Uno Restaurant Corporation Signs Merger Agreement In Going Private Transaction

Apr 19, 2001, 01:00 ET from Uno Restaurant Corporation

    BOSTON, April 19 /PRNewswire/ -- Uno Restaurant Corporation (NYSE:   UNO)
 announced today that it has signed a merger agreement with a corporation
 formed by Uno Restaurant Corporation's chairman and majority stockholder,
 Aaron D. Spencer, and four key executive officers.  Under this agreement, the
 new corporation will merge with Uno Restaurant Corporation, and the
 stockholders of Uno Restaurant Corporation other than Mr. Spencer would be
 entitled to receive $9.75 per share in cash.  Completion of the merger is
 subject to a number of conditions, including receipt of financing, approval by
 the holders of a majority of Uno Restaurant Corporation's shares not owned or
 controlled by Mr. Spencer and the four key executive officers, holders who
 pursue their appraisal rights under Delaware law not owning more than 5% of
 Uno Restaurant Corporation's outstanding shares, receipt of a further fairness
 opinion from the financial advisor to the special committee of the Board of
 Directors of Uno Restaurant Corporation who negotiated the transaction, and
 absence of a material adverse change or the institution of certain litigation.
     The new corporation formed by Mr. Spencer and the four key executive
 officers may also abandon the transaction if there is a material adverse
 change in Mr. Spencer's health.  The company expects to file preliminary proxy
 material for the stockholder meeting to act on the merger agreement by April
 27, 2001.
     Based in Boston, Uno Restaurant Corporation currently has a total of 180
 casual dining, full-service restaurants operating primarily under the name
 "Pizzeria Uno ... Chicago Bar & Grill."  The system includes 112 company-owned
 and 60 franchised "Pizzeria Uno ... Chicago Bar & Grill" restaurants, 7
 franchised Pizzeria Uno Restaurant & Bar and one Mexican restaurant, located
 in 30 states, the District of Columbia, Puerto Rico, Seoul, South Korea,
 Lahore, Pakistan and Dubai, U.A.E.  The Company under its Uno Foods subsidiary
 operates a consumer foods business, which supplies airlines, movie theaters,
 hotel restaurants, convenience stores and supermarkets with both frozen and
 refrigerated branded and non branded products.  For more information, visit
 the company's web site at www.unos.com.
     Information concerning the identity of the directors and executive
 officers of the Company and the beneficial ownership of the Company's common
 stock by each of these individuals and their other potential interests in the
 transaction contemplated by this press release may be found in the company's
 proxy statement filed with the SEC under Schedule 14A on January 24, 2001 and
 in the management group's Schedule 13D filed with the SEC.  In connection with
 the proposed merger, the Company will file a proxy statement on Schedule 14A
 with the SEC.  Shareholders of the Company and other investors are encouraged
 to read the proxy statement because it will contain important information
 about the merger.
     All of these documents that have been, or may be, filed with the SEC are
 available free of charge on the SEC's web site (http://www.sec.gov/).
 
     Contact: Bob Vincent, Chief Financial Officer (617) 323-9200 (ext5215)
 
 

SOURCE Uno Restaurant Corporation
    BOSTON, April 19 /PRNewswire/ -- Uno Restaurant Corporation (NYSE:   UNO)
 announced today that it has signed a merger agreement with a corporation
 formed by Uno Restaurant Corporation's chairman and majority stockholder,
 Aaron D. Spencer, and four key executive officers.  Under this agreement, the
 new corporation will merge with Uno Restaurant Corporation, and the
 stockholders of Uno Restaurant Corporation other than Mr. Spencer would be
 entitled to receive $9.75 per share in cash.  Completion of the merger is
 subject to a number of conditions, including receipt of financing, approval by
 the holders of a majority of Uno Restaurant Corporation's shares not owned or
 controlled by Mr. Spencer and the four key executive officers, holders who
 pursue their appraisal rights under Delaware law not owning more than 5% of
 Uno Restaurant Corporation's outstanding shares, receipt of a further fairness
 opinion from the financial advisor to the special committee of the Board of
 Directors of Uno Restaurant Corporation who negotiated the transaction, and
 absence of a material adverse change or the institution of certain litigation.
     The new corporation formed by Mr. Spencer and the four key executive
 officers may also abandon the transaction if there is a material adverse
 change in Mr. Spencer's health.  The company expects to file preliminary proxy
 material for the stockholder meeting to act on the merger agreement by April
 27, 2001.
     Based in Boston, Uno Restaurant Corporation currently has a total of 180
 casual dining, full-service restaurants operating primarily under the name
 "Pizzeria Uno ... Chicago Bar & Grill."  The system includes 112 company-owned
 and 60 franchised "Pizzeria Uno ... Chicago Bar & Grill" restaurants, 7
 franchised Pizzeria Uno Restaurant & Bar and one Mexican restaurant, located
 in 30 states, the District of Columbia, Puerto Rico, Seoul, South Korea,
 Lahore, Pakistan and Dubai, U.A.E.  The Company under its Uno Foods subsidiary
 operates a consumer foods business, which supplies airlines, movie theaters,
 hotel restaurants, convenience stores and supermarkets with both frozen and
 refrigerated branded and non branded products.  For more information, visit
 the company's web site at www.unos.com.
     Information concerning the identity of the directors and executive
 officers of the Company and the beneficial ownership of the Company's common
 stock by each of these individuals and their other potential interests in the
 transaction contemplated by this press release may be found in the company's
 proxy statement filed with the SEC under Schedule 14A on January 24, 2001 and
 in the management group's Schedule 13D filed with the SEC.  In connection with
 the proposed merger, the Company will file a proxy statement on Schedule 14A
 with the SEC.  Shareholders of the Company and other investors are encouraged
 to read the proxy statement because it will contain important information
 about the merger.
     All of these documents that have been, or may be, filed with the SEC are
 available free of charge on the SEC's web site (http://www.sec.gov/).
 
     Contact: Bob Vincent, Chief Financial Officer (617) 323-9200 (ext5215)
 
 SOURCE  Uno Restaurant Corporation