<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:
/X/ Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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 49734
October 20, 2000
Dear Shareholder:
I am pleased to invite you to attend the 2000 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 November
14, 2000, at 9:00 a.m. local time.
At the Annual Meeting you will be asked to vote for the election of
directors, to approve our 2000 Stock Option Plan, to approve an amendment to our
Restated Articles of Incorporation and to ratify the appointment of Plante &
Moran, LLP as our independent public accountants for the fiscal year ending
December 31, 2000. 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 hope you will be able to attend the Annual Meeting. Whether or not you
are able to attend in person, I urge you to sign and date the enclosed proxy and
return it promptly in the enclosed envelope. If you do attend 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 49734
--------------------
NOTICE
OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
NOVEMBER 14, 2000
---------------------
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of
Big Buck Brewery & Steakhouse, Inc., a Michigan corporation, will be held at Big
Buck Brewery & Steakhouse, 550 South Wisconsin Street, Gaylord, Michigan, on
November 14, 2000, at 9:00 a.m. local time, for the following purposes, as more
fully described in the accompanying Proxy Statement:
1. To elect nine directors for the ensuing year and until their
successors shall be elected and duly qualified;
2. To consider and vote upon adoption of Big Buck's 2000 Stock
Option Plan;
3. To consider and vote upon adoption of an amendment to Big Buck's
Restated Articles of Incorporation to delete certain provisions
regarding share ownership;
4. To ratify the appointment of Plante & Moran, LLP as Big Buck's
independent public accountants for the fiscal year ending
December 31, 2000; and
5. To consider 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 October 16,
2000, 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
October 20, 2000
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49734
--------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
NOVEMBER 14, 2000
---------------------
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. for use
at the 2000 Annual Meeting of Shareholders to be held at Big Buck Brewery &
Steakhouse, 550 South Wisconsin Street, Gaylord, Michigan on November 14, 2000,
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, for adoption of Big
Buck's 2000 Stock Option Plan, for adoption of the amendment to Big Buck's
Restated Articles of Incorporation and for ratification of the appointment of
independent public accountants for the fiscal year ending December 31, 2000. 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 Big Buck on or about October 20,
2000.
RECORD DATE AND OUTSTANDING COMMON STOCK
The Board has fixed the close of business on October 16, 2000, as the
Record Date for determining the holders of Big Buck's outstanding voting shares
entitled to notice of, and to vote at, the Annual Meeting. On that date, there
were 5,420,855 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 (a) executing a later-dated proxy relating to the same shares and delivering
it to the Secretary of Big Buck prior to the vote at the Annual Meeting, (b)
filing a written notice of revocation bearing a later date than the proxy with
the Secretary of Big Buck prior to the vote at the Annual Meeting, or (c)
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 49734, Attention: Deborah Y.
Peters, or hand-delivered to Ms. Peters 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 Big Buck. The proxies are being solicited principally by mail. In
addition, directors, officers and regular employees of Big Buck may solicit
proxies personally or by telephone, for which they will receive no consideration
other than their regular compensation. Big Buck 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 regarding beneficial
ownership of Big Buck's Common Stock as of October 1, 2000, by (a) each person
who is known to Big Buck to own beneficially more than five percent of the
Common Stock, (b) each director and nominee for election as a director, (c) each
Named Executive Officer (as defined below), and (d) 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, Big Buck 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
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(1) CLASS
------------------------------------------------------------------- ------------ -------
<S> <C> <C>
Wayne County Employees' Retirement System(2)...................... 3,299,172 37.7%
400 Monroe Street, Suite 230
Detroit, Michigan 48226
Michael G. Eyde(3)................................................ 1,447,596 21.3
6250 West Michigan Avenue
Lansing, Michigan 48917
Perkins Capital Management, Inc.(4)............................... 1,219,700 19.4
730 East Lake Street
Wayzata, Minnesota 55391
William F. Rolinski(5)............................................ 958,895 17.2
Casimer I. Zaremba(6)(7).......................................... 695,007 12.7
Blair A. Murphy, D.O.(6).......................................... 655,007 12.0
FMR Corp.(8)...................................................... 522,500 9.6
82 Devonshire Street
Boston, Massachusetts 02109
The Perkins Opportunity Fund(9)................................... 500,000 8.7
730 East Lake Street
Wayzata, Minnesota 55391
Richard W. Perkins(10)............................................ 355,000 6.1
730 East Lake Street
Wayzata, Minnesota 55391
Gary J. Hewett(11)................................................ 198,078 3.5
Henry T. Siwecki(6)(12)........................................... 156,989 2.9
Anthony P. Dombrowski(13)......................................... 118,962 2.1
Thomas McNulty.................................................... 1,000 *
Matthew P. Cullen................................................. 0 0
Joseph W. Muer.................................................... 0 0
Dennis B. Sullivan................................................ 0 0
All Executive Officers and Directors as a Group (10 persons)(14).. 2,783,938 46.8%
</TABLE>
---------------
* Represents less than one percent.
(1) Beneficial ownership is determined in accordance with the rules of the
SEC 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 October 1, 2000. Unless otherwise
indicated, the address for each listed shareholder is c/o Big Buck
Brewery & Steakhouse, Inc., 550 South Wisconsin Street, Gaylord,
Michigan 49734.
(2) As set forth in Schedule 13D filed with the SEC by Wayne County
Employees' Retirement System ("WCERS") on February 17, 2000. Represents
200,000 shares subject to a currently exercisable warrant and 3,099,172
shares subject to currently convertible promissory notes.
3
<PAGE>
(3) Includes (a) 50,000 shares subject to a currently exercisable option,
(b) 25,000 shares subject to a currently exercisable warrant, (c) 52,115
shares subject to a currently convertible promissory note, and (d)
1,200,000 shares issuable pursuant to a Real Estate Purchase and
Leaseback Agreement by and between Mr. Eyde and Big Buck, dated August
1, 1997.
(4) As set forth in Schedule 13G filed with the SEC by Perkins Capital
Management, Inc. ("PCM"), The Perkins Opportunity Fund ("POF") and
Richard W. Perkins on June 8, 2000. Includes (a) 200,600 shares owned by
the clients of PCM, (b) 164,100 shares subject to currently exercisable
warrants owned by the clients of PCM, (c) 200,000 shares owned by POF,
(d) 300,000 shares subject to currently exercisable warrants owned by
POF, and (e) 355,000 shares subject to currently exercisable warrants
owned by Mr. Perkins. PCM has (a) sole power to vote 339,500 shares,
representing 139,500 shares owned by clients of PCM and 200,000 shares
owned by POF, and (b) sole power to dispose of 1,219,700 shares. PCM
disclaims beneficial ownership of the securities owned by POF and Mr.
Perkins.
(5) Includes 118,287 shares subject to currently exercisable options.
(6) Includes 20,000 shares subject to currently exercisable options.
(7) Beneficial ownership of 450,005 of these shares is shared with Walter
Zaremba, Casimer Zaremba's brother.
(8) As set forth in Schedule 13G filed with the SEC by FMR Corp., Edward C.
Johnson 3d and Abigail P. Johnson on February 11, 2000. Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR Corp.
and an investment adviser registered under the Investment Advisers Act
of 1940, is the beneficial owner of 522,500 shares as a result of acting
as investment adviser to various investment companies registered under
the Investment Company Act of 1940. The ownership of one investment
company, Fidelity Capital Appreciation Fund, amounted to 522,500 shares.
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and
the funds each has sole power to dispose of the 522,500 shares owned by
the funds. Neither FMR Corp. nor Edward C. Johnson 3d has the sole power
to vote or direct the voting of the shares owned directly by the
Fidelity Funds, which power resides with the funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written guidelines
established by the funds' Boards of Trustees. Members of the Edward C.
Johnson 3d family are the predominant owners of Class B shares of common
stock of FMR Corp., representing approximately 49% of the voting power
of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail P. Johnson owns 24.5%
of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is
Chairman of FMR Corp. and Ms. Johnson is a Director of FMR Corp. The
Johnson family group and all other Class B shareholders have entered
into a shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common stock and the
execution of the shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Company Act of 1940, to form
a controlling group with respect to FMR Corp.
(9) As set forth in Schedule 13G filed with the SEC by PCM, POF and Richard
W. Perkins on June 8, 2000. Includes 300,000 shares subject to currently
exercisable warrants.
(10) As set forth in Schedule 13G filed with the SEC by PCM, POF and Richard
W. Perkins on June 8, 2000. Represents shares subject to currently
exercisable warrants.
(11) Represents shares subject to currently exercisable options.
(12) Includes 6,000 shares subject to currently exercisable warrants.
(13) Includes 112,962 shares subject to currently exercisable options.
(14) Includes 489,327 shares subject to currently exercisable options and
6,000 shares subject to currently exercisable warrants.
4
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
Nine persons have been nominated for election as directors at the Annual
Meeting, all of whom currently serve as directors of Big Buck. Directors of Big
Buck are elected annually, by a plurality of the votes cast, to serve until the
next annual meeting of shareholders and until their respective 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. Big Buck has no reason to believe that any of the nominees will
not be candidates or will be unable to serve.
VOTE REQUIRED
The nine 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 POSITION WITH BIG BUCK DIRECTOR SINCE
----------------------- --- ---------------------- ---------------------- --------------
<S> <C> <C> <C> <C>
William F. Rolinski.... 52 Chief Executive Officer, Chief Executive Officer, 1993
President and Chairman of President and Chairman of
the Board of Big Buck the Board
Gary J. Hewett......... 38 Chief Operating Officer, Chief Operating Officer, 1998
Executive Vice President Executive Vice President
and Director of Big Buck and Director
Matthew P. Cullen...... 44 General Manager of General Director 2000
Motors Enterprise Activity
Group
Thomas McNulty......... 60 Private Investor Director 2000
Joseph W. Muer......... 64 Manufacturer's Director 1999
Representative
Blair A. Murphy, D.O... 46 Self-Employed Physician Director 1993
Henry T. Siwecki....... 56 Sole Owner and President Director 1995
of Siwecki Construction
Dennis B. Sullivan..... 59 Founder of Sullivan & Director 2000
Associates
Casimer I. Zaremba..... 79 Private Investor Director 1993
</TABLE>
5
<PAGE>
BUSINESS EXPERIENCE
WILLIAM F. ROLINSKI is a founder of Big Buck and has been the Chief
Executive Officer, President and Chairman of the Board since its formation in
1993. From 1987 to 1994, Mr. Rolinski was the founder, secretary and corporate
counsel of Ward Lake Energy, Inc., 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.
GARY J. HEWETT became the Chief Operating Officer and Executive Vice
President of Big Buck in April 1996 and a director of Big Buck in December 1998.
From June 1989 to March 1996, he served in various capacities at Hooters of
America, Inc., a national restaurant chain, including Vice President of
Franchise Operations where he 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.
MATTHEW P. CULLEN has been a director since July 2000. Mr. Cullen is
General Manager of General Motors Enterprise Activity Group, which includes the
company's worldwide real estate division. He joined General Motors in 1979 as a
real estate administrator and subsequently assumed a variety of senior
assignments. Prior to his current position, he was responsible for the disposal
and redevelopment of surplus property as well as site selection and strategic
site acquisition. Mr. Cullen is Vice Chairman of Detroit Downtown, Inc., past
Chairman of Detroit News Center Area Council, and the Chair-Elect of the
International Association of Corporation Real Estate Executives.
THOMAS MCNULTY has been a director since February 2000. From March 1983
to October 1999, Mr. McNulty served as Chief Financial Officer and Treasurer of
the Henry Ford Health Systems, one of the 20 largest health systems in the
United States, owning insurance companies, hospitals and medical practices. He
has also served on the board of directors for various corporations, including
Quadramed Corporation, a software and automated service provider, Onika
Insurance, and Robertson Development Corporation, a real estate development
company.
JOSEPH W. MUER has been a director since November 1999. Mr. Muer has
acted as a consultant with Aimattech, LLC, a national consulting firm
specializing in board level advisory services, since July 1999, and has been a
partner in The Millennium 321, an Internet company engaging in capital
development, marketing and sales of engineering, advertising and graphic
services, since March 1999. Since January 1999, Mr. Muer has served as a
manufacturer's representative for CMS Technologies, a producer and distributor
of patented security systems for computers, peripherals, software and hardware.
Mr. Muer has also served as an associate to Russell Jalbert, CFP, since January
2000, and as president of the Quadrant Group, Inc., an entity that develops
long-range funding strategies for charities and individuals, since February
2000. Mr. Muer was the owner and general manager of Muer's Oyster House, Inc.
from 1958 to April 1998. In April 1998, Muer's Oyster House, Inc. filed for
Chapter 11 bankruptcy protection. A Plan of Reorganization for Muer's Oyster
House, Inc. was confirmed in December 1999, pursuant to which its assets and
liabilities were liquidated.
BLAIR A. MURPHY, D.O. is a founder of Big Buck 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.
6
<PAGE>
DENNIS B. SULLIVAN has been a director since April 2000. Mr. Sullivan is
the founder of Sullivan & Associates, an executive search firm based in
Michigan. Prior to establishing Sullivan & Associates, he was President of
Vlasic Foods. He has served on the boards of Mercy College and Henry Ford Health
Systems.
CASIMER I. ZAREMBA is a founder of Big Buck and has been a director
since its formation in 1993. Mr. Zaremba has been a private investor for more
than the past five years.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held six meetings during Big Buck's last fiscal
year. Each of the incumbent directors attended all of the meetings held, except
that Messrs. Sidders, Siwecki and Zaremba attended five of such meetings. During
Big Buck's last fiscal year, the Board of Directors had established Audit and
Compensation Committees, both of which consisted of only non-employee directors.
The Audit Committee, which consisted of Messrs. Murphy, Siwecki and
Zaremba during the last fiscal year, is responsible for recommending independent
public accountants, reviewing with the independent public accountants the scope
and results of the audit engagement, establishing and monitoring Big Buck's
financial policies and control procedures, reviewing and monitoring the
provision of non-audit services by Big Buck's independent public accountants and
reviewing all potential conflict of interest situations. Although the Audit
Committee did not meet during the last fiscal year, it took action by written
consent once during the last fiscal year.
The Compensation Committee, which consisted of Messrs. Muer, Murphy,
Siwecki and Zaremba during the last fiscal year, determines and establishes the
salaries, bonuses and other compensation of the executive officers of Big Buck.
The Compensation Committee held one meeting during the last fiscal year and such
meeting was attended by all committee members.
DIRECTOR COMPENSATION
Directors who are Big Buck employees receive no fees for their services
as director. Each outside director receives $500 for each regularly scheduled
meeting of the Board he or she attends. Board members are also paid their
expenses, if any, which are incurred solely in connection with Big Buck business
purposes. In 1999, each outside director elected by the shareholders also
received an option for the purchase of 5,000 shares of Common Stock. See
"Proposal No. 2 Adoption of 2000 Stock Option Plan - New Plan Benefits" for
information regarding options issuable to directors upon adoption of such plan.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation
paid by Big Buck to the Chief Executive Officer and the other highest paid
executive officers (the "Named Executive Officers") during the three most recent
fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS
----------------------
SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY UNDERLYING OPTIONS
-------------------------------- ------- -------------- ----------------------
<S> <C> <C> <C>
William F. Rolinski.................. 1999 $157,219 0
Chief Executive Officer, President and 1998 $151,586 30,000
Chairman of the Board 1997 $167,308 75,000
Gary J. Hewett....................... 1999 $134,553 0
Chief Operating Officer, Executive 1998 $130,845 25,000
Vice President and Director 1997 $152,061 125,000
Anthony P. Dombrowski................ 1999 $ 97,321 0
Chief Financial Officer and 1998 $ 92,885 20,000
Treasurer 1997 $102,615 60,000
</TABLE>
No stock options or stock appreciation rights were granted to the Named
Executive Officers during the last fiscal year.
The following table sets forth information concerning the unexercised
options held by the Named Executive Officers as of the end of the last fiscal
year. No options were exercised by the Named Executive Officers during the last
fiscal year. No stock appreciation rights were exercised by the Named Executive
Officers during the last fiscal year or were outstanding at the end of that
year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END AT FY-END(1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William F. Rolinski................. 67,500 37,500 $0 $0
Gary J. Hewett...................... 130,000 75,000 $0 $0
Anthony P. Dombrowski............... 75,500 37,500 $0 $0
</TABLE>
-----------------------
(1) Market value of underlying securities at fiscal year end minus the exercise
price.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Gary J. Hewett, Chief Operating Officer, Executive Vice President and a
director of Big Buck, is entitled to six months' salary upon termination of
employment, unless such termination is for cause. Based on Mr. Hewett's
compensation during the last fiscal year, he would be entitled to approximately
$67,277 upon termination of employment without cause. To date, Big Buck has not
entered into any agreements providing for the continued employment of its
personnel.
8
<PAGE>
PROPOSAL NO. 2
ADOPTION OF 2000 STOCK OPTION PLAN
GENERAL
To provide Big Buck with the flexibility to issue stock options in the
coming years, the Board of Directors has adopted, subject to shareholder
approval, Big Buck's 2000 Stock Option Plan (the "Plan"). Buck's Board of
Directors has reserved 1,000,000 shares of Big Buck Common Stock for issuance
under the Plan. A general description of the Plan is set forth below, but such
description is qualified in its entirety by reference to the full text of the
Plan, a copy of which appears at Appendix A to this document.
DESCRIPTION OF THE PLAN
PURPOSE. The purpose of the Plan is to promote the long-term financial
interest of Big Buck and its subsidiaries by (a) attracting and retaining
employees, directors and others providing services to Big Buck, (b) motivating
such individuals, by means of appropriate incentives, to achieve long-range
goals, (c) providing incentive compensation opportunities that are competitive
with those of other similar companies, and (d) conforming such individuals'
interests with those of Big Buck's shareholders through compensation based on
Big Buck Common Stock.
TERM. The Plan is unlimited in duration; however, no incentive stock
options ("ISOs") may be granted under the Plan after October 1, 2010. Further,
the Plan may be terminated at any time, provided that such termination will not
adversely affect options then outstanding.
ADMINISTRATION. The Plan is administered by the Compensation Committee
of Big Buck's Board of Directors. The committee has authority and discretion (a)
to select from among eligible individuals those persons who will receive awards,
(b) to determine the time or times of receipt, (c) to determine the types of
awards and the number of shares covered by the awards, (d) to establish the
terms, conditions, performance criteria, restrictions and other provisions of
such awards, (e) to cancel or suspend awards, (f) to interpret the Plan and (g)
to delegate any of its powers to any member of the committee or to any other
person. The committee may establish, amend and rescind any rules and regulations
relating to the Plan and make all other determinations that may be necessary or
advisable for the administration of the Plan. The committee may also grant
awards as alternatives to or replacements of awards outstanding under the Plan
or any other plan or arrangement.
ELIGIBILITY. All employees of Big Buck and its subsidiaries are eligible
to receive stock options (ISO or non-qualified) under the Plan. As of September
29, 2000, Big Buck and its subsidiaries had approximately 600 employees who were
eligible to receive awards under the Plan. Directors, outside consultants and
advisors to Big Buck and its subsidiaries are also eligible to receive
non-qualified options under the Plan.
OPTIONS. When an option is granted under the Plan, the committee, in its
discretion, specifies the exercise price, the type of option (ISO or
non-qualified) to be granted, and the number of shares which may be purchased
upon exercise of the option. The exercise price of an ISO may not be less than
100% of the fair market value of one share of Big Buck Common Stock on the date
of grant. Any ISO granted to a holder of more than 10% of the outstanding Big
Buck Common Stock must be at an exercise price of at least 110% of fair market
value. On September 29, 2000, the closing price of Big Buck Common Stock as
reported by the Nasdaq SmallCap Market was $1.8125 per share. No individual may
receive an option grant to purchase more than 30,000 shares in any year, except
that this limit shall not apply to an employee in the fiscal year in which his
or her service as an employee first commences.
The term during which an option may be exercised and whether an option
will be exercisable immediately, in stages or otherwise are set by the
committee, but the term of any ISO may not exceed ten years
9
<PAGE>
from the date of grant. Optionees may pay for shares upon exercise of options
with cash, cashier's check, Big Buck Common Stock valued at the stock's then
fair market value, or a combination of these methods. Each option granted under
the Plan is nontransferable during the life of the optionee.
The committee will determine the form of stock option agreements which
will be used for stock options granted under the Plan. Such agreements will
govern the right of an optionee to exercise an option upon termination of
employment during the life of an optionee and following an optionee's death. The
committee may impose additional or alternative conditions and restrictions on
ISOs or non-qualified stock options granted under the Plan; however, each ISO
must contain such limitations and restrictions upon its exercise as are
necessary to ensure that the option will be an ISO as defined under the Internal
Revenue Code.
CHANGE IN CONTROL. Upon a change in control (as defined in the Plan), an
award will become fully exercisable as to all shares subject to such award if
such award is not assumed by the surviving corporation or its parent and the
surviving corporation or its parent does not substitute such award with another
award of substantially the same terms.
AMENDMENT. The committee may amend or terminate the Plan at any time.
However, the committee may not, without shareholder approval, increase the
number of shares of Big Buck Common Stock reserved for issuance under the Plan.
ANTIDILUTION PROVISIONS. In the event of a corporate transaction
involving Big Buck, including without limitation any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares, the
committee may adjust awards to preserve the benefits or potential benefits of
the awards. Actions by the committee may include (a) adjustment of the number
and kind of shares which may be delivered under the Plan, (b) adjustment of the
number and kind of shares subject to outstanding awards, (c) adjustment of the
exercise price of outstanding options, and (d) any other adjustments that the
committee determines to be equitable.
AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS. Annually, beginning
December 1, 2000, Big Buck will automatically grant (1) to each outside director
a non-qualified option for 20,000 shares of Common Stock and (2) to each outside
director serving on the Executive Committee of the Board of Directors an
additional non-qualified option for 10,000 shares of Common Stock, each at the
fair market value of the stock on the date the option is granted. Any person who
first becomes eligible to receive an automatic option grant pursuant to the
foregoing sentence following any December 1, will automatically receive such
grant upon their appointment to such position. The number of shares subject to
such option will be determined by multiplying the number of shares otherwise
issuable by a fraction, the numerator of which is the number of whole months
between the date of appointment and the next November 30 and the denominator of
which is 12. Each option issuable pursuant to this section of the Plan will
become exercisable in full commencing on the first anniversary date of the
grant. Each option must be exercised within three months of termination of
service as a member of the Board of Directors or, in the case of death or
disability, within one year of the termination of such service. In no event may
it be exercised later than ten years from the date of grant.
TAX INFORMATION
An optionee will not incur any federal income tax liability as a result
of the grant of a stock option. The same is true when any option becomes
exercisable.
If an option is not qualified for tax purposes as an ISO, upon exercise,
the optionee will generally recognize ordinary income for federal income tax
purposes in an amount equal to the difference between the fair market value of
the shares at the time of exercise and the exercise price. The income recognized
by the optionee will be subject to tax withholding by Big Buck, and Big Buck
will be entitled to a tax deduction in an amount equal to the amount of ordinary
income recognized by the optionee. Upon resale of such shares by the
10
<PAGE>
optionee, any difference between the sale price and the fair market value of the
shares at the time the option was exercised will be treated as capital gain or
loss.
Generally, an optionee will not incur federal income tax liability as
the result of an exercise of an ISO. However, except in the case of death or
disability, if an ISO is exercised more than three months after an optionee's
termination of employment (a "disqualifying exercise"), the optionee will
recognize ordinary income in an amount equal to the difference between the fair
market value of the shares on the date of exercise and the exercise price. For
purposes of calculating an optionee's alternative minimum tax, if any, the
difference between the fair market value of the shares at the time the stock
option is exercised and the exercise price becomes an item of adjustment. When
the shares acquired upon exercise of an ISO are sold, the optionee will be taxed
on the difference between the sale price and the exercise price. If such a sale
does not occur within two years of the date the ISO was granted or within one
year of the date it was exercised, then the gain, if any, will be treated as
long-term capital gain. If such a sale occurs within either of the time periods
specified in the preceding sentence, a disqualifying disposition, then the
portion of the optionee's gain equal to the difference between the fair market
value of the stock on the date of exercise (or, if less, the selling price) and
the exercise price will be treated as ordinary compensation income, while the
balance of any gain would be treated as capital gain. Big Buck is generally not
entitled to a deduction as the result of the grant or exercise of an ISO.
However, if the optionee recognizes ordinary income as the result of a
disqualifying exercise or disposition, Big Buck is entitled to a deduction in an
equivalent amount in the taxable year of Big Buck in which the disqualifying
event occurs.
The foregoing is only a summary of the general effect of U.S. federal
income taxation upon the optionee and Big Buck with respect to the grant and
exercise of options under the Plan and the subsequent sale of such shares. This
summary does not discuss the income tax laws of any state in which an optionee
may be employed or reside.
NEW PLAN BENEFITS
The following table indicates the options to be issued under the Plan to
the persons and groups listed in the table as of October 1, 2000. The Plan
provides that each non-employee director will receive an annual option for the
purchase of 20,000 shares of Common Stock and that each non-employee director
who serves on the Executive Committee of the Board of Directors will receive an
additional annual option for the purchase of 10,000 additional shares of Common
Stock.
<TABLE>
<CAPTION>
DOLLAR NUMBER OF SHARES
NAME AND POSITION VALUE UNDERLYING OPTIONS
----------------- ----- ------------------
<S> <C> <C>
William F. Rolinski, Chief Executive Officer, President and
Chairman of the Board............................................ 0 0
Gary J. Hewett, Chief Operating Officer, Executive Vice President
and Director..................................................... 0 0
Anthony P. Dombrowski, Chief Financial Officer and Treasurer.......... 0 0
Executive Group....................................................... 0 0
Non-Executive Director Group.......................................... Indeterminable 160,000
Non-Executive Officer Employee Group.................................. 0 0
</TABLE>
VOTE REQUIRED
Approval of the Plan requires the affirmative vote of the holders of a
majority of the shares of Big Buck Common Stock present in person or represented
by proxy voting together and not by class. BIG BUCK'S BOARD OF DIRECTORS
CONSIDERS THE PLAN TO BE ADVISABLE AND IN THE BEST INTERESTS OF BIG BUCK AND ITS
SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE PLAN.
11
<PAGE>
PROPOSAL NO. 3
ADOPTION OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION
The Board of Directors of the Company has determined that it is
advisable to delete certain provisions regarding share ownership from the
Company's Restated Articles of Incorporation, and has voted to recommend that
the shareholders adopt an amendment to the Company's Restated Articles of
Incorporation effecting the same. By action taken effective September 29, 2000,
the Board approved the following resolution, subject to approval by the
shareholders at the Annual Meeting:
RESOLVED, that Articles VIII, IX and X of the Restated Articles of
Incorporation of Big Buck Brewery & Steakhouse, Inc. shall be deleted in
their entirety.
A general description of Articles VIII, IX and X is set forth below, but
such description is qualified in its entirety by reference to the full text of
the Restated Articles of Incorporation, a copy of which appears at Appendix B to
this document. Article VIII provides that the acquisition of 10% or more of the
outstanding stock of the Company requires the prior approval of the Michigan
Liquor Control Commission. Article IX provides that no person shall acquire any
outstanding stock of the Company in violation of Section 463.31 of the Michigan
Liquor Control Act, as it may be amended from time to time. Article X provides
that if a person holds outstanding stock of the Company in violation of Article
VIII or Article IX, such person's securities holdings shall be subject to
redemption at any time by the Company by action of the Board of Directors.
The Board of Directors expresses no opinion regarding the continued
applicability of such regulations to ownership of the Company's common stock.
However, the Board of Directors recommends that shareholders adopt the foregoing
amendment to the Company's Restated Articles of Incorporation due to the
Company's contractual commitment to Wayne County Employees' Retirement System
("WCERS").
Pursuant to the Subscription and Investment Representation Agreement for
10% Convertible Secured Promissory Note due February 2003, the Company agreed
with WCERS to include on the agenda for the Company's Annual Meeting an
amendment to its Restated Articles of Incorporation to remove Articles VIII, IX
and X. In the event that shareholders do not approve the amendment to the
Company's Restated Articles of Incorporation, WCERS may at its option declare an
event of default under the aforementioned agreement. In the event of such
default, all obligations of the Company to WCERS would immediately become due
and payable.
VOTE REQUIRED
Approval of the amendment to the Restated Articles of Incorporation
requires the affirmative vote of the holders of a majority of the shares of
Common Stock. THE BOARD OF DIRECTORS CONSIDERS THIS AMENDMENT TO BE ADVISABLE
AND IN THE BEST INTEREST OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THIS AMENDMENT.
12
<PAGE>
PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Plante & Moran, LLP as Big Buck's
independent public accountants for the fiscal year ending December 31, 2000. A
proposal to ratify that appointment will be presented to shareholders at the
Annual Meeting. If the shareholders do not ratify such appointment the Board
will select another firm of independent public accountants.
On December 30, 1999, the Board engaged Plante & Moran, LLP as Big
Buck's new independent accountant for the fiscal year ending January 2, 2000.
During the two most recent fiscal years and through December 30, 1999, Big Buck
did not consult with Plante & Moran, LLP on items which (1) involved the
application of accounting principles to a specific completed or contemplated
transaction, (2) involved the type of audit opinion that might be rendered on
the company's financial statements, or (3) concerned the subject matter of a
disagreement or reportable event with the former auditor (as described in
Regulation S-B Item 304(a)(1)(iv)).
On December 30, 1999, the Board dismissed Arthur Andersen LLP as Big
Buck's independent accountant. The reports of Arthur Andersen LLP on the
financial statements for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The Audit Committee and the Board of
Directors participated in and approved the decision to change independent
accountants. In connection with its audits for the two most recent fiscal years
and through December 30, 1999, there have been no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Arthur Andersen LLP would have caused Arthur
Andersen LLP to make reference thereto in its report on the financial statements
for such years. During the two most recent fiscal years and through December 30,
1999, there have been no reportable events (as defined in Regulation S-B Item
304(a)(1)(iv)). Arthur Andersen LLP has furnished Big Buck with a letter
addressed to the SEC stating that it agrees with the above statements.
Representatives of Plante & Moran, 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. Representative of Arthur Andersen LLP are not
expected to attend the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF PLANTE & MORAN, LLP AS BIG BUCK'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Big Buck formerly had a loan agreement with NBD Bank for three separate
loan facilities aggregating $3.0 million. Messrs. Rolinski, Murphy and Zaremba,
each a director of Big Buck, personally guaranteed repayment of all amounts
under this loan agreement. In February 2000, Big Buck obtained financing from
WCERS which enabled it (a) repay NBD Bank and Crestmark Bank in full and (b) to
make all required capital contributions and satisfy all subcontractors' liens
and claims in connection with the Grapevine unit. Messrs. Rolinski, Murphy and
Zaremba personally guaranteed this indebtedness to the extent of $1,623,885.
Messrs. Rolinski, Murphy and Zaremba do not intend to personally guarantee
future obligations of Big Buck.
All future transactions between Big Buck and its officers, directors and
principal shareholders and their affiliates will be approved by a majority of
the Board, including a majority of the independent and disinterested
non-employee directors, and will be on terms no less favorable to Big Buck than
could be obtained from unaffiliated third parties.
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Big Buck's executive
officers, directors and persons who own more than 10% of a registered class of
Big Buck's equity securities to file reports of ownership and changes in
ownership with the SEC to furnish Big Buck with copies of such reports. To Big
Buck's knowledge, based solely on a review of copies of reports filed with the
SEC during the last fiscal year, all applicable Section 16(a) filing
requirements were met, except that one report on Form 5 setting forth the
January 1, 1999, automatic grant of a stock option for the purchase of 5,000
shares, pursuant to the 1996 Director Stock Option Plan, to Casimer I. Zaremba,
one of Big Buck's non-employee directors, was not filed on a timely basis.
SHAREHOLDER PROPOSALS
FOR THE 2001 ANNUAL MEETING
If a shareholder of Big Buck wishes to present a proposal for
consideration for inclusion in the proxy materials for the 2001 Annual Meeting
of Shareholders, the proposal must be sent by certified mail, return receipt
requested, and must be received at the executive offices of Big Buck, 550 South
Wisconsin Street, Gaylord, Michigan 49735, Attn: Secretary, no later than June
22, 2001. All proposals must conform to the rules and regulations of the SEC.
Under SEC rules, if a shareholder notifies Big Buck of his or her intent to
present a proposal for consideration at the 2001 Annual Meeting of Shareholders
after September 5, 2001, Big Buck, acting through the persons named as proxies
in the proxy materials for such meeting, may exercise discretionary authority
with respect to such proposal without including information regarding such
proposal in its proxy materials.
14
<PAGE>
ANNUAL REPORT ON FORM 10-KSB
A copy of Big Buck's Annual Report on Form 10-KSB for the fiscal year
ended January 2, 2000, as filed with the SEC, including the financial statements
and financial statement schedules thereto, accompanies this Notice of Annual
Meeting, Proxy Statement and the related proxy card. Big Buck will furnish to
any person whose proxy is being solicited any exhibit described in the exhibit
index accompanying the Form 10-KSB, upon the payment, in advance, of fees based
on Big Buck's reasonable expenses in furnishing such exhibit. Requests for
copies of exhibits should be directed to Deborah Y. Peters, Secretary, at Big
Buck's principal address.
Sincerely,
BIG BUCK BREWERY & STEAKHOUSE, INC.
/s/ William F. Rolinski
William F. Rolinski
President and Chief Executive Officer
Gaylord, Michigan
October 20, 2000
15
<PAGE>
APPENDIX A
BIG BUCK BREWERY & STEAKHOUSE, INC.
2000 STOCK OPTION PLAN
SECTION 1.
GENERAL
1.1 PURPOSE. The Big Buck Brewery & Steakhouse, Inc. 2000 Stock Option
Plan (the "Plan") has been established by Big Buck Brewery & Steakhouse, Inc.
(the "Company") to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve
long-range goals; (iii) provide incentive compensation opportunities that are
competitive with those of other similar companies; and (iv) further identify
Participants' interests with those of the Company's other shareholders through
compensation that is based on the Company's common stock; and thereby promote
the long-term financial interest of the Company and the Subsidiaries, including
the growth in value of the Company's equity and enhancement of long-term
shareholder return.
1.2 PARTICIPATION. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, from among the
Eligible Individuals those persons who will be granted one or more Awards under
the Plan, and thereby become "Participants" in the Plan. In the discretion of
the Committee, a Participant may be granted any Award permitted under the
provisions of the Plan, and more than one Award may be granted to a Participant.
Awards may be granted as alternatives to or replacement of awards outstanding
under the Plan, or any other plan or arrangement of the Company or a Subsidiary
(including a plan or arrangement of a business or entity, all or a portion of
which is acquired by the Company or a Subsidiary).
1.3 OPERATION, ADMINISTRATION, AND DEFINITIONS. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 3 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth in
the Plan (including the definition provisions of Section 7 of the Plan).
SECTION 2.
OPTIONS
2.1 DEFINITIONS.
(a) The grant of an "Option" entitles the Participant to purchase
shares of Stock at an Exercise Price established by the
Committee. Options granted under this Section 2 may be either
Incentive Stock Options ("ISOs") or Non-Qualified Options
("NQOs"), as determined in the discretion of the Committee.
(b) An "ISO" is an Option that is intended to satisfy the
requirements applicable to an ""incentive stock option" described
in section 422(b) of the Code. ISO grants may be awarded only to
Eligible Employees.
(c) An "NQO" is an Option that is not intended to be an "incentive
stock option" as that term is described in section 422(b) of the
Code. NQO grants may be awarded to any Eligible Individual.
2.2 EXERCISE PRICE. The "Exercise Price" of each Option granted under
this Section 2 shall be established by the Committee or shall be determined by a
method established by the Committee at the time the Option is granted; except
that the Exercise Price of an ISO shall not be less than 100% of the Fair Market
Value of a share of Stock on the date of grant.
A-1
<PAGE>
Notwithstanding the foregoing, any ISO granted to any 10% or more
shareholder of the Company must be at an option price of at least 110% of the
Fair Market Value of the Stock subject to the Option.
2.3 EXERCISE. An Option shall be exercisable in accordance with such
terms and conditions and during such periods as may be established by the
Committee.
2.4 PAYMENT OF OPTION EXERCISE PRICE. The payment of the Exercise Price
of an Option granted under this Section 2 shall be subject to the following:
(a) Subject to the following provisions of this subsection 2.4, the
full Exercise Price for shares of Stock purchased upon the
exercise of any Option shall be paid at the time of such exercise
(except that, in the case of an exercise arrangement approved by
the Committee and described in paragraph 2.4(c), payment may be
made as soon as practicable after the exercise).
(b) The Exercise Price shall be payable in cash, cashier's check or
by tendering, by either actual delivery of shares or by
attestation, shares of Stock acceptable to the Committee, and
valued at Fair Market Value as of the day of exercise, or such
other consideration, including a combination of payment methods.
Any other method of payment which the Board or the Committee
deems appropriate on the date of such exercise may also be used.
(c) A Participant may elect to pay the Exercise Price upon the
exercise of an Option by irrevocably authorizing a third party to
sell shares of Stock (or a sufficient portion of the shares)
acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such
exercise.
2.5 SETTLEMENT OF AWARD. Shares of Stock delivered pursuant to the
exercise of an option shall be subject to such conditions, restrictions and
contingencies as the Committee may establish in the applicable Award Agreement.
The Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of an Option as the Committee determines to be desirable.
2.6 AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS. Annually, beginning
December 1, 2000, the Company will automatically grant (1) to each director
serving on the Board who is not an Eligible Employee an NQO covering 20,000
shares of stock and (2) to each director serving on the Executive Committee of
the Board who is not an Eligible Employee an additional NQO covering 10,000
shares of stock. Any person who first becomes eligible to receive an automatic
option grant pursuant to the foregoing sentence following any December 1, will
automatically receive such grant upon their appointment to such position. The
number of shares subject to such option will be determined by multiplying the
number of shares otherwise issuable by a fraction, the numerator of which is the
number of whole months between the date of appointment and the next November 30
and the denominator of which is 12. The NQO grants are vested and fully
exercisable commencing on the first anniversary of the date of grant. The
exercise price shall be the Fair Market Value on the date of issuance. Options
to outside directors under this Section 2.6 shall terminate on the earlier of
(a) the 10th anniversary of the date of grant, (b) the date three months after
the termination of such director's service for any reason other than death or
disability or (c) the date one year after the termination of such director's
service because of death or total and permanent disability.
A-2
<PAGE>
SECTION 3.
OPERATION AND ADMINISTRATION
3.1 EFFECTIVE DATE. Subject to the approval of the shareholders of the
Company, the Plan shall be effective as of October 1, 2000 (the "Effective
Date"); provided, however, that to the extent that Awards are granted under the
Plan prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of the Company. The Plan shall be
unlimited in duration and, in the event of Plan termination, shall remain in
effect as long as any Awards under it are outstanding; provided, however, that,
to the extent required by the Code, no ISO may be granted under the Plan on a
date that is more than ten years from the date the Plan is adopted or, if
earlier, the date the Plan is approved by shareholders and, further, no ISO may
be exercised after the expiration of ten years from the date the Award is
granted, or, in the case of options granted to 10% or greater shareholders of
the Company, after the expiration of five years from the date the option is
granted.
3.2 SHARES SUBJECT TO PLAN. The shares of Stock for which Awards may be
granted under the Plan shall be subject to the following:
(a) Subject to the following provisions of this subsection 3.2, the
maximum number of shares of Stock that may be delivered to
participants and their beneficiaries under the Plan shall be
equal to 1,000,000 shares of Stock.
(b) To the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award is
forfeited or canceled, or the shares of Stock are not delivered
because the Award is settled in cash or used to satisfy the
applicable tax withholding obligation, such shares shall not be
deemed to have been delivered for purposes of determining the
maximum number of shares of Stock available for delivery under
the Plan.
(c) If the exercise price of any stock option granted under the Plan
is satisfied by tendering shares of Stock to the Company (by
either actual delivery or by attestation), only the number of
shares of Stock issued net of the shares of Stock tendered shall
be deemed delivered for purposes of determining the maximum
number of shares of Stock available for delivery under the Plan.
(d) Options granted hereunder shall be treated as ISOs under Code
Section 422 only to the extent that the aggregate fair market
value (determined at the time of grant) of Shares exercisable for
the first time by the Participant during any calendar year, in
combination with shares first exercisable under all other plans
of the Company and its Subsidiaries or affiliates, does not
exceed $100,000, with any options or portions of options in
excess of such limit (according to the order in which they were
granted) being treated as NQOs.
(e) In the event of a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination of
exchange of shares), the Committee shall adjust Awards to
preserve the benefits or potential benefits of the Awards and to
prevent dilution and maintain the proportion and cost of the
Stock subject to the Option Awards. Action by the Committee may
include: (i) adjustment of the number and kind of shares which
may be delivered under the Plan; (ii) adjustment of the number
and kind of shares subject to outstanding Awards; (iii)
adjustment of the Exercise Price of outstanding Options; and
(iv) any other adjustments that the Committee determines to be
equitable.
(f) The maximum number of shares of stock subject to Options granted
to an Eligible Employee hereunder in any calendar year shall be
limited to 30,000, except that this limit shall not apply to an
Eligible Employee in the fiscal year of the Company in which his
or her service as an employee first commences.
A-3
<PAGE>
3.3 GENERAL RESTRICTIONS. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company
shall have no liability to deliver any shares of Stock under the
Plan or make any other distribution of benefits under the Plan
unless such delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements
of the Securities Act of 1933), and the applicable requirements
of any securities exchange or similar entity.
(b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock, the
issuance may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules
of any stock exchange.
3.4 TAX WITHHOLDING. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of such withholding, may permit such withholding obligations to be satisfied
through cash payment by the Participant, through the surrender of shares of
Stock which the Participant already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan.
3.5 USE OF SHARES. Subject to the overall limitation on the number of
shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Subsidiary, including the plans and arrangements of the Company or
a Subsidiary assumed in business combinations.
3.6 DIVIDENDS AND DIVIDEND EQUIVALENTS. An Award may provide the
Participant with the right to receive dividend payments or dividend equivalent
payments with respect to Stock subject to the Award (both before and after the
Stock subject to the Award is earned, vested, or acquired), which payments may
be either made currently or credited to an account for the Participant, and may
be settled in cash or Stock as determined by the Committee. Any such
settlements, and any such crediting of dividends or dividend equivalents or
reinvestment in shares of Stock, may be subject to such conditions, restrictions
and contingencies as the Committee shall establish, including the reinvestment
of such credited amounts in Stock equivalents.
3.7 PAYMENTS. Awards may be settled in any of the methods described in
Section 2.4. Any Award settlement, including payment deferrals, may be subject
to such conditions, restrictions and contingencies as the Committee shall
determine. The Committee may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest, or dividend
equivalents, including converting such credits into deferred Stock equivalents.
Each Subsidiary shall be liable for payment of cash due under the Plan with
respect to any Participant to the extent that such benefits are attributable to
the services rendered for that Subsidiary by the Participant. Any disputes
relating to liability of a Subsidiary for cash payments shall be resolved by the
Committee.
3.8 TRANSFERABILITY. Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution.
3.9 FORM AND TIME OF ELECTIONS. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.
A-4
<PAGE>
3.10 AGREEMENT WITH COMPANY. An Award under the Plan shall be subject to
such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any Award
to any Participant shall be reflected in such form of written document as is
determined by the Committee. A copy of such document shall be provided to the
Participant. The Participant shall sign a copy of such document, which shall be
referred to in the Plan as an "Award Agreement."
3.11 ACTION BY COMPANY OR SUBSIDIARY. Any action required or permitted
to be taken by the Company or any Subsidiary shall be by resolution of its
Board, or by action of one or more members of the Board (including a committee
of the Board) who are duly authorized to act for the Board, or (except to the
extent prohibited by applicable law or applicable rules of any stock exchange)
by a duly authorized officer of such company.
3.12 GENDER AND NUMBER. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.
3.13 LIMITATION OF IMPLIED RIGHTS.
(a) Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Subsidiary
whatsoever, including, without limitation, any specific funds,
assets, or other property which the Company or any Subsidiary,
in its sole discretion, may set aside in anticipation of a
liability under the Plan. A Participant shall have only a
contractual right to the Stock or amounts, if any, payable under
the Plan, unsecured by any assets of the Company or any
Subsidiary, and nothing contained in the Plan shall constitute a
guarantee that the assets of the Company or any Subsidiary shall
be sufficient to pay any benefits to any person.
(b) The Plan does not constitute a contract of employment, and
selection as a Participant will not give any participating
employee the right to be retained in the employ of the Company or
any Subsidiary, nor any right or claim to any benefit under the
Plan, unless such right or claim has specifically accrued under
the terms of the Plan. Except as otherwise provided in the Plan,
no Award under the Plan shall confer upon the holder thereof any
rights as a shareholder of the Company prior to the date on which
the individual fulfills all conditions for receipt of such
rights.
3.14 EVIDENCE. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.
SECTION 4.
CHANGE IN CONTROL
Subject to the provisions of paragraph 3.2(e) (relating to the
adjustment of shares), and except as otherwise provided in the Plan or the Award
Agreement reflecting the applicable Award, upon the occurrence of a Change in
Control, outstanding Options shall become fully vested and exercisable as to all
of the stock subject to such Options unless such Options are assumed by the
surviving corporation or its parent or the surviving corporation or its parent
substitutes Options with substantially the same terms for such Options. The
Committee shall have the right to cancel Options in the event of a Change in
Control, provided that in exchange for such cancellation the Participant shall
receive a cash payment equal to the Change in Control consideration less the
exercise price of the Option.
A-5
<PAGE>
SECTION 5.
COMMITTEE
5.1 ADMINISTRATION. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
which shall be selected by the Board. The Committee shall consist exclusively of
two or more directors of the Company. The composition of the Committee shall
meet the following:
(a) Such requirements as the Securities and Exchange Commission may
establish for administrators acting under plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under
the Exchange Act; and
(b) Such requirements as the Internal Revenue Service may establish
for outside directors acting under plans intended to qualify for
exemption under Section 162(m)(4)(C) of the Code.
5.2 POWERS OF COMMITTEE. The Committee's administration of the Plan
shall be subject to the following:
(a) Subject to the provisions of the Plan, the Committee will have
the authority and discretion to select from among the Eligible
Individuals those persons who shall receive Awards, to determine
the time or times of receipt, to determine the types of Awards
and the number of shares covered by the Awards, to establish the
terms, conditions, performance criteria, restrictions, and other
provisions of such Awards, and (subject to the restrictions
imposed by Section 6) to cancel or suspend Awards.
(b) The Committee will have the authority and discretion to interpret
the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and
provisions of any Award Agreement made pursuant to the Plan, and
to make all other determinations that may be necessary or
advisable for the administration of the Plan.
(c) Any interpretation of the Plan by the Committee and any decision
made by it under the Plan is final and binding on all persons.
(d) In controlling and managing the operation and administration of
the Plan, the Committee shall take action in a manner that
conforms to the articles and by-laws of the Company, and
applicable state corporate law.
5.3 DELEGATION BY COMMITTEE. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
5.4 INFORMATION TO BE FURNISHED TO COMMITTEE. The Company and
Subsidiaries shall furnish the Committee with such data and information as it
determines may be required for it to discharge its duties. The records of the
Company and Subsidiaries as to an employee's or Participant's employment,
termination of employment, leave of absence, reemployment and compensation shall
be conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry
out the terms of the Plan.
A-6
<PAGE>
SECTION 6.
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; provided that adjustments made pursuant to
subsection 3.2(e) shall not be subject to the foregoing limitations of this
Section 6. An amendment shall be subject to approval by the Company's
shareholders only to the extent required by applicable laws, regulations or
rules.
SECTION 7.
DEFINED TERMS
In addition to the other definitions contained herein, the following
definitions shall apply:
(a) Award. The term "Award" shall mean any award or benefit granted
under the Plan.
(b) Board. The term "Board" shall mean the Board of Directors of the
Company.
(c) Change in Control. The term "Change in Control" shall mean:
1. an acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") of 50% or more of either:
A. the then outstanding Stock; or
B. the combined voting power of the Company's
outstanding voting securities immediately after the
merger or acquisition entitled to vote generally in
the election of directors; provided, however, that
the following acquisition shall not constitute a
Change of Control:
i. any acquisition directly from the Company;
ii. any acquisition by the Company or a
Subsidiary;
iii. any acquisition by the trustee or other
fiduciary of any employee benefit plan or
trust sponsored by the Company or a
Subsidiary; or
iv. any acquisition by any corporation with
respect to which, following such
acquisition, more than 50% of the Stock or
combined voting power of Stock and other
voting securities of the Company is
beneficially owned by substantially all of
the individuals and entities who were
beneficial owners of Stock and other voting
securities of the Company immediately prior
to the acquisition in substantially similar
proportions immediately before and after
such acquisition; or
2. individuals who, as of the Effective Date of this Plan,
constitute the Board (the "Incumbent Board"), cease to
constitute at least a majority of the Board. Individuals
nominated by the Incumbent Board and subsequently elected
shall be deemed for this purpose to be members of the
Incumbent Board; or
A-7
<PAGE>
3. approval by the shareholders of the Company of a
reorganization, merger, consolidation, liquidation,
dissolution, sale or statutory exchange of Stock which
changes the beneficial ownership of Stock and other voting
securities so that after the corporate change the
immediately previous owners of 50% of Stock and other
voting securities do not own 50% of the Company's Stock
and other voting securities either legally or
beneficially; or
4. the sale, transfer or other disposition of all
substantially all of the Company's assets; or
5. a merger of the Company with another entity after which
the pre-merger shareholders of the Company own less than
50% of the stock of the surviving corporation.
A "Change in Control" shall not be deemed to occur with respect to a
Participant if the acquisition of a 50% or greater interest is by a group that
includes the Participant, nor shall it be deemed to occur if at least 50% of the
Stock and other voting securities owned before the occurrence are beneficially
owned subsequent to the occurrence by a group that includes the Participant.
(d) CODE. The term "Code" means the Internal Revenue Code of 1986, as
amended. A reference to any provision of the Code shall include
reference to any successor provision of the Code.
(e) ELIGIBLE EMPLOYEE. The term "Eligible Employee" shall mean any
common-law employee of the Company or a Subsidiary. An NSO (but
not an ISO) Award may be granted to an individual who is not yet
an Eligible Employee, in connection with hiring, retention or
otherwise, prior to the date the individual first performs
services for the Company or the Subsidiaries, provided that any
such Award shall not become vested prior to the date the employee
first performs such services.
(f) ELIGIBLE INDIVIDUAL. The term "Eligible Individual" shall include
Eligible Employees, members of the Company's Board and outside
consultants or advisors to the Company who provide bona fide
services to the Company or a Subsidiary as Independent
Contractors.
(g) FAIR MARKET VALUE. For purposes of determining the "Fair Market
Value" of a share of Stock as of any date, the following rules
shall apply:
1. If at the time an Option is granted, the Common Stock is
publicly traded on the NASDAQ stock market, the fair
market value of a share of Stock shall be equal to the
sales price for a share of Common Stock as quoted in the
NASDAQ stock market at close of business on such date.
2. If sale prices are not available or if the Stock is not
quoted on the NASDAQ stock market, the average between the
highest bid, and lowest asked prices for the Stock on such
day as reported on the NASDAQ OTC Bulletin Board Service
or by the National Quotation Bureau, Incorporated or a
comparable service.
3. If the day is not a business day, and as a result,
paragraphs (i) and (ii) next above are inapplicable, the
Fair Market Value of the Stock shall be determined as of
the last preceding business day. If paragraphs (i) and
(ii) next above are otherwise inapplicable, then the Fair
Market Value of the Stock shall be determined in good
faith by an independent third party expert selected by the
Committee.
A-8
<PAGE>
(h) SUBSIDIARIES. The term "Subsidiary" means any company during any
period in which it is a "subsidiary corporation" (as that term is
defined in Code section 424(f)) with respect to the Company.
(i) STOCK. The term "Stock" shall mean shares of common stock of the
Company.
A-9
<PAGE>
[For Edgar filing, language that will be eliminated is preceded by a "<#>" and
followed by a "</#>]
APPENDIX B
BIG BUCK BREWERY & STEAKHOUSE, INC.
RESTATED ARTICLES OF INCORPORATION
The following Restated Articles of Incorporation supersede the Articles
of Incorporation as amended and shall be the Articles of Incorporation for the
Corporation:
ARTICLE I
The name of the Corporation is:
BIG BUCK BREWERY & STEAKHOUSE, INC.
ARTICLE II
The purpose or purposes for which the Corporation is formed is as follows:
To engage in any activity within the purposes for which corporations may be
formed under the Michigan Business Corporation Act (the "Act").
ARTICLE III
The aggregate number of shares which the Corporation has authority to issue is
20,000,000(*) common shares of the par value of $.01 per share.
ARTICLE IV
A. The address of the current registered office is:
550 South Wisconsin Street
Gaylord, Michigan 49735
B. The mailing address of the current registered office is:
P.O. Box 1430
Gaylord, Michigan 49735
C. The name of the current resident agent is:
William F. Rolinski
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this Corporation
is proposed between this Corporation and its creditors or any class of them or
between this Corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this Corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the Corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization, to be summoned in such manner as
the court directs. If a
--------
(*) On September 15, 1998, the Corporation's shareholders approved an amendment
to the Restated Articles of Incorporation to increase the Corporation's
authorized capital stock to 65,000,000 shares, consisting of 60,000,000 shares
of Common Stock and 5,000,000 shares of Preferred Stock. As of the date of this
proxy statement, the Corporation had not yet had the need to file such amendment
to its Restated Articles of Incorporation with the State of Michigan.
B-1
<PAGE>
majority in number representing three-fourths (3/4) in value of the creditors or
class of creditors, or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or a reorganization, agree to
a compromise or arrangement or a reorganization of this Corporation as a
consequence of the compromise or arrangement, the compromise or arrangement and
the reorganization, if sanctioned by the court to which the application has been
made, shall be binding on all the creditors or class of creditors, or on all the
shareholders or class of shareholders and also on this Corporation.
ARTICLE VI
The number of directors shall be the number specified in or fixed in accordance
with the By-Laws. The Board of Directors shall have the power to fix or change
the number of directors unless the shareholders, in amending or repealing the
By-Laws, provide expressly that the Board of Directors shall not amend or repeal
the By-Law establishing the number of directors.
ARTICLE VII
A director of the Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of the director's fiduciary
duty. However, this Article shall not eliminate or limit the liability of a
director for any of the following:
(1) A breach of the director's duty of loyalty to the Corporation or
its shareholders.
(2) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law.
(3) A violation of Section 551(1) of the Act.
(4) A transaction from which the director derived an improper
personal benefit.
(5) An act or omission occurring prior to the effective date of this
Article.
Any repeal or modification of this Article by the shareholders of the
Corporation shall not adversely affect any right or protection of any director
of the Corporation existing at the time of, or for or with respect to, any acts
or omissions occurring before such repeal or modification.
<#>ARTICLE VIII
The acquisition of ten percent (10%) or more of the outstanding stock of the
Corporation requires the prior approval of the Michigan Liquor Control
Commission.
A person seeking to acquire 10% or more of the outstanding stock of the
Corporation must (i) provide the Liquor Commission information regarding such
person, including without limitation thereto, information regarding other
alcoholic liquor business management experience, in such form, and with such
updates, as may be required by the Liquor Commission; (ii) respond to written
or oral questions from the Liquor Commission; and (iii) consent to the
performance of any background investigation that may be required by the
Liquor Commission, including without limitation thereto, an investigation of
certain past criminal convictions of such person.</#>
B-2
<PAGE>
<#>ARTICLE IX
No person shall acquire any outstanding stock of the Corporation in violation
of Section 436.31 of the Michigan Liquor Control Act, as it may be amended
from time to time.
ARTICLE X
If a person holds outstanding stock of the Corporation in violation of
Article VIII or Article IX (a "Disqualified Holder"), such person's
securities holdings shall be subject to redemption at any time by the
Corporation by action of the Board of Directors.
Such redemptions will be subject to the following terms and conditions: (i)
the redemption price of the shares to be redeemed shall be equal to the fair
market value of such shares or such other redemption price as required by
pertinent state or federal law pursuant to which the redemption is required;
(ii) if less than all the shares held by a Disqualified Holder are to be
redeemed, the shares to be redeemed shall be selected in such manner as shall
be determined by the Board of Directors; (iii) at least thirty (30) days'
written notice of the date upon which redemption is to occur shall be given
to a Disqualified Holder (unless waived in writing by the Disqualified
Holder) provided that redemption may occur on the date on which written
notice shall be given to the Disqualified Holder if the funds necessary to
effect the redemption shall have been deposited in trust for the benefit of
the Disqualified Holder and subject to immediate withdrawal by the
Disqualified Holder upon surrender of the stock certificates for the shares
to be redeemed; (iv) from and after the date upon which redemption occurs or
such earlier date as mandated by pertinent state or federal law, any and all
rights of whatever nature, which may be held by the Disqualified Holder of
shares selected for redemption (including without limitation any rights to
vote such shares), shall cease and terminate and the Disqualified Holder
shall thenceforth be entitled only to receive the funds payable upon
redemption; and (v) such other terms and conditions as the Board of Directors
shall determine.</#>
B-3
<PAGE>
BIG BUCK BREWERY & STEAKHOUSE, INC.
BIG BUCK BREWERY & STEAKHOUSE, INC.
550 SOUTH WISCONSIN STREET
GAYLORD, MICHIGAN 49734 PROXY
-------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Big Buck Brewery & Steakhouse, Inc., a
Michigan corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated October 20, 2000, 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 2000 Annual Meeting of Shareholders of Big Buck to be
held at Big Buck Brewery & Steakhouse, 550 South Wisconsin Street, Gaylord,
Michigan, on November 14, 2000, 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 Big Buck which the undersigned would be entitled to
vote if then and there personally present, on the matters set forth below.
SEE REVERSE FOR VOTING INSTRUCTIONS
<PAGE>
- Please detach here -
1. To elect nine directors for the ensuing year and until their
successors shall be elected and duly qualified.
01 WILLIAM F. ROLINSKI 02 GARY J. HEWETT 03 MATTHEW P. CULLEN
04 THOMAS MCNULTY 05 JOSEPH W. MUER 06 BLAIR A. MURPHY, D.O.
07 HENRY T. SIWECKI 08 DENNIS B. SULLIVAN 09 CASIMER I. ZAREMBA
FOR all nominees WITHHOLD AUTHORITY
/ / listed at left (except / / to vote for all nominees
as marked to the listed at left
contrary below)
(Instructions: To withhold authority to vote -------------------------
for any indicated nominee, write the number(s) | |
of the nominee(s) in the box provided to the right.) -------------------------
2. To consider and vote upon adoption of / / For / / Against / / Abstain
Big Buck's 2000 Stock Option Plan.
3. To consider and vote upon adoption of an / / For / / Against / / Abstain
amendment to Big Buck's Restated Articles
of Incorporation to delete certain
provisions regarding share ownership.
4. To ratify the appointment of Plante & / / For / / Against / / Abstain
Moran, LLP as Big Buck's independent
public accountants for the fiscal year
ending December 31, 2000.
5. 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.
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 THROUGH 4. ABSTENTIONS WILL BE COUNTED TOWARDS
THE EXISTENCE OF A QUORUM. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
Dated:__________________________, 2000
-----------------------------------------
| |
-----------------------------------------
Signature(s) in Box
(If there are co-owners both must sign)
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.
