<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
COMMISSION FILE NO. 0-20845
BIG BUCK BREWERY & STEAKHOUSE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which
transaction applies: ______________________________________________
2) Aggregate number of securities to which
transaction applies: ______________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined): _______________________________________________
4) Proposed maximum aggregate value of transaction: ____________________
5) Total fee paid: _____________________________________________________
/ / Fee paid previously with preliminary materials: __________________________
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid: _____________________________________________
2) Form, Schedule or Registration Statement No.: _______________________
3) Filing Party: _______________________________________________________
4) Date Filed: _________________________________________________________
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
May 15, 1998
Dear Shareholder:
I am pleased to invite you to attend the 1998 Annual Meeting of
Shareholders of Big Buck Brewery & Steakhouse, Inc., to be held at Big Buck
Brewery & Steakhouse, 550 South Wisconsin Street, Gaylord, Michigan, on June 10,
1998, at 9:00 a.m. local time.
At the Annual Meeting you will be asked to vote for the election of
directors and to ratify the appointment by the Board of Directors of Arthur
Andersen LLP as the Company's independent accountants for the fiscal year ending
January 3, 1999. The accompanying material contains the Notice of Annual
Meeting, the Proxy Statement, which includes information about the matters to be
acted upon at the Annual Meeting, and the related proxy card.
I sincerely hope you will be able to attend the Company's Annual Meeting.
Whether or not you are able to attend the Annual Meeting in person, I urge you
to sign and date the enclosed proxy and return it promptly in the enclosed
envelope. If you do attend the Annual Meeting in person, you may withdraw your
proxy and vote personally on any matters brought properly before the Annual
Meeting.
Sincerely,
BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ William F. Rolinski
William F. Rolinski
President and Chief Executive Officer
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
-------------------
NOTICE
OF
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 10, 1998
-------------------
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders (the
"Annual Meeting") of Big Buck Brewery & Steakhouse, Inc., a Michigan corporation
(the "Company"), will be held at Big Buck Brewery & Steakhouse, 550 South
Wisconsin Street, Gaylord, Michigan, on June 10, 1998, at 9:00 a.m. local time,
for the following purposes, as more fully described in the accompanying Proxy
Statement:
1. To elect four directors for the ensuing year and until their
successors shall be elected and duly qualified;
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending January 3,
1999; and
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting or any
adjournment or postponement thereof.
Only shareholders of record at the close of business on April 15, 1998,
are entitled to notice of and to vote at the Annual Meeting. Whether or not
you expect to attend the Annual Meeting in person, please mark, date and sign
the enclosed proxy exactly as your name appears thereon and promptly return
it in the envelope provided, which requires no postage if mailed in the
United States. Proxies may be revoked at any time before they are exercised
and, if you attend the Annual Meeting in person, you may withdraw your proxy
and vote personally on any matter brought properly before the Annual Meeting.
Sincerely,
BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ William F. Rolinski
William F. Rolinski
President and Chief Executive Officer
Gaylord, Michigan
May 15, 1998
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
-------------------
PROXY STATEMENT
FOR
1998 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 10, 1998
-------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Big Buck Brewery & Steakhouse, Inc. (the
"Company") for use at the 1998 Annual Meeting of Shareholders (the "Annual
Meeting") to be held at Big Buck Brewery & Steakhouse, 550 South Wisconsin
Street, Gaylord, Michigan on June 10, 1998, at 9:00 a.m. local time, or at any
adjournment or postponement thereof. All shares of Common Stock represented by
properly executed and returned proxies, unless such proxies have previously been
revoked, will be voted at the Annual Meeting and, where the manner of voting is
specified on the proxy, will be voted in accordance with such specifications.
Shares represented by properly executed and returned proxies on which no
specification has been made will be voted FOR the election of the nominees for
director named herein and FOR ratification of the appointment of the independent
public accountants for the fiscal year ending January 3, 1999. If any other
matters are properly presented at the Annual Meeting for action, including a
question of adjourning or postponing the Annual Meeting from time to time, the
persons named in the proxies and acting thereunder will have discretion to vote
on such matters in accordance with their best judgment.
The Notice of Annual Meeting, this Proxy Statement and the related proxy
card are first being mailed to shareholders of the Company on or about May 15,
1998.
RECORD DATE AND OUTSTANDING COMMON STOCK
The Board has fixed the close of business on April 15, 1998, as the Record
Date for determining the holders of the Company's outstanding voting shares
entitled to notice of, and to vote at, the Annual Meeting. On that date, there
were 5,285,000 shares of Common Stock issued, outstanding and entitled to vote.
REVOCABILITY OF PROXIES
Any shareholder who executes and returns a proxy may revoke it at any time
before it is voted. Any shareholder who wishes to revoke a proxy can do so by
(i) executing a later-dated proxy relating to the same shares and delivering it
to the Secretary of the Company prior to the vote at the Annual Meeting, (ii)
filing a written notice of revocation bearing a later date than the proxy with
the Secretary of the Company prior to the vote at the Annual Meeting, or (iii)
appearing in person at the Annual Meeting, filing a written notice of revocation
and voting in person the shares to which the proxy relates. Any written notice
or subsequent proxy should be delivered to Big Buck Brewery & Steakhouse, Inc.,
550 South Wisconsin Street, Gaylord, Michigan 49735, Attention: Secretary of the
Company, or hand-delivered to the Secretary of the Company prior to the vote at
the Annual Meeting.
<PAGE>
VOTING AND SOLICITATION
Each shareholder is entitled to one vote, exercisable in person or by
proxy, for each share of Common Stock held of record on the Record Date.
Shareholders do not have the right to cumulate votes in the election of
directors.
Expenses incurred in connection with the solicitation of proxies will be
paid by the Company. The proxies are being solicited principally by mail. In
addition, directors, officers and regular employees of the Company may solicit
proxies personally or by telephone, for which they will receive no consideration
other than their regular compensation. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting material to
the beneficial owners of shares of Common Stock held as of the Record Date and
will reimburse such persons for their reasonable expenses so incurred.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The presence, in person or by proxy, of the holders of at least of a
majority of the shares of Common Stock outstanding and entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. All votes will be tabulated by the inspector of election for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes.
If a properly executed proxy is returned and the shareholder has abstained
from voting on any matter, the shares represented by such proxy will be
considered present at the Annual Meeting for purposes of determining a quorum
and for purposes of calculating the vote, but will not be considered to have
been voted in favor of such matter.
If a properly executed proxy is returned by a broker holding shares in
street name which indicates that the broker does not have discretionary
authority as to certain shares to vote on one or more matters, such shares will
be considered present at the Annual Meeting for purposes of determining a
quorum, but will not be considered to be represented at the Annual Meeting for
purposes of calculating the vote with respect to such matter.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding beneficial ownership of its Common Stock as of April 30, 1998, by (i)
each person who is known to the Company to own beneficially more than five
percent of the Company's Common Stock, (ii) each of the Company's directors and
nominees for director, (iii) each executive officer named in the "Summary
Compensation Table" below, and (iv) all executive officers and directors as a
group. Unless otherwise noted, each person identified below possesses sole
voting and investment power with respect to such shares. Except as otherwise
noted below, the Company knows of no agreements among its shareholders which
relate to voting or investment power with respect to its Common Stock.
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
OWNED(1) CLASS
------------ -------
<S> <C> <C>
Perkins Capital Management, Inc.(2) ............... 1,031,600 17.8%
730 East Lake Street
Wayzata, Minnesota 55391
William F. Rolinski(3) ............................ 840,608 15.9
Casimer I. Zaremba(3)(4)(5) ....................... 685,007 12.9
Blair A. Murphy, D.O.(3)(4) ....................... 645,007 12.2
The Perkins Opportunity Fund(6) ................... 600,000 10.7
730 East Lake Street
Wayzata, Minnesota 55391
Henry T. Siwecki(3)(4)(7) ......................... 146,989 2.7
Gary J. Hewett(8) ................................. 30,000 *
Anthony P. Dombrowski(9) .......................... 23,000 *
All Executive Officers and Directors as a
Group (6 persons)(7)(10) ......................... 2,370,611 44.2%
</TABLE>
- ------------------
*Represents less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission") and includes voting
or investment power with respect to securities. Securities "beneficially
owned" by a person may include securities owned by or for, among others,
the spouse, children or certain other relatives of such person as well as
other securities as to which the person has or shares voting or investment
power or has the option or right to acquire Common Stock within 60 days.
The number of shares beneficially owned includes shares issuable pursuant
to warrants and stock options that are exercisable within 60 days of
April 30, 1998.
(2) As set forth in Schedule 13G filed with the Commission by Perkins Capital
Management, Inc. ("PCM") and The Perkins Opportunity Fund ("POF") on
February 12, 1998. Includes (i) 214,800 shares of Common Stock owned by
the clients of PCM, (ii) 216,800 shares of Common Stock subject to
currently exercisable warrants owned by the clients of PCM, (iii) 300,000
shares of Common Stock owned by POF, and (iv) 300,000 shares of Common
Stock subject to currently exercisable warrants owned by POF. PCM has (i)
sole power to vote 377,000 shares of Common Stock, including 300,000
shares of Common Stock owned by POF, and (ii) sole power to dispose of
1,031,600 shares of Common Stock, including 300,000 shares of Common
Stock owned by POF and 300,000 shares of Common Stock subject to
currently exercisable warrants owned by POF. PCM disclaims beneficial
ownership of the securities owned by POF.
(3) Substantially all of the shares beneficially owned by Messrs. Rolinski,
Zaremba, Murphy and Siwecki are subject to a three-year escrow agreement
with Norwest Bank Minnesota, National Association, the Company and the
Commissioner of Commerce for the State of Minnesota dated June 7, 1996.
(4) Includes 10,000 shares of Common Stock subject to currently exercisable
options.
(5) Beneficial ownership of 450,005 of these shares is shared with Walter
Zaremba, Casimer Zaremba's brother.
(6) As set forth in Schedule 13G filed with the Commission by PCM and POF on
February 12, 1998. Includes 300,000 shares of Common Stock subject to
currently exercisable warrants. Ownership of ten percent or more of the
outstanding stock of the Company requires the prior approval of the
Michigan Liquor Control Commission. As a result, the warrants held by POF
cannot be exercised in their entirety without such approval.
(7) Includes 6,000 shares of Common Stock subject to currently exercisable
warrants.
(8) Represents shares of Common Stock subject to currently exercisable
options.
(9) Includes 18,000 shares of Common Stock subject to currently exercisable
options.
(10) Includes 78,000 shares of Common Stock subject to currently exercisable
options.
3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
Four persons have been nominated for election as directors at the Annual
Meeting, all of whom currently serve as directors of the Company. Directors of
the Company are elected annually, by a plurality of the votes cast, to serve
until the next Annual Meeting and until their successors are elected and duly
qualified. There are no family relationships between any director or officer.
It is intended that votes will be cast pursuant to the enclosed proxy for
the election of the nominees listed in the table below, except for those proxies
which withhold such authority. Shareholders do not have cumulative voting
rights with respect to the election of directors, and proxies cannot be voted
for a greater number of directors than the number of nominees. In the event
that any of the nominees shall be unable or unwilling to serve as a director, it
is intended that the proxy will be voted for the election of such other person
or persons as the remaining directors may recommend in the place of such
nominee. The Company has no reason to believe that any of the nominees will not
be candidates or will be unable to serve.
VOTE REQUIRED
The four nominees receiving the highest number of affirmative votes of the
shares entitled to vote at the Annual Meeting shall be elected to the Board of
Directors. An abstention will have the same effect as a vote withheld for the
election of directors and a broker non-vote will not be treated as voting in
person or by proxy on the proposal. Set forth below is certain information
concerning the nominees for the Board of Directors. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
- --- --- -------------------------------------------------
<S> <C> <C>
William F. Rolinski .... 50 Chief Executive Officer, President and Director
of the Company
Blair A. Murphy, D.O. .. 44 Self-Employed Physician
Henry T. Siwecki ....... 54 Sole Owner and President of Siwecki
Construction, Inc.
Casimer I. Zaremba ..... 77 Private Investor
</TABLE>
BUSINESS EXPERIENCE
WILLIAM F. ROLINSKI is a founder of the Company and has been the Chief
Executive Officer, President and a director since its formation in 1993. From
1987 to 1994, Mr. Rolinski was the founder, secretary and corporate counsel of
Ward Lake Energy, Inc. ("Ward Lake"), an independent producer of natural gas in
Michigan. While Mr. Rolinski was at Ward Lake, the Company drilled and produced
over 500 natural gas wells with combined reserves of over $200 million.
BLAIR A. MURPHY, D.O. is a founder of the Company and has been a director
since its formation in 1993. Dr. Murphy has been a urological surgeon since
1990 and is presently a self-employed physician.
HENRY T. SIWECKI has been a director since August 1995. For more than the
last five years, Mr. Siwecki has been the sole owner and President of Siwecki
Construction, Inc., a commercial and residential contractor.
CASIMER I. ZAREMBA is a founder of the Company and has been a director
since its formation in 1993. Mr. Zaremba has been a private investor for more
than the past five years.
4
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of four meetings during the fiscal year
ended December 28, 1997 ("1997"). Each of the incumbent directors attended all
of the meetings of the Board. The Board also took action pursuant to written
consent once during the last fiscal year. The Board of Directors has
established Audit and Compensation Committees, both of which consist of only
non-employee directors.
The Audit Committee, which consisted of Messrs. Murphy, Siwecki and Zaremba
during 1997, is responsible for recommending independent public accountants,
reviewing with the independent public accountants the scope and results of the
audit engagement, establishing and monitoring the Company's financial policies
and control procedures, reviewing and monitoring the provision of non-audit
services by the Company's independent public accountants and reviewing all
potential conflict of interest situations. The Audit Committee held one meeting
during 1997. Such meeting was attended by all members of the Audit Committee.
The Compensation Committee, which consisted of Messrs. Murphy, Siwecki and
Zaremba during 1997, determines and establishes the salaries, bonuses and other
compensation of the executive officers of the Company. The Compensation
Committee held one meeting during 1997 and such meeting was attended by all
members of the Compensation Committee.
DIRECTOR COMPENSATION
Directors currently do not receive any cash compensation from the Company
for their service as members of the Board of Directors; however, the Company may
pay fees to its directors, or reimburse certain expenses of its directors in
connection with attendance at Board of Directors and committee meetings, in the
future. Non-employee directors receive periodic option grants under the
Company's 1996 Director Stock Option Plan. During 1997, the Company granted an
option, under such plan, for the purchase of 5,000 shares of Common Stock to
each non-employee director and automatically grants such options annually for
each year of continued service on the Board of Directors. Each option is
granted at fair market value on the date of grant, vests one year after the date
of grant and expires ten years after the date of grant.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid by the Company to the Chief Executive Officer and the four other highest
paid executive officers who received in excess of $100,000 for services rendered
to the Company during the fiscal years ended December 28, 1997, December 29,
1996 and December 31, 1995. The Company has no formalized employment agreements
with its executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION AWARDS
------------------- -----------------------------
SHARES OF COMMON STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY UNDERLYING OPTIONS
- -------------------------------- ---- ------ ----------------------
<S> <C> <C> <C>
William F. Rolinski 1997 $167,308 75,000
Chief Executive Officer 1996 134,038 -
1995(1) 34,000 -
Gary J. Hewett 1997 $152,061 125,000
Executive Vice President and 1996(2) 101,445 55,000
Chief Operating Officer 1995 - -
Anthony P. Dombrowski 1997 $102,615 60,000
Chief Financial Officer and 1996(3) 112,516 33,000
Treasurer 1995 15,300 -
</TABLE>
- ---------------------
(1) Prior to May 26, 1995, Mr. Rolinski was not paid for his services.
(2) Mr. Hewett's employment with the Company began on April 1, 1996.
(3) Mr. Dombrowski's employment with the Company began on May 1, 1996.
The following tables summarize stock option grants and option exercises
during 1997 to or by the executive officers set forth below and certain other
information relative to such options.
OPTION GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES PERCENT OF TOTAL,
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE)(1) DATE
- ------------------- ---------- ---------------- ------------ ---------
<S> <C> <C> <C> <C>
William F. Rolinski 75,000 25.9% $4.75 9/29/07
Gary J. Hewett 125,000 43.1% $4.75 9/29/07
Anthony P. Dombrowski 60,000 20.7% $4.75 9/29/07
</TABLE>
- ----------------------
(1) Fair market value per share on the date of grant, in accordance with the
Company's 1996 Stock Option Plan.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William F. Rolinski - - - 75,000 - $56,250
Gary J. Hewett - - 17,500 162,500 $20,625 $90,625
Anthony P. Dombrowski - - 10,500 82,500 $12,375 $46,875
</TABLE>
- ----------------------
(1) Market value of underlying securities at fiscal year end minus the exercise
price.
6
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending January 3, 1999.
A proposal to ratify that appointment will be presented to shareholders at the
Annual Meeting. If the shareholders do not ratify such appointment, another
firm of independent public accountants will be selected by the Board of
Directors. Representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting, will have an opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate questions from
shareholders in attendance.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION
OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING JANUARY 3, 1999.
CERTAIN TRANSACTIONS
The Company issued a promissory note for $250,000, with annual interest
thereon at nine percent, to Mr. Zaremba, a director of the Company, on March 17,
1995 which was due and payable on May 17, 1995. A portion of the proceeds of
the December 1995 pre-bridge financing (the "Pre-Bridge Financing") was used to
repay $50,000 borrowed thereunder. On April 10, 1996, the Company and Mr.
Zaremba agreed to replace such promissory note with a new promissory note for
$175,000, with annual interest thereon at nine percent. A portion of the
proceeds of the February 1996 bridge financing (the "Bridge Financing") was used
to repay $50,000 borrowed thereunder. The Company also used a portion of the
proceeds of its initial public offering to fully retire this promissory note.
The Company believes the terms of its transactions with Mr. Zaremba were no less
favorable to the Company than those that could be obtained from unaffiliated
third parties.
The Company entered into a $750,000 revolving credit facility with Gornick
Holdings Ltd. Partnership. Prior to the Pre-Bridge and Bridge Financings, the
Company had borrowed $250,000 under this credit facility. Messrs. Rolinski,
Murphy, Siwecki and Zaremba, directors of the Company, guaranteed repayment of
this facility. A portion of the proceeds of the Pre-Bridge and Bridge
Financings was used to repay the $250,000 borrowed thereunder. The revolving
credit facility was terminated by the Company on April 1, 1996.
The Company has entered into a loan agreement with NBD Bank for three
separate loan facilities which aggregate $3.0 million. Messrs. Rolinski, Murphy
and Zaremba, directors of the Company, have personally guaranteed repayment of
all amounts under this loan agreement. Messrs. Rolinski, Murphy and Zaremba do
not intend to personally guarantee future obligations of the Company.
The Company and its affiliates will only engage in other material
transactions with promoters if the transactions are (i) on terms no less
favorable to the Company or its affiliates than those that are generally
available from unaffiliated third parties and (ii) ratified by a majority of
independent outside members of the Company's Board of Directors who do not have
an interest in the transactions.
7
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than ten percent of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the Commission and to provide the Company with copies
of all such reports. To the Company's knowledge, based solely on a review of
copies of reports filed with the Commission during 1997, all applicable
Section 16(a) filing requirements have been met.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides information with respect to the Company's
executive officers. Each such person has been appointed to serve until his
successor is duly appointed by the Board or his earlier removal or resignation
from office.
<TABLE>
<CAPTION>
NAME AGE TITLE
- -------------------- --- -----------------------------------------------
<S> <C> <C>
William F. Rolinski 50 Chief Executive Officer, President and Director
Gary J. Hewett 36 Executive Vice President and Chief Operating
Officer
Anthony P. Dombrowski 37 Chief Financial Officer and Treasurer
</TABLE>
WILLIAM F. ROLINSKI -- See "Election of Directors."
GARY J. HEWETT became the Chief Operating Officer and Executive Vice
President of the Company in April 1996. From 1989 to March 1996, he served in
various capacities at Hooters of America, Inc., ("Hooters"), a national
restaurant chain, including Vice President of Franchise Operations in which Mr.
Hewett was responsible for the operational support of 84 franchised restaurants
and Vice President of Company Operations where he was responsible for the
operation of 28 company-owned restaurants. Mr. Hewett's responsibilities at
Hooters included supervision of site selection, restaurant design and layout,
training and new restaurant openings. From 1986 to 1989, Mr. Hewett was
employed by the Marriott Corporation as a restaurant general manager.
ANTHONY P. DOMBROWSKI became the Chief Financial Officer of the Company in
May 1996. He acted as a consultant to the Company, in the capacity of Chief
Financial Officer, from January 1996 to May 1996. From February 1995 to May
1996, Mr. Dombrowski operated his own financial and consulting business. Mr.
Dombrowski began his career with Price Waterhouse LLP in 1982. From 1989 to
1995, Mr. Dombrowski was the Chief Financial Officer of Ward Lake.
SHAREHOLDER PROPOSALS
Shareholders wishing to present proposals for action by the shareholders at
the next annual meeting must present such proposals at the principal offices of
the Company not later than January 15, 1999. Due to the complexity of the
respective rights of the shareholders and the Company in this area, any
shareholder desiring to propose such an action is advised to consult with his or
her legal counsel with respect to such rights. It is suggested that any such
proposals be submitted by certified mail, return receipt requested.
8
<PAGE>
ANNUAL REPORT TO SHAREHOLDERS
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 28, 1997, accompanies this Notice of Annual Meeting, Proxy
Statement and the related proxy card. No part of the Annual Report to
Shareholders is incorporated herein and no part thereof is to be considered
proxy soliciting material.
FORM 10-KSB
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES THERETO. THE COMPANY WILL
FURNISH TO ANY SUCH PERSON ANY EXHIBIT DESCRIBED IN THE EXHIBIT INDEX
ACCOMPANYING THE FORM 10-KSB, UPON THE PAYMENT, IN ADVANCE, OF FEES BASED ON THE
COMPANY'S REASONABLE EXPENSES IN FURNISHING SUCH EXHIBIT(S). REQUESTS FOR
COPIES OF SUCH REPORT AND/OR EXHIBIT(S) SHOULD BE DIRECTED TO DEBORAH Y. PETERS,
SECRETARY, AT THE COMPANY'S PRINCIPAL ADDRESS.
Sincerely,
BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ William F. Rolinski
William F. Rolinski
President and Chief Executive Officer
Gaylord, Michigan
May 15, 1998
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BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49735
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Big Buck Brewery & Steakhouse, Inc., a
Michigan corporation (the "Company"), hereby acknowledges receipt of the Notice
of Annual Meeting of Shareholders and Proxy Statement, each dated May 15, 1998,
and hereby appoints William F. Rolinski and Anthony P. Dombrowski, or either of
them, proxies and attorneys-in-fact, with full power to each of substitution and
revocation, on behalf and in the name of the undersigned, to represent the
undersigned at the 1998 Annual Meeting of Shareholders of the Company to be held
at Big Buck Brewery & Steakhouse, 550 South Wisconsin Street, Gaylord, Michigan,
on June 10, 1998, at 9:00 a.m. local time, or at any adjournment or postponement
thereof, and to vote, as designated below, all shares of Common Stock of the
Company which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below.
1. To elect four directors for the ensuing year and until their successors
shall be elected and duly qualified.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) below
WILLIAM F. ROLINSKI, BLAIR A. MURPHY, D.O., HENRY T. SIWECKI, CASIMER I. ZAREMBA
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
________________________________________________________________________________
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending January 3, 1999.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
or postponement thereof.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THE PROXY BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2. ABSTENTIONS WILL BE COUNTED TOWARDS THE
EXISTENCE OF A QUORUM.
Please sign exactly as name appears on this proxy. When shares are held by
joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee or guardian, please give full title as such and, if not
previously furnished, a certificate or other evidence of appointment should be
furnished. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
an authorized person.
Dated:
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
