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AMENDMENT
TO
OFFER BY
UNO RESTAURANT CORPORATION
TO PURCHASE FOR CASH UP TO 1,000,000 SHARES OF ITS COMMON STOCK AT A
PURCHASE PRICE NOT IN EXCESS OF $7.50 NOR LESS THAN $6.00 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED
UNTIL 5:00 P.M., NEW YORK CITY TIME ON JULY 25, 1997, UNLESS THE OFFER, AS
AMENDED, IS FURTHER EXTENDED.
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THE ORIGINAL OFFER. By Offer to Purchase dated June 12, 1997 (the "Offer to
Purchase"), Uno Restaurant Corporation (the "Company") invited its stockholders
to tender up to 1,000,000 shares (the "Shares") of its Common Stock, $.01 par
value per share (the "Common Stock") to the Company at prices, not in excess of
$7.50 nor less than $6.00 per share, specified by tendering stockholders, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
in the related Letter of Transmittal which accompanied the Offer to Purchase
(which together constitute the "Offer"). Pursuant to the Offer, the Company
will, upon the terms and subject to the conditions of the Offer, determine a
single per Share price (not in excess of $7.50 nor less than $6.00 per Share)
(the "Purchase Price") that it will pay for Shares properly tendered pursuant to
the Offer, taking into account the number of Shares so tendered and the prices
specified by tendering stockholders.
THE AMENDMENTS. The Company hereby amends the terms and conditions of the
Offer (the "Amendment"). The Offer originally provided that the Company would
select the lowest Purchase Price that would allow it to buy 1,000,000 Shares (or
such lesser number of Shares as are properly tendered at or below the Purchase
Price) pursuant to the Offer or such lesser number of Shares as may be necessary
in the discretion of the Company to maintain at least 300 record holders of
Shares after the completion of the purchase by the Company pursuant to the
Offer. The Company hereby amends the Offer to delete the provision that the
Company may purchase such lesser number of Shares below 1,000,000 as may be
necessary to maintain at least 300 record holders of Shares after the completion
of the Offer. In addition, the Company amends the Offer to add as a condition to
the Offer that the purchase by the Company of 1,000,000 Shares (or such lesser
number of Shares as are properly tendered at or below the Purchase Price) does
not reduce the total number of record holders of Shares to less than 300. As a
result of adding this provision as a condition to the Offer, the Company will
not accept for payment or purchase and pay for any Shares tendered and may
terminate or amend the Offer if such acceptance for payment and purchase would
reduce the total number of record holders of Shares to less than 300. However,
if the purchase by the Company of such Shares would reduce the total number of
record holders of Shares to less than 300,
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the Company currently intends to further amend the Offer to reduce the total
number of Shares invited to tender from 1,000,000 to such lesser number which
the Company will specify at that time in order to maintain at least 300 record
holders of Shares after the completion of the purchase by the Company pursuant
to the Offer as so amended. If the Company does so further amend the Offer, the
Company will also extend the Offer to the extent required by Rules 13e-4(d)(2)
and 13e-4(e)(2) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") for at least an additional ten (10) business days following and
including the date such further amendment is first published, sent or given.
REASONS FOR AMENDMENTS. The purchase of Shares pursuant to the Offer will
reduce the number of Shares that otherwise might trade publicly and will reduce
the number of stockholders. Section 12(g)(4) of the Exchange Act provides that
the Shares would become eligible for deregistration under the Exchange Act if
the number of holders of record of the Shares is reduced to less than 300. Rule
13e-3 of the Exchange Act also provides certain disclosure and other
requirements if certain transactions or series of transactions have either a
reasonable likelihood or a purpose of causing, among other results, any class of
equity securities of an issuer to be held of record by less than 300 holders. As
a result, the Company reserved the right in the original Offer to reduce the
number of Shares purchased to the extent necessary to maintain at least 300
record holders of Shares after the completion of the purchase by the Company.
However, the right to reduce the number of Shares purchased pursuant to the
Offer may have the effect of making the total number of Shares which are invited
to tender too indefinite. Consequently, the Company has amended the Offer to
remove this provision so the Offer, as amended, is for up to 1,000,000 Shares or
such lesser number of Shares as are properly tendered at or below the Purchase
Price. Since the Company currently has no plans or intention to become eligible
for deregistration under the Exchange Act, instead, the Offer, as amended, is
now conditioned upon maintaining at least 300 record holders of Shares.
Reference is made to the following sections of the Offer to Purchase which
are affected by this Amendment: "Cover Page," "Summary," "Introduction," "The
Offer - 1. Number of Shares; Proration," " - 3. Withdrawal Rights," " - 5.
Certain Conditions of the Offer," and " - 7. Background and Purpose of the
Offer; Certain Effects of the Offer." Except as specifically described in this
Amendment, the Offer, including the Offer to Purchase and Letter of Transmittal,
shall remain in full force and effect.
The Dealer Manager for the Offer is:
▇▇▇▇▇▇▇▇▇▇ SECURITIES
The date of this Amendment to the Offer to Purchase
is July 9, 1997
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The Depositary is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY HAND:
Reorganization Department Reorganization Department
P.O. Box ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER:
▇▇▇-▇▇▇-▇▇▇▇ Reorganization Department
Confirm Receipt of Notice of Guaranteed Delivery ▇▇▇ ▇▇▇▇▇▇▇▇ - 13th Floor
▇▇▇-▇▇▇-▇▇▇▇ (or) ▇▇▇-▇▇▇-▇▇▇▇ New York, NY 10271
Any questions or requests for assistance or additional copies of the Offer
to Purchase and the Letter of Transmittal may be directed to the Dealer Manager
or the Information Agent at their respective address and telephone number set
forth below. Stockholders may also contact their broker, dealer, commercial bank
or trust company for assistance concerning the Offer.
The Information Agent is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY HAND:
Reorganization Department Reorganization Department
P.O. Box ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER:
▇▇▇-▇▇▇-▇▇▇▇ Reorganization Department
Confirm Receipt of Notice of Guaranteed Delivery ▇▇▇ ▇▇▇▇▇▇▇▇ - 13th Floor
▇▇▇-▇▇▇-▇▇▇▇ (or) ▇▇▇-▇▇▇-▇▇▇▇ New York, NY 10271
For Information call ▇▇▇-▇▇▇-▇▇▇▇
The Dealer Manager is:
▇▇▇▇▇▇▇▇▇▇ SECURITIES
BY MAIL: BY HAND:
Corporate Services Corporate Services
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
BY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER:
▇▇▇-▇▇▇-▇▇▇▇ Corporate Services
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For information call: ▇▇▇-▇▇▇-▇▇▇▇