA and each of its subsidiaries that are signatories hereto and the Purchaser (incorporated by reference to Exhibit 10.2 to the 8-K filed by the Company on August 11, 2008.)

 

*Previously filed.

---

SIGNATURE

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.

 

				BUCA, Inc.
Date: September 24, 2008				By:		/s/ John T. Bettin
				Name:		John T. Bettin
				Title:		President and Chief Executive Officer