BUCA, Inc. Securities Litigation

Welcome to the BUCA, Inc. Securities Litigation class action settlement website.

Please read this information carefully. You are a Class Member if you purchased the common stock of BUCA, Inc. ("BUCA") from February 6, 2001 through March 11, 2005, inclusive, and your rights will be affected by these proceedings and you may be entitled to receive benefits under a proposed settlement.

Securities Brokers and other Nominees: Please refer to the instructions at the end of the Notice at the link on the left.

Settlement Fairness Hearing

The Court will hold a Fairness Hearing at 2:00 p.m. on October 15, 2008, at the United States District Court for the District of Minnesota, Courtroom 2, 7th Floor, Warren F. Burger United States Courthouse, 316 North Robert Street, St. Paul, Minnesota 55101, to consider whether the settlement is fair, reasonable and adequate, and also to consider Class Counsel's application for attorneys' fees and reimbursement of expenses and whether the proposed Plan of Distribution is fair, reasonable, and adequate.

Lead Plaintiffs' Allegations

The Lead Plaintiffs filed a Consolidated Amended Complaint and a Second Amended Consolidated Class Action Complaint alleging that the Defendants had made false and misleading statements to investors, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and that Defendants' conduct was wrongful. The Defendants moved to dismiss and the District Court granted the Defendants' motions. The District Court entered final judgment in favor of the Defendants on August 31, 2007. The Lead Plaintiffs then appealed to the United States Court of Appeals for the Eighth Circuit.

On March 20, 2008, while this appeal was pending, and after the Lead Plaintiffs had filed their opening brief, the parties, with the assistance of a mediator, reached final agreement on this proposed settlement. Before reaching agreement each side obtained a preliminary expert report on damages. At the request of the parties, the Court of Appeals returned the lawsuit to the District Court so that the District Court can determine whether this settlement should be approved.

To avoid the cost and risks of further litigation, both sides agreed to a settlement. The Settlement resolves the class action litigation over whether BUCA and certain of its former executives issued materially false and misleading statements and concealed material adverse facts relating to BUCA's financial condition. The Lead Plaintiffs and their attorneys believe the settlement is best for all Class Members. The Defendants are not admitting that they did anything wrong by entering into this settlement.

Terms of the Settlement

The Defendants will cause their insurers to pay $1,600,000 in cash. This amount has been paid into a separate account and is earning interest for the benefit of the Class. Each Class Member's recovery depends on the amount and timing of their purchases and sales of BUCA Common Stock during the Class Period and upon the claims of other Class Members under this settlement.

The Rights of the Class Members

If you are a Class Member, you have the following options:

If you wish to remain a member of the Class, you may share in the proceeds of the Settlement, provided that you submit an acceptable Proof of Claim and Release by following the instructions in the Notice of Class Action Determination, Proposed Settlement and Hearing on Settlement and in the Proof of Claim form itself. In order to be eligible to receive any distribution from the Settlement Fund, you must send a properly executed Proof of Claim by first class mail to the Claims Administrator so that it is Received or Postmarked on or before November 14, 2008.
If you do not wish to remain a member of the Class, you may exclude yourself from the Class by following the instructions in Question 13 in the Notice of Class Action Determination, Proposed Settlement and Hearing on Settlement. Persons or entities who exclude themselves from the Class will NOT be bound by this Settlement, but will NOT receive any share of the Settlement Fund. If you are a Class Member and you do not properly exclude yourself from the Class, you will be bound by the Settlement and the Order and Final Judgment of the Court, even if you do not submit a Proof of Claim. To exclude yourself from the Settlement Class, you must mail a letter with the required information to the Claims Administrator so that it is Received or Postmarked on or before September 8, 2008.
If you object to the Settlement, the Plan of Allocation, or to Class Counsel's application for fees and expenses, but do not exclude yourself from the Class, you may present your objections under the procedures described in Question 18 of the Notice of Class Action Determination, Proposed Settlement and Hearing on Settlement. To object, you must submit a signed letter with the required information which must be sent to the Court and Counsel so that it is Postmarked not later than September 8, 2008.

Claims Submission and Settlement Administration

The Claims Administrator will notify in writing all Class Members whose Proofs of Claim they propose to reject, in whole or in part, setting forth the reasons for the proposed rejection.

Any Class Member who does not submit a timely and valid Proof of Claim will not be entitled to receive proceeds from the Net Settlement Fund, but WILL be bound by the terms of the Stipulation of Settlement, including the covenants and releases barring any action against the Release Parties concerning the Settled Claims, unless the Class Member properly excludes himself, herself or itself from the Class.

Inquiries concerning the Notice or the Proof of Claim form by Class Members should not be made to the Court.

Further Information

Further information regarding the Action and the Notice may be obtained by clicking on the "Contact Information" link at the left.