UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 1026, 2008

Date of report (Date of earliest event reported)

BUCA, INC.

(Exact Name of Registrant as Specified in its Charter)

Minnesota

0-25721

41-1802364

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1300 Nicollet Mall, Suite 5003

Minneapolis, Minnesota

55403

(Address of Principal Executive Offices)

(Zip Code)

(612) 288-2382

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.01. ~~Changes~~Completion inof ~~Control~~Acquisition or Disposition of ~~Registrant~~Assets.

~~As previously announced~~BUCA, onInc. ~~August 5,~~(the ~~2008,~~“Company”) ~~BUCA~~has been acquired by Planet Hollywood International, Inc., a ~~Minnesota~~Delaware corporation (~~the~~ “~~Company~~Planet Hollywood”), ~~entered~~pursuant ~~into~~to anthe Agreement and Plan of Merger (the “Merger Agreement”) ~~with~~between the ~~Planet Hollywood International~~Company, ~~Inc., a Delaware corporation (“~~Planet Hollywood~~”),~~ and BUCA Financing, LLC, a Florida limited liability company and an indirect wholly-owned subsidiary of Planet Hollywood (“the Purchaser”) dated as of August 5, ~~under~~2008. ~~which~~Pursuant ~~Purchaser~~to ~~would~~the ~~commence~~Merger Agreement, the Purchaser commenced 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. (Purchaser commenced the “Offer ~~Price”)~~upon the terms and ~~Purchaser~~subject ~~would~~to ~~subsequently~~the ~~merge~~conditions ~~with~~set forth in the Offer to Purchase and ~~into~~in the ~~Company~~related (Letter of Transmittal, each dated August 12, 2008. Upon the expiration ~~“Merger”~~of a subsequent offering period of the Offer at midnight, New York City time, on Tuesday, September 23, 2008, 19,337,263 Shares (including 2,371 Shares subject to guarantees of delivery) were validly tendered and not withdrawn pursuant to the Offer, representing approximately 90.3% of the outstanding Shares. Payment for such Shares has been or will be made promptly, in accordance with the terms of the Offer.

~~Pursuant~~On 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 926, 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,~~terms ~~representing approximately 84%~~ of the ~~outstanding~~Merger ~~Shares. Based on the Offer Price~~Agreement, ~~the value of such Shares to be purchased by~~ Purchaser ~~is approximately~~merged ~~$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~~and ~~funds~~into ~~from existing cash balances to purchase all Shares validly tendered in~~ the ~~Offer~~Company ~~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~~the ~~affiliate~~Company ~~and~~continuing ~~major~~as ~~shareholder of Planet Hollywood, in order to provide funding to purchase all Shares validly tendered in~~ the ~~Offer~~surviving ~~and~~corporation ~~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~~wholly-owned ~~release~~indirect ~~announcing~~subsidiary ~~the results~~ of ~~the~~Planet ~~initial~~Hollywood ~~Offer. A copy of~~ (the ~~press~~“Surviving ~~release is filed as Exhibit 99~~Corporation”).1 ~~to this report and is incorporated in this report by reference.~~

~~Pursuant~~The toforegoing ~~the~~description ~~terms~~ of the Merger Agreement, ~~Planet~~is ~~Hollywood expects to effect~~ a ~~Merger~~summary ofonly ~~Purchaser with~~ and ~~into~~is ~~the~~qualified ~~Company.~~in Inits ~~the~~entirety ~~Merger, each issued and outstanding Share (other than Shares owned~~ by ~~Planet~~reference 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~~full totext ~~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 Agreement, ~~the~~a ~~Company~~copy ~~will become an indirect wholly-owned subsidiary~~ of ~~Planet~~which ~~Hollywood.~~was ~~Planet~~filed ~~Hollywood~~by ~~intends to complete~~ the ~~Merger~~Company as ~~soon~~Exhibit ~~as practicable~~2.1 ~~The Company’s shareholders who continue~~ to ~~hold their Shares at~~ the ~~time~~Form of8-K ~~the~~filed ~~Merger and fulfill certain other requirements of Minnesota law will have dissenters’ rights under Section~~on August ~~302A.621~~11, of2008 ~~the~~and ~~Minnesota~~is ~~Business~~incorporated ~~Corporation Act~~ in ~~connection~~this ~~with~~report ~~the~~by ~~Merger~~reference.

~~The~~Item ~~Merger~~3.01. ~~Agreement~~Notice ~~provides that, effective upon the acceptance for payment~~ of ~~the~~Delisting ~~Shares~~or ~~pursuant~~Failure to ~~the~~ ~~Offer,~~Satisfy ~~Purchaser~~a ~~will~~Continued beListing ~~entitled~~Rule toor ~~designate~~Standard; ~~such~~Transfer ~~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 outstandingListing.

The ~~foregoing~~information ~~description~~disclosed ofunder ~~the Merger~~Items ~~Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit~~ 2.101 toabove ~~the Form 8-K filed by the Company on August 11, 2008 and~~ is hereby incorporated ~~in this report~~ by reference.

~~Item~~As 9a result of the Merger, the Company no longer fulfills the numerical listing requirements of the NASDAQ Stock Market (“NASDAQ”).01 Accordingly, following the completion of the Merger, at the Company’s request, NASDAQ will file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 thereby effecting the delisting of the Shares from NASDAQ. ~~Financial~~Additionally, ~~Statements~~the Company intends to file with the SEC a Certification on Form 15 under the Exchange Act requesting the Shares be deregistered and ~~Exhibits~~that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Exhibit No.		Description
99.1		Press Release of Planet Hollywood International, Inc. dated September 10, 2008 (incorporated by reference to Exhibit (a)(5)(B) to the Schedule TO/A filed on September 10, 2008).

Item 5.02.

Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Merger Agreement provides that at the effective time of the Merger (the “Effective Time”), the managers of Purchaser immediately prior to the Effective Time became the directors of the Surviving Corporation and the officers of the Company became the officers of the Surviving Corporation, in each case, until their respective successors are duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. Biographical

information regarding certain directors of the Company has been previously disclosed in the Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (the “Information Statement”), which was filed by the Company with the SEC on August 12, 2008 as Annex I to Schedule 14D-9. The Information Statement is incorporated in this report by reference.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 1229, 2008

BUCA, INC. (Registrant) By /s/ ~~Dennis~~Richard J.Erstad ~~Goetz~~Richard ~~Dennis J~~G. ~~Goetz~~Erstad ~~Chief~~General ~~Financial~~Counsel ~~Officer~~and Secretary

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