Summary of BUCA INC /MN - Yahoo! Finance

Item 5.01. Changes in Control of Registrant.

As previously announced, on August 5, 2008, BUCA, Inc., a Minnesota corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Planet Hollywood International, Inc., a Delaware corporation ("Planet Hollywood"), and BUCA Financing, LLC, a Florida limited liability company and an indirect wholly-owned subsidiary of Planet Hollywood
("Purchaser"), under which Purchaser would commence a tender offer (the "Offer")
for all of the outstanding shares of the Company's common stock (the "Shares") for a purchase price of $0.45 per share, net to the holder thereof, in cash, without interest thereon, less any required withholding taxes (the "Offer Price") and Purchaser would subsequently merge with and into the Company (the "Merger").

Pursuant to the Merger Agreement, Purchaser commenced the Offer to purchase the Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, each dated August 12, 2008. The Offer expired at midnight, New York City time, on Tuesday, September 9, 2008, at which time, based on the information provided by Wells Fargo Bank, N.A., the depositary for the Offer, an aggregate of approximately 18,006,900 Shares (including 293,852 Shares subject to guarantees of delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 84% of the outstanding Shares. Based on the Offer Price, the value of such Shares to be purchased by Purchaser is approximately $7,970,872 (excluding such Shares tendered pursuant to guaranteed delivery procedures). According to the Offer to Purchase, Planet Hollywood will provide Purchaser with sufficient funds from existing cash balances to purchase all Shares validly tendered in the Offer and not withdrawn and will provide funding for the Merger. In addition, Planet Hollywood has entered into a commitment letter with Bay Harbour Management, L.C., a Florida limited liability company and an affiliate and major shareholder of Planet Hollywood, in order to provide funding to purchase all Shares validly tendered in the Offer and for the Merger if such cash balances are insufficient to consummate the Offer and the Merger. On September 10, 2008, Planet Hollywood issued a press release announcing the results of the initial Offer. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated in this report by reference.

Pursuant to the terms of the Merger Agreement, Planet Hollywood expects to effect a Merger of Purchaser with and into the Company. In the Merger, each issued and outstanding Share (other than Shares owned by Planet Hollywood and Purchaser (not held on behalf of third parties), Shares owned by any subsidiary of Planet Hollywood (other than Purchaser), Purchaser or the Company, and the Shares held by shareholders who are entitled to and who have properly demanded appraisal of such Shares under Minnesota law) will be converted into the right to receive the same $0.45 per share, net to the holder thereof, in cash, without interest thereon, less any required withholding taxes, paid in the Offer. Upon consummation of the Merger, the Company will become an indirect wholly-owned subsidiary of Planet Hollywood. Planet Hollywood intends to complete the Merger as soon as practicable. The Company's shareholders who continue to hold their Shares at the time of the Merger and fulfill certain other requirements of Minnesota law will have dissenters' rights under Section 302A.621 of the Minnesota Business Corporation Act in connection with the Merger.

The Merger Agreement provides that, effective upon the acceptance for payment of the Shares pursuant to the Offer, Purchaser will be entitled to designate such number of directors (the "Purchaser Designees"), rounded up to the next whole number, on the Company's board of directors (the "Board") as is equal to the product of (i) the total number of directors on the Board (after giving effect to the directors designated by Purchaser pursuant to the Merger Agreement) and
(ii) the percentage that the aggregate number of Shares beneficially owned by Planet Hollywood, Purchaser and any of their affiliates bears to the total number of Shares then outstanding.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on August 11, 2008 and is incorporated in this report by reference.