BUCA, Inc. Securities Litigation

BUCA, Inc. Securities Litigation
Settlement Information Website

FREQUENTLY ASKED QUESTIONS

BASIC INFORMATION

Why Did I Receive This Notice?
What Is This Lawsuit About?
Why Is This Lawsuit A Class Action?
Why Is There A Settlement?

WHO IS IN THE SETTLEMENT

How Do I Know If I Am Part Of The Settlement?
Who Is Excluded?
What If I Am Still Not Sure If I Am Included?

THE SETTLEMENT BENEFITS - WHAT YOU RECEIVE

What Does The Settlement Provide?
What Rights Do Class Members Give Up In The Settlement?

PLAN OF DISTRIBUTION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

How Will My Payment Be Determined?

HOW YOU MAY RECEIVE A PAYMENT - SUBMITTING A CLAIM FORM
If I Am Entitled To A Payment, How Will I Receive It?
When Will I Receive My Payment?

EXCLUDING YOURSELF FROM THE SETTLEMENT
How Do I Exclude Myself From The Settlement?
If I Do Not Exclude Myself, Can I Sue The Defendants Later?
If I Exclude Myself, Can I Receive A Payment From This Settlement?

THE LAWYERS REPRESENTING YOU
Do I Have A Lawyer In This Case?
How Will The Lawyers Be Paid?

OBJECTING TO THE SETTLEMENT
How Do I Tell The District Court That I Do Not Like The Settlement?
What Is The Difference Between Objecting And Excluding?
What Happens If The Settlement Is Not Approved?

THE DISTRICT COURT'S SETTLEMENT FAIRNESS HEARING
When And Where Will The District Court Hold A Hearing On Whether To Approve The Settlement?
Do I Have To Come To The Hearing?
May I Speak At The Hearing?

IF YOU DO NOTHING
What Happens If I Do Nothing At All?

OBTAINING MORE INFORMATION
Are There More Details About The Settlement?

BASIC INFORMATION

1. Why Did I Receive This Notice?

You or someone in your family may have purchased the common stock of BUCA, Inc. ("BUCA") during the Class Period, which is from February 6, 2001 through March 11, 2005, inclusive.

The notice explains the lawsuit, the proposed settlement, your legal rights, what benefits are available, who is eligible for them, and how to receive them.

2. What Is This Lawsuit About?

In August and September 2005, three class action lawsuits were commenced against BUCA, and against three former officers of BUCA, Joseph Micatrotto, Greg Gadel, and Pete Mihaljov (the "Individual Defendants"), in the United States District Court for the District of Minnesota (the "District Court"). These lawsuits were consolidated under the caption "In re BUCA, Inc. Securities Litigation" and the District Court appointed the Lead Plaintiffs and Class Counsel. The Lead Plaintiffs filed a Consolidated Amended Complaint on January 11, 2006. This complaint alleged 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. The Defendants moved to dismiss, and, on October 16, 2006, after briefing by the parties, the District Court granted the Defendants' motions and dismissed the complaint without prejudice. On December 18, 2006 the Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint which provided the Court with additional information on what the Lead Plaintiffs alleged was Defendants' wrongful conduct. The Defendants again moved to dismiss, and, on August 30, 2007, after briefing by the parties, the District Court granted the Defendants' motions and dismissed the Second Amended Consolidated Class Action Complaint with prejudice. 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.

3. Why Is This Lawsuit A Class Action?

In a class action, one or more people called class representatives sue on behalf of individuals and entities who have similar claims. All of these individuals and entities who have similar claims are referred to collectively as a Class, or individually as Class Members. One court resolves the issues for all Class Members, except for those who exclude themselves from the Class. Judge Donovan W. Frank of the District Court is in charge of this lawsuit. Judge Frank has certified a Class for settlement purposes only.

4. Why Is There A Settlement?

To avoid the cost and risks of further litigation, both sides agreed to a settlement. As explained above, 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.

WHO IS IN THE SETTLEMENT

5. How Do I Know If I Am Part Of The Settlement?

The Class includes: all those who purchased BUCA common stock during the Class Period (February 6, 2001 through March 11, 2005, inclusive) except for those persons and entities that are excluded, as described in Question 6, below.

6. Who Is Excluded?

The following persons and entities are excluded from the Class: (a) any person who files a valid and timely request for exclusion from the Class, as discussed below; (b) the Defendants in this case; (c) John Motschenbacher and Daniel P. Skrypek (who are former employees of BUCA); (d) any member of the immediate family of any Individual Defendant, or of John Motschenbacher or Daniel P. Skrypek; (e) any entity in which any Defendant in this case, or John Motschenbacher or Daniel P. Skrypek, has a controlling interest; and (f) any legal representative, heir, successor, predecessor in interest, or assign of any Defendant, or of John Motschenbacher or Daniel P. Skrypek.

You can be a Class Member only if you purchased BUCA common stock during the Class Period. If you sold BUCA common stock during that period, or acquired BUCA common stock by some means other than purchase, that alone does not make you a Class Member.

If one of your mutual funds purchased BUCA common stock, that alone does not make you a Class Member.

7. What If I Am Still Not Sure If I Am Included?

If you are still not sure whether you are included, you can ask for free help. You can call the Claims Administrator, Complete Claim Solutions at 1-877-465-1951, for more information. Or you can fill out and return the claim form described in Question 10, to see if you qualify.

THE SETTLEMENT BENEFITS - WHAT YOU RECEIVE

8. What Does The Settlement Provide?

Defendants have agreed to cause their insurers to create a $1,600,000 cash Settlement Fund. This amount will be paid into a separate account within seven business days of the Court's preliminary approval of this proposed settlement and will earn interest for the benefit of the Class. The balance of this fund (including interest earned), after payment of Court-approved attorneys' fees and expenses, including the costs of administering this settlement, such as the printing and mailing this Notice and the cost of publishing notice, will be divided among all Class Members who submit timely and valid claim forms.

9. What Rights Do Class Members Give Up In The Settlement?

Class Members who do not opt out of the Class give up any right they may have to file a lawsuit with respect to any "Settled Claims." Settled Claims are any and all claims, actions, causes of action, rights or liabilities, whether arising out of state or federal law, including Unknown Claims, of any Class Member, which exist or may exist against any of the Settling Defendants and their respective past and present parent, subsidiary, and affiliated corporations and entities, the predecessors and successors in interest of any of them, and all of their respective past and present officers, directors, employees, agents, partners, representatives, spouses, heirs, executors, administrators, attorneys, and assigns, and the Insurers, by reason of any matter, event, cause or thing whatsoever arising out of, relating to, or in any way connected with: (a) the purchase or sale of any BUCA Securities during the Class Period; or (b) any facts, circumstances, transactions, events, occurrences, acts, omissions or failures to act that were alleged in the Action and that relate to a Class Member's decision to purchase, sell, or hold BUCA Securities.

PLAN OF DISTRIBUTION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

10. How Will My Payment Be Determined?

The Plan of Distribution reflects the proposition that the price of BUCA common stock was artificially inflated throughout the entire Class Period. The Plan of Distribution is not a formalized damage study, but rather a methodology that takes into account price drops that accompanied what Lead Plaintiffs contend were disclosures of misconduct by the Defendants, related to the allegations in this lawsuit, which occurred during and at the end of the Class Period. The proposed Plan of Distribution provides for distribution of the Settlement Fund to the Class Members, after deductions for fees and expenses (the "Net Settlement Fund"). Click on the link entitled "Court Documents" on the left for a complete copy.

HOW YOU MAY RECEIVE A PAYMENT - SUBMITTING A CLAIM FORM

11. If I Am Entitled To A Payment, How Will I Receive It?

To qualify for payment, you must be an eligible Class Member and you must submit a Proof of Claim. A Proof of Claim was enclosed with the Notice you received in the mail. You can download a copy of the Claim Form by clicking on the link on the left entitled "Proof of Claim." Read the instructions carefully, fill out the Proof of Claim, include all the documents the form requests, sign it, and mail it in an envelope received or postmarked on or before November 14, 2008 to the Claims Administrator at:

In re BUCA, Inc. Securities Litigation
c/o Complete Claim Solutions, LLC
Claims Administrator
P.O. Box 24632
West Palm Beach, FL 33416

Retain a copy of everything you mail.

12. When Will I Receive My Payment?

The District Court will hold a hearing on October 15, 2008, on whether to approve the settlement. If the District Court approves the settlement, there may be appeals. Resolving appeals can take time, perhaps several years. In addition, the Claims Administrator must process all of the Proof of Claim forms. The processing is complicated and will take months. Please be patient.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a payment from this settlement, but you want to keep any rights you may have to sue or continue to sue the Defendants on your own for claims being released in this settlement, you must take steps to exclude yourself from the settlement. This is referred to as opting out of the Class.

13. How Do I Exclude Myself From The Settlement?

To exclude yourself from the settlement, you must send a letter by mail stating that you want to be excluded from this settlement. You must include your name, address, telephone number, your signature, and information concerning your purchase(s), acquisition(s) and sale(s) of BUCA common stock during the Class Period, including the number of shares and the dates of each purchase, acquisition and sale. You must mail your exclusion request, received or postmarked on or before September 8, 2008, to the Claims Administrator at the address indicated in question 11.

You cannot exclude yourself over the phone or by e-mail. If you ask to be excluded from the settlement, you are not eligible to receive any payment from the Net Settlement Fund, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit and you may be able to pursue the claims that are being released in this settlement.

14. If I Do Not Exclude Myself, Can I Sue The Defendants Later?

As explained in Question 9, unless you exclude yourself, you give up any right you may have to sue any of the Defendants and certain other persons for any of the "Settled Claims."

15. If I Exclude Myself, Can I Receive A Payment From This Settlement?

No.

THE LAWYERS REPRESENTING YOU

16. Do I Have A Lawyer In This Case?

The District Court appointed the law firms of Cohen, Milstein, Hausfeld & Toll, P.L.L.C. and Berman DeValerio Pease Tabacco Burt & Pucillo to represent you and the other Class Members. These lawyers are called Class Counsel. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.

17. How Will The Lawyers Be Paid?

Class Counsel will apply to the District Court for attorneys' fees not to exceed 30% of the Settlement Fund and for reimbursement of their out-of-pocket expenses advanced in connection with the lawsuit up to an amount not expected to exceed $100,000, plus interest on both amounts at the same rate as earned by the Settlement Fund. Such sums as may be approved by the District Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

The attorneys' fees and expenses requested will be the only payment to Class Counsel for their efforts in achieving this settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Class Counsel have not been paid for their services in this lawsuit or for their out-of-pocket expenses. The fee requested will compensate Class Counsel for their work in achieving the settlement. The District Court may, however, award less than any amount requested.

OBJECTING TO THE SETTLEMENT

You can tell the District Court that you do not agree with the settlement or some part of it.

18. How Do I Tell The District Court That I Do Not Like The Settlement?

If you are a Class Member, you can object to the settlement if you do not like any part of it. To object, you must send a letter explaining the reasons why you object to the settlement in In re BUCA, Inc. Securities Litigation, Civil Action No. 05-1762 DWF/AJB. You must include your name, address, telephone number, signature, and information concerning your purchases and sales of BUCA common stock during the Class Period, including the number of shares and the dates of each purchase, or sale. You should also state whether you intend to appear at the October 15, 2008 hearing. If you have documents or other writings that you would like the Court to consider, you should include copies of them. Any objection to the settlement must be sent to each of the following, in an envelope postmarked no later than September 8, 2008.

DISTRICT COURT
Clerk of the Court
United States District Court
District of Minnesota
180 E. 5th St. #700
St. Paul, MN 55101

CLASS COUNSEL Herbert E. Milstein
COHEN, MILSTEIN,
HAUSFELD & TOLL, P.L.L.C.
1100 New York Avenue, N.W.
West Tower, Suite 500
Washington, DC 2005

DEFENDANT BUCA'S COUNSEL
Wendy J. Wildung
FAEGRE & BENSON LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402

19. What Is The Difference Between Objecting And Excluding?

Objecting is telling the District Court that you do not like something about the settlement, the Plan of Distribution or the application for attorneys' fees and expenses. You can object only if you stay in the Class. Excluding yourself is telling the District Court that you do not want to be part of the settlement.

20. What Happens If The Settlement Is Not Approved?

If the settlement is not approved than the District Court's certification of a class for settlement purposes will be voided and the lawsuit would continue.

THE DISTRICT COURT'S SETTLEMENT FAIRNESS HEARING

21. When And Where Will The District Court Hold A Hearing On Whether To Approve The Settlement?

The District 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. At the hearing, the District Court will consider whether the settlement is fair, reasonable and adequate. If there are timely written objections, the District Court will consider them. The District Court will listen to people whose request to speak has been postmarked not later than September 8, 2008. The District Court may also consider Class Counsel's application for attorneys' fees and reimbursement of expenses and whether the Plan of Distribution is fair, reasonable, and adequate. The District Court may change the date, place or time of this hearing or conduct other hearings without further notice to the Class.

22. Do I Have To Come To The Hearing?

No. Class Counsel will represent the Class. But you are welcome to come at your own expense. If you send an objection, you do not have to come to court to talk about it. As long as you have made an objection on time, the District Court will consider it. You may also hire your own lawyer to attend, but this is not required.

23. May I Speak At The Hearing?

You may ask the District Court for permission to speak at the fairness hearing. To do so, you must send a letter stating your intention to appear in In re BUCA, Inc. Securities Litigation, Civil Action No. 05-1762 DWF/AJB. Include your name, address, telephone number, and signature, and identify the date(s), price(s) and number(s) of shares of all purchases of BUCA common stock you made during the Class Period. Your notice of intention to appear must be postmarked not later than September 8, 2008, and be sent to the Clerk of the Court, Class Counsel, and Defendant BUCA's Counsel, at the addresses listed in Question 18. Unless the District Court orders otherwise, you cannot speak at the hearing if you exclude yourself from the settlement.

IF YOU DO NOTHING

24. What Happens If I Do Nothing At All?

If you do nothing, you will receive no money from this settlement. But, unless you exclude yourself, you will lose any right you may have to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants or certain other persons relating to the claims being released in this settlement.

OBTAINING MORE INFORMATION

25. Are There More Details About The Settlement?

The Notice summarizes the proposed settlement. More details are in the Stipulation of Settlement dated March 20, 2008. All terms used in the Notice have the same meanings as in the Stipulation. You can obtain a copy of the Stipulation (by clicking on the link at the left entitled "Court Documents") and other information about the settlement by writing to Class Counsel listed above in Question 18, contacting the Claims Administrator toll-free at 1-877-465-1951, email info@BUCASecuritiesLitigation.com or by visiting the office of the Clerk of the District Court at the address listed above in Question 18.