<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ______)
Filed by the Registrant [x] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 Section 240.14a-11(c)
or Section 240.14a-12
CHICAGO PIZZA & BREWERY, 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)(4) 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:*
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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>
CHICAGO PIZZA & BREWERY, INC.
16162 Beach Boulevard, Suite 100
Huntington Beach, CA 92647
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
T0 BE HELD DECEMBER 8, 2000
To the Shareholders of CHICAGO PIZZA & BREWERY, INC.:
The Annual Meeting of Shareholders of Chicago Pizza & Brewery, Inc.
(the "Annual Meeting") will be held at the "BJ's Restaurant & Brewhouse"
restaurant located at 107 South 1st Street, Burbank, California 91502 on
December 8, 2000 at 10:00 a.m. Pacific Time, to consider and act upon the
following matters, all as more fully described in the accompanying Proxy
Statement which is incorporated herein by this reference:
(1) To elect seven members to the Board of Directors to serve until
the next Annual Meeting of Shareholders or until their
respective successors shall be elected and qualify.
(2) To ratify the appointment of PricewaterhouseCoopers L.L.P. as
independent accountants for the fiscal year ending December 31,
2000.
(3) To transact such other business and to consider and take action
upon any and all matters that may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
October 20, 2000 as the record date for the determination of the shareholders
entitled to notice of and to vote at the Annual Meeting.
All shareholders are invited to attend the Annual Meeting in
person.
By Order of the Board of Directors
Paul Motenko
Co-Chief Executive Officer
Huntington Beach, California
November 6, 2000
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE SO
THAT YOUR STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING.
<PAGE>
CHICAGO PIZZA & BREWERY, INC.
16162 Beach Boulevard, Suite 100
Huntington Beach, California 92647
(714) 848-3747
--------------------
PROXY STATEMENT
--------------------
Approximate date proxy material first
sent to shareholders: November 10, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
The following information is provided in connection with the
solicitation of proxies by and on behalf of the Board of Directors of Chicago
Pizza & Brewery, Inc. (the "Company") in connection with the Annual Meeting of
Shareholders of the Company (the "Annual Meeting") and adjournments thereof to
be held on December 8, 2000 at the Company's "BJ's Restaurant & Brewhouse
located at 107 South 1st Street, Burbank, California 91502, at 10:00 a.m.,
Pacific Time for the purposes stated in the Notice of Annual Meeting of
Shareholders preceding this Proxy Statement.
SOLICITATION AND REVOCATION OF PROXIES
A form of proxy is being furnished herewith by the Company to each
shareholder and in each case is solicited on behalf of the Board of Directors of
the Company for use at the Meeting. The Company will bear the cost of the
solicitation of proxies, including the charges and expenses brokerage firms and
others forwarding the solicitation material to beneficial owners of stock. The
Company may pay persons holding shares in their names or the names of their
nominees for the benefit of others, such as brokerage firms, banks,
depositaries, and other fiduciaries, for costs incurred in forwarding soliciting
materials to their principals. The costs of such solicitation is not expected to
exceed $5,000. Directors, officers and regular administrative employees of the
Company may solicit proxies personally, by telephone or telegraph but will not
be separately compensated for such solicitation services.
Shareholders are requested to complete, date and sign the accompanying
pro and return it promptly to the Company. Any proxy given may be revoked by a
shareholder at any time before it is voted at the Annual Meeting and all
adjournments thereof by filing with the Secretary of the Company a notice in
writing revoking it, or by duly executing and submitting a proxy bearing a later
date. Proxies may also be revoked by any shareholder present at the Annual
Meeting who expresses a desire to vote such shares in person. Subject to such
revocation, all proxies duly executed and received prior to, or at the time of,
the Annual Meeting will be voted FOR the election of all seven of the
nominee-directors specified herein and FOR the ratification of the selection of
PricewaterhouseCoopers L.L.P. as the Company's independent public accountants
for fiscal year 2000, unless a contrary choice is specified in the proxy. Where
a specification is indicated as provided in the proxy, the shares represented by
the proxy will be voted and cast in accordance with the specification made. As
to other matters, if any, to be voted upon, the persons designated as proxies
will take such actions as they, in their discretion, may deem advisable. The
persons named as proxies were selected by the Board of Directors of the Company
and each of them is a director of the Company.
Your execution of the enclosed proxy will not affect your right as a
shareholder to attend the Annual Meeting and to vote in person.
Under the Company's bylaws and California law, shares represented by
proxies that reflect abstentions or "broker non-votes" (i.e., shares held by a
broker or nominee which are represented at the Annual Meeting, but with respect
to which such broker or nominee is not empowered to vote on a particular
proposal) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Any shares represented at the
Annual Meeting but not voted (whether by abstention, broker non-vote or
otherwise) will have no impact on the election of directors, except to the
1
<PAGE>
extent that the failure to vote for an individual results in another individual
receiving a larger proportion of votes. Any shares represented at the Annual
Meeting but not voted (whether by abstention, broker non-vote or otherwise) with
respect to the proposal to ratify the selection of PricewaterhouseCoopers
L.L.P., will have no effect on the vote for such proposal except to the extent
the number of shares not voted causes the number of shares voted in favor of the
proposal not to equal or exceed a majority of the shares present or represented
and entitled to vote at the Annual Meeting (in which case such proposal would
not be approved).
SHAREHOLDERS' VOTING RIGHTS
Only holders of record of the Company's Common Stock, no par value
("Common Stock"), at the close of business on October 20, 2000 (the "Record
Date") will be entitled to notice of, and to vote at, the Annual Meeting. On
such date, there were 7,658,321 shares of Common Stock outstanding, with one
vote per share.
With respect to election of directors, assuming a quorum is present,
the seven candidates receiving the highest number of votes are elected. See
"Nomination and Election of Directors." To ratify the appointment of
PricewaterhouseCoopers L.L.P., assuming a quorum is present, the affirmative
vote of shareholders holding a majority of the voting power represented and
voting at the meeting (which shares voting affirmatively also constitute at
least a majority of the required quorum) is required. A quorum is the presence
in person or by proxy of shares representing a majority of the voting power of
the Common Stock.
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of the Record Date by (a)
each director of the Company, (b) each executive officer identified in the
Summary Compensation Table, (c) all executive officers and directors of the
Company as a group and (d) each person known by the Company to be the beneficial
owner of 5% or more of the outstanding shares of Common Stock. Ownership of less
than 1% is indicated by an asterisk.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)
----------------------------
NUMBER
NAME AND ADDRESS (2) OF SHARES PERCENTAGE OF CLASS(3)
-------------------- --------- ----------------------
<S> <C> <C>
NON-AFFILIATED SHAREHOLDERS:
ASSI, Inc....................................... 2,206,500 (4) 28.81%
5075 Spyglass Hill Dr.
Las Vegas, NV 89122
Norton Herrick.................................. 700,000 (5) 9.14%
2295 Corporate Blvd., Northwest
Boca Raton, FL 33431
The Jacmar Companies............................ 910,000 (6) 11.88%
2200 W. Valley Blvd.
Alhambra, CA 91803
OFFICERS AND DIRECTORS:
Paul A. Motenko................................. 680,357 8.88%
Jeremiah J. Hennessy........................... 661,357 8.64%
Ernest T. Klinger............................... 323,333 (7) 4.05%
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1)
----------------------------
NUMBER
NAME AND ADDRESS (2) OF SHARES PERCENTAGE OF CLASS(3)
-------------------- --------- ----------------------
<S> <C> <C>
OFFICERS AND DIRECTORS:
Alexander M. Puchner............................. 16,667 (8) *%
Barry J. Grumman................................. 45,000 (9) *%
Stanley B. Schneider............................. 40,000 (10) *%
R.Dean Gerrie.................................... 50,000 (11) *%
Mark James....................................... 12,500 (12) *%
Allyn Burroughs.................................. 12,500 (12) *%
All directors and executive officers as a group
(9 persons)
</TABLE>
(1) The persons named in the table, to the Company's knowledge, have sole
voting and sole investment power with respect to all shares of Common Stock
shown as beneficially owned by them, subject to community property laws
where applicable and the information contained in the footnotes hereunder.
(2) The address of the officers and directors of the Company is at the
Company's principal executive offices at 16162 Beach Boulevard, Suite 100,
Huntington Beach, California 92647.
(3) Shares of Common Stock which a person had the right to acquire within 60
days are deemed outstanding in calculating the percentage ownership of the
person, but not deemed outstanding as to any other person. Does not include
shares issuable upon exercise of any warrants or options issued by the
Company which are not exercisable within 60 days from the date hereof.
(4) Consists of 2,206,500 shares held of record by ASSI, Inc., a Nevada
corporation that is owned and controlled by Louis Habash whose address is
the same as that of ASSI, Inc..
(5) Consists of 185,000 shares of Common Stock and 515,000 Special Warrants
held by Norton Herrick, exercisable for $5.50 per share and expiring on
April 8, 2002. See "Certain Relationships and Related Transactions."
(6) Based on its Schedule 13G/A filed August 30, 2000, Jacmar Companies
beneficially owned 910,000 shares of Common Stock as of such date. See
"Certain Relationships and Related Transactions."
(7) Consists of 30,000 shares underlying options granted to Mr. Klinger as an
independent director and 293,333 shares underlying options issued to Mr.
Klinger pursuant to the terms of his employment agreement. See "Executive
Compensation and Other Matters".
(8) Consists of 16,667 shares of Common Stock purchasable upon exercise of
options.
(9) Consists of 5,000 shares of Common Stock which are held in a Professional
Corporation Money Purchase Plan of which Mr. Grumman is the beneficiary and
40,000 shares of Common Stock purchasable upon exercise of options.
(10) Consists of 40,000 shares of Common Stock purchasable upon exercise of
options.
(11) Consists of 50,000 shares of Common Stock purchasable upon exercise of
options.
(12) Consists of 12,500 shares of Common Stock purchasable upon exercise of
options.
3
<PAGE>
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL NO. 1 ON PROXY CARD)
The Company's directors are to be elected at each annual meeting of
shareholders. At this Annual Meeting, seven directors are to be elected to serve
until the next annual meeting of shareholders and until their successors are
elected and qualify. The nominees for election as directors at this Annual
Meeting set forth in the table below are all recommended by and all currently
serve as members of the Board of Directors of the Company. In the event that any
of the nominees for director should become unable to serve if elected, it is
intended that shares represented by proxies which are executed and returned will
be voted for such substitute nominee(s) as may be recommended by the Company's
existing Board of Directors.
The seven nominee-directors receiving the highest number of votes cast
at the Annual Meeting will be elected as the Company's directors. Subject to
certain exceptions specified below, shareholders of record on the Record Date
are entitled to cumulate their votes in the election of the Company's directors
(i.e., they are entitled to the number of votes determined by multiplying the
number of shares held by them times the number of directors to be elected) and
may cast all of their votes so determined for one person, or spread their votes
among two or more persons as they see fit. No shareholder shall be entitled to
cumulate votes for a given candidate for director unless such candidate's name
has been placed in nomination prior to the vote and the shareholder has given
notice at the Annual Meeting, prior to the voting, of the shareholder's
intention to cumulate his or her votes. If any one shareholder has given such
notice, all shareholders may cumulate their votes for candidates in nomination.
Discretionary authority to cumulate votes is hereby solicited by the Board of
Directors.
4
<PAGE>
The following table sets forth certain information concerning the
nominees for election as directors:
<TABLE>
<CAPTION>
NOMINEE PRINCIPAL OCCUPATION AGE
------- -------------------- ---
<S> <C> <C>
Paul A. Motenko Co-Chairman of the Board, Co- Chief Executive Officer, 46
Vice President and Secretary of the Company
Jeremiah J. Hennessy Co-Chairman of the Board, Co-Chief Executive Officer 40
and Chief Operating Officer of the Company
Ernest T. Klinger Co-Chairman of the Board, President 65
and Chief Financial Officer
Barry J. Grumman Senior Partner in the Law Offices of Grumman 49
& Rockett
Stanley B. Schneider Managing Partner of Gursey, Schneider & Co. 64
Mark James Managing Partner in the Law Offices of Mark 40
A. James Ltd and Nevada State Senator
Allyn Burroughs Chief Executive Officer of American Convenience Corp. 67
</TABLE>
PAUL A. MOTENKO has been Co-Chairman of the Board, Co-Chief Executive
Officer, Vice President and Secretary of the Company since June 1999.
Previously, since its inception in 1991, he was the Chief Executive Officer,
Chairman of the Board, Vice President and Secretary of the Company. He is also
Chairman of the Board and Secretary of Chicago Pizza Northwest, Inc., a
Washington corporation and wholly owned subsidiary of the Company ("CPNI"). He
is a certified public accountant and was a founding partner in the firm Motenko,
Bachtelle & Hennessy from 1980 to 1991. In this capacity, Mr. Motenko provided
accounting and consulting services to several restaurant companies, including
BJ's Chicago Pizzeria. From 1976 to 1980, Mr. Motenko was employed as an
accountant and consultant for several accounting firms, including Kenneth
Leventhal and Company and Peat, Marwick, Main. Mr. Motenko graduated with high
honors from the University of Illinois in 1976 with a Bachelor of Science in
accounting.
JEREMIAH J. HENNESSY has been Co-Chairman of the Board, Co-Chief
Executive Officer and Chief Operating Officer of the Company since June 1999.
Previously, since its inception in 1991, he was the President, Chief Operating
Officer and a Director of the Company. During 1997 he was appointed the Chief
Financial Officer of the Company. He is also Chief Executive Officer and a
Director of CPNI. Mr. Hennessy is a certified public accountant and was a
partner in the firm Motenko, Bachtelle & Hennessy from 1988 to 1991. His public
accounting practice involved extensive work for food service and restaurant
clientele. He served as a controller for a large Southern California
construction company and has extensive background in construction and
development. Mr. Hennessy has also worked in various aspects of the restaurant
industry for Marie Callendar's and Knott's Berry Farm. Mr. Hennessy graduated
Magna Cum Laude from National University in 1983 with a Bachelor of Science in
accounting.
ERNEST T. KLINGER has been Co-Chairman of the Board, President and
Chief Financial Officer of the Company since June 1999 and has been a Director
of the Company since April 23, 1997. Mr. Klinger was Chief Financial Officer and
Vice President-Finance and Administration of Arden Group, Inc., which consists
of thirteen supermarkets, including Gelson's and Mayfair, with a related
distribution center, from 1983 until joining the Company in June, 1999. Mr.
Klinger is a Certified Public Accountant, received a Bachelor of Laws from
LaSalle University, and a Bachelor of Business Administration from the
University of Minnesota.
5
<PAGE>
STANLEY B. SCHNEIDER has been a Director of the Company since August 7,
1996. Mr. Schneider is a certified public accountant and founding member and the
managing partner of Gursey, Schneider & Co. LLP, an independent public
accounting firm founded in 1964 that specializes in general accounting services,
litigation support, audits, tax consulting and compliance as well as business
management and management advisory services. Mr. Schneider serves as a director
of Perceptronics, Inc., a Woodland Hills, California based high-tech defense
firm; Jerry's Famous Deli, Inc., a Los Angeles-based restaurant company, the
Autry Museum of Western Heritage and P.A.T.H., an organization dedicated to
helping the homeless in Los Angeles. Mr. Schneider obtained a Bachelor of
Science in accounting from the University of California at Los Angeles in 1958.
BARRY J. GRUMMAN was named a Director of the Company in November 1994.
Mr. Grumman has been the Senior Partner in the Law Offices of Grumman & Rockett,
a Newport Beach, California law firm specializing in civil litigation, since
1977. Mr. Grumman also has extensive experience as an investor in private
companies and has invested in companies which have gone public.
MARK A. JAMES received a B.S. in Political Science from Lewis & Clark
College in 1981. He also served as a Senate Judiciary Committee intern for
Senator Paul Laxalt of Nevada during 1981. In 1985, Mr. James earned a J.D. with
High Distinction from the University of Arizona College of Law. In April, 1996,
Mr. James and several partners joined to create the law firm of James, Driggs &
Walch, which became the law firm of James, Driggs, Walch, Santoro, Kearney,
Johnston & Thompson. Mr. James, and various other law firms that he has been
associated with, have represented ASSI, INC. in various legal matters. Mr. James
has an extensive practice in the areas of business litigation, water law and
natural resources and environmental law. Previously, he was with the
internationally prominent law firm of Baker & Botts the Las Vegas firm of
Jolley, Urga, Wirth & Woodbury. Currently, he is the principal in the law firm
of Mark A. James, Ltd. in Las Vegas. In 1992, Mr. James was elected to the
Nevada State Senate. He was selected to chair the Senate Judiciary Committee,
the only freshman selected for the post since 1935. In 1994, he was re-elected
and continues to serve as Senate Judiciary Committee chairman.
ALLYN R. BURROUGHS has been Chief Executive Officer and Chairman of the
Board of American Convenience Corporation for the past five years. For the past
15 years, Mr. Burroughs has served as an executive officer of various real
estate and hotel development and management companies. He has participated in
the investment, acquisition, development, sale and management of multi-family
residential properties, shopping centers and office buildings in the western
region of the United States. Most recently, Mr. Burroughs was Executive Vice
President of NCA Management, Inc., a hotel management company where his
responsibilities were senior hotel staffing, management information systems,
sales, monitoring daily operations and cash management.
The terms of all directors will expire at the next annual meeting of
shareholders or when their successors are elected and qualified. The Board of
Directors may fill interim vacancies of directors. Each officer is elected by,
and serves at the discretion of, the Board of Directors, subject to the terms of
any employment agreement. The Company agreed to grant to the representative of
the underwriters (the "Representative") of the Company's initial public offering
which closed October 15, 1996 (the "Offering"), for a period of five years
following the Offering, the right to nominate from time to time one individual
to be a director of the Company or to have an individual selected by the
Representative attend all meetings of the Board of Directors of the Company as a
non-voting advisor. As of the Record Date, the Representative has waived its
right to nominate a director.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The following table sets forth certain information concerning the
executive officers of the Company and certain significant employees.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Paul A. Motenko 46 Co-Chairman of the Board, Co-Chief Executive Officer,
Vice President and Secretary
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Jeremiah J. Hennessy 40 Co-Chairman of the Board, Co-Chief Executive Officer and
Chief Operating Officer
Ernest T. Klinger 65 Co-Chairman of the Board, President and
Chief Financial Officer
R. Dean Gerrie 49 Senior Vice President Design & Marketing
Alexander Puchner 40 Senior Vice President of Brewing Operations
Salvador A. Navarro 46 Vice President of Food and Beverage
Alan S. Rodomsky 52 Vice President of Restaurant Operations
Ramon David 50 President of Chicago Pizza Northwest, Inc.
Robert DeLiema 53 Vice President of Marketing & Public Relations
</TABLE>
For information regarding the business background of each of Mr.
Motenko, Mr. Hennessy and Mr. Klinger, see "Nomination and Election of
Directors" above.
R. DEAN GERRIE has served as Senior Vice President of Marketing and
Design since January 1997. Previously, Mr. Gerrie served as President/Creative
Director with Guzman Gerrie Advertising from 1980 to 1989 and as principal of
Dean Gerrie Design, a corporate identity and marketing consultancy, from 1989 to
1997. Mr. Gerrie studied economics/business administration at the University of
California, Berkeley, design at California State University, Long Beach and
taught as an adjunct professor at the Southern California Institute of the Arts
from 1994 to 1997.
ALEXANDER M. PUCHNER is Senior Vice President of Brewing Operations for
the Company, having been appointed to such position in January 1996. From 1994
to 1995, Mr. Puchner served as brewmaster for Laguna Beach Brewing Co. and from
1993 to 1994 as brewmaster for the Huntington Beach Beer Co. From 1988 to 1993,
Mr. Puchner served as Product Manager for Aviva Sports/Mattel Inc. and Marketing
Research Manager for Mattel Inc. Mr. Puchner was awarded a silver medal in the
strong ale category at the 1996 Great American Beer Festival for BJ's Jeremiah
Red Ale. That was followed by a bronze medal in The American Pale Ale category
in 1998 for BJ's Piranha Pale Ale. Most recently, two of BJ's specialty beers
earned bronze medals at the 2000 Great American Beer Festival. Other awards for
BJ's beers include: silver medals at both the 1998 and 2000 World Beer Cup and
First Place awards at the California State Fair in both 1997 and 1998. Mr.
Puchner has also earned over 40 awards as a homebrewer, including in 1991 and
1992 at the National Homebrew Competition. Mr. Puchner has been a nationally
certified beer judge since 1990. Mr. Puchner received a Bachelor of Arts from
Cornell University in 1983 and a Master of Business Administration degree from
the University of Chicago in June 1986.
SALVADOR A. NAVARRO has served as the Vice President of Food and
Beverage for the Company since 1995. He brings to his position more than 20
years of experience in the food and beverage industry. Before joining Chicago
Pizza & Brewery, Mr. Navarro was Central Operations Manager for Knott's Berry
Farm in Buena Park, CA. Prior to that, he spent 14 years as Director of Food and
Beverage for Southwest Foods, Inc.'s Claim Jumper Restaurants. Mr. Navarro was
instrumental in the expansion of BJ's menu.
RAMON DAVID came to The Company in 1996 after 30 years of service with
Pietro's Corporation, former owner and operator of Pietro's restaurants. The
Company bought the Pietro's chain in 1996. Mr. David is the current President of
Chicago Pizza Northwest, Inc., a Washington corporation and wholly owned
subsidiary of The Company. He also serves as The Company's Director of Human
Resources, the same post he held with Pietro's. Mr. David has a Bachelor's
Degree from the University of Oregon and is certified as a senior professional
in human resources.
ROBERT DELIEMA, Vice President of Marketing and Public Relations. Rob
DeLiema began working for BJ's in 1995 as Director of Marketing and Operations
after owing his own graphic design and marketing firm for 10 years. Mr. DeLiema
served as General Manager of BJ's flagship unit in Brea from August, 1997 to
August, 1998 at which time he was promoted to his current position of Vice
President of Marketing and Public Relations. Mr. DeLiema has a Bachelor's Degree
from the University of California at Santa Barbara.
7
<PAGE>
ALAN S. RODOMSKY, Vice President of Restaurant Operations, came to The
Company in 1998 with more than 21 years of experience in the restaurant
industry. Before joining The Company, Mr. Rodomsky was general manager for the
10,000 square foot Champps Americana restaurant and sports bar in Irvine,
California. There he oversaw a staff of 175 employees and 10 managers producing
annual sales of more than $5.5 million. Mr. Rodomsky also has supervised 75
restaurants and 3 district managers as a Regional Manager for Subway
restaurants, was a district manager for the casual dining Olga's Kitchen chain
and began his career with Marriott's Roy Rogers concept. Mr. Rodomsky holds a
Bachelor of Arts Degree from Northland College and has completed graduate work
from the University of Miami.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES THEREOF
The business of the Company's Board of Directors is conducted through
full meetings of the Board, as well as through meetings of its committees. There
were two meetings of the Board of Directors of the Company during the last
fiscal year of the Company. Each of the directors of the Company, except Mr.
James, attended 75% or more of the aggregate of the total number of meetings of
the Board of Directors held during the period in which he was a director.
The Company maintains an Audit Committee which reviews and reports to
the Board on various auditing and accounting matters, including the annual audit
report from the Company's independent public accountants. The Audit Committee
consists of Mr. Schneider and Mr. Grumman. Mr. Schneider is the Chairman of the
Audit Committee. The Audit Committee held two meetings during the last fiscal
year.
The Company does not maintain a separate Compensation Committee. The
Board of Directors determines executive compensation policies, administers
compensation plans, reviews programs and policies and monitors the performance
and compensation of certain officers and other employees. The Company does
maintain a Stock Option Committee that administers and determines appropriate
awards under the Company's 1996 Stock Option Plan. The Stock Option Committee
consists of Mark James and Barry Grumman. Mr. Grumman is the Chairman of the
Stock Option Committee. The Stock Option Committee held no separate meetings
during the last fiscal year.
The Board of Directors does not have a Nominating Committee.
COMPENSATION OF BOARD OF DIRECTORS
The Company pays each non-employee director an annual fee of $1,000,
plus $750 per board meeting attended in person, $400 per telephonic board
meeting over 30 minutes, $200 per telephonic board meeting under 30 minutes,
$500 per committee meeting in person, $300 per telephonic committee meeting over
30 minutes, and $100 per telephonic committee meeting under 30 minutes. In
addition, the Company grants annual stock options to purchase 10,000 shares of
Common Stock to its non-employee directors for each year of service. The
exercise price of such options is the fair market value of the Company's Common
Stock on the date of grant.
8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
the three fiscal years ended December 31, 1999, 1998 and 1997 of the Co-Chief
Executive Officers and each of the other executive officers of the Company whose
salary and bonus compensation was at least $100,000 in the fiscal years ended
December 31, 1999, 1998, and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND ------------------------------------ OTHER ANNUAL
PRINCIPAL POSITION(1) YEAR SALARY BONUS COMPENSATION
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Paul A. Motenko
Co-Chief Executive Officer, Vice 1999 $145,715 $25,000 $10,148 (3)
President, Secretary 1998 $141,900 $25,000 $10,955 (4)
and Co-Chairman of the 1997 $137,975 $ -0- $ 8,188 (5)
Board.................
Jeremiah J. Hennessy 1999 $145,715 $25,000 $10,092 (6)
Co-Chief Executive 1998 $141,900 $25,000 $11,569 (7)
Officer, Chief Operating 1997 $137,975 $ -0- $ 7,877 (8)
Officer and Co-Chairman of
the Board..................
Ernest T. Klinger (2) 1999 $73,447 $13,288 $14,963 (9)
President, Chief Financial 1998 $ -0- $ -0- $ -0-
Officer and Co-Chairman 1997 $ -0- $ -0- $ -0-
Of the Board ................
R.Dean Gerrie 1999 $132,069 $10,000 $11,552 (10)
Vice President 1998 $125,000 $ -0- $13,056 (11)
...................... 1997 $125,000 $ -0- $ 4,716 (12)
</TABLE>
--------------------------------------------
(1) No other executive officer received salary and bonuses in excess of
$100,000 in 1998 or 1997.
(2) Mr. Klinger was first employed by the Company on June 21,1999 in the
capacities shown.
(3) The amount shown is the estimated value of perquisites and other personal
benefits, including health insurance ($5,424) and life insurance/disability
insurance (approximately $4,724).
(4) The amount shown above is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $7,056) and
life insurance/disability insurance (approximately $3,899).
(5) The amount shown above is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $6,805) and
life insurance (approximately $1,383).
(6) The amount shown is the estimated value of perquisites and other personal
benefits, including health insurance ($5,424) and life/disability insurance
(approximately $4,668).
(7) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance (approximately $7,056), and
life insurance/disability insurance (approximately $4,513).
(8) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance
9
<PAGE>
(approximately $6,494) and life insurance (approximately $1,383).
(9) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance (approximately $5,540), and
life insurance (approximately $3,423) and auto allowance (approximately
$6,000).
(10) The amount shown is the estimated value of perquisites and other personal
benefits, including health insurance (approximately $5,552) and auto
allowance (approximately $6,000).
(11) The amount shown above is the estimated value of perquisites and other
personal benefits, including health insurance (approximately $7,056) and
auto allowance (approximately $6,000).
(12) The amount shown above is the estimated value of perquisites and other
personal benefits including health insurance (approximately $4,716).
OPTION GRANTS DURING 1999
The following table sets forth information concerning stock options
that were granted in 1999 to the officers named in the Summary Compensation
Table:
<TABLE>
<CAPTION>
% of Total
Options
Granted to Black-Scholes
Options Employees Exercise Valuation on
Name Granted(1) in 1999(2) Price(3) Date of Grant(4) Expiration Date
---- ---------- ---------- -------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Ernest T. Klinger 400,000 82.82% $1.875 $508,000.00 June 21, 2009
</TABLE>
(1) The amounts in the table represent shares of the Company's common stock
covered by stock options granted to the named individual under the
Company's Stock Option Plan.
(2) The number of shares of Company common stock covered by the options granted
to the named individual during the last completed fiscal year of the
Company equals the percentage set forth below of the total number of shares
of the Company's common stock covered by all options granted by the Company
to employees of the Company during such year.
(3) The exercise price is the market price of the common stock of the Company
on the date of grant.
(4) The present value of the stock options on the date of grant was calculated
using the Black-Scholes option pricing model.
OPTION EXERCISES IN FISCAL 1999 AND YEAR-END OPTION VALUES
The following table sets forth information concerning stock options
which were exercised during, or held at the end of, 1999 by the officers named
in the Summary Compensation Table:
10
<PAGE>
OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired at Fiscal Year End at Fiscal Year End(1)
On Value -------------------- ----------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Motenko -0- -0- -0- -0- -0- -0-
Jeremiah J. Hennessy -0- -0- -0- -0- -0- -0-
Ernest T. Klinger -0- -0- 270,000 160,000 $12,500 -0-
R. Dean Gerrie -0- -0- 25,000 50,000 -0- -0-
</TABLE>
(1) Common Stock valued at $1.50 per share, the last reported sales price of
the Company's Common Stock on April 19, 2000.
EMPLOYMENT AGREEMENTS
The Company entered into identical eight-year term employment
agreements with Paul Motenko and Jeremiah J. Hennessy (sometimes referred to
herein as the "Executives"), effective as of March 25, 1996. Pursuant to such
agreements, Messrs. Motenko and Hennessy are each to receive annual cash
compensation of $135,000, subject to escalation annually in accordance with the
Consumer Price Index (the "CPI"). In addition, Messrs. Motenko and Hennessy's
employment agreements entitle each of them to receive two annual bonuses based
on the Company's financial performance, one for attainment of specified earnings
before interest, amortization, depreciation and income taxes ("EBITDA"), and one
for attainment of specified pre-tax income.
The EBITDA bonus would entitle Messrs. Motenko and Hennessy each to
receive the following amounts if the following EBITDA amounts are attained for
each fiscal year during the term of their respective employment agreements:
EBITDA Cumulative Cash Bonus
------ ---------------------
$2,000,000 $25,000
$3,000,000 $35,000
$6,000,000 $80,000
$9,000,000 $150,000
The pre-tax income bonus would entitle each of Messrs. Motenko and
Hennessy to receive the following amounts if the following pre- tax income
amounts (as determined by the Company's independent public accountants in
accordance with GAAP) are attained for each fiscal year during the term of their
respective employment agreements, commencing with the fiscal year ending
December 31, 1997.
Pre-Tax
Income Cumulative Cash Bonus
------ ---------------------
$2,000,000 $ 25,000
$4,000,000 $ 75,000
$8,000,000 $150,000
The pre-tax income levels required to receive each bonus level for each
fiscal year following the 1997 fiscal year are increased by 20% per year.
11
<PAGE>
The Company entered into a five year employment agreement with Ernest
T. Klinger (sometimes referred to as the "Executive") effective June 21, 1999.
Pursuant to said agreement, Mr. Klinger is to receive annual cash compensation
of $145,000, subject to escalation annually in accordance with the Consumer
Price Index (the "CPI"). In addition, Mr. Klinger's employment agreement
entitles him to receive two annual bonuses based on the Company's financial
performance, one for attainment of specified earnings before interest,
amortization, depreciation and income tax ("EBITDA"), and one for attainment of
specified annual pre-tax income.
The EBITDA bonus would entitle Mr. Klinger to receive the following
amounts if the following EBITDA amounts are obtained for each fiscal year during
the term of his employment agreement.
EBITDA Cumulative Cash Bonus
------ ---------------------
$2,000,000 $ 25,000
$3,000,000 $ 35,000
$6,000,000 $ 80,000
$9,000,000 $150,000
The pre-tax bonus would entitle Mr. Klinger to receive the following
amounts if the following pre-tax amounts (as determined by the Company's
independent public accountants in accordance with GAAP) are attained for each
fiscal year during the term of his employment agreement commencing with the
fiscal year ended December 31, 1999:
Pre-Tax Cumulative
Income Cash Bonus
------ ----------
$ 2,880,000 $ 25,000
$ 5,760,000 $ 75,000
$11,520,000 $150,000
The pre-tax income levels required to receive each bonus level for each
fiscal year following the 1999 fiscal year are increased by 20% per year.
Pursuant to their respective employment agreements, Messrs. Motenko,
Hennessy and Klinger are each entitled to certain other fringe benefits
including use of a Company automobile or automobile allowance, life insurance
coverage, disability insurance, family health insurance and the right to
participate in the Company's customary executive benefit plans. Messrs. Motenko,
Hennessy and Klinger's employment agreements further provide that following the
voluntary or involuntary termination of their employment by the Company, each of
them is entitled to two demand registration rights with respect to the Common
Stock held by or issuable to him. Upon the occurrence of any Termination Event
(as hereinafter defined), the Company may terminate the employment agreements.
If such termination occurs, Mr. Motenko, Mr. Hennessy or Mr. Klinger, as the
case may be, will be entitled to receive all amounts payable by the Company
under his respective employment agreement to the date of termination. If the
Company terminates the employment agreement for a reason other than the
occurrence of a Termination Event or if Mr. Motenko, Mr. Hennessy, or Mr.
Klinger terminates the employment agreement because of a breach by the Company
of its obligations thereunder or for Good Reason (as hereinafter defined), Mr.
Motenko, Mr. Hennessy, or Mr. Klinger, as the case may be, will be entitled to
receive any and all payments and benefits which would have been due to him by
the Company up to and including March 24, 2004 or any extension thereof had he
not been terminated and any and all damages resulting therefrom.
"Termination Event" means any of the following: (i) the willful and
continued failure by the Executive to substantially perform his duties under the
Employment Agreement (other than any such failure resulting from the Executive's
incapacity due to physical or mental illness) after demand for substantial
performance is delivered by the Company specifically identifying the manner in
which the Company believes the Executive has not substantially performed his
duties; (ii) the Executive being convicted of a crime constituting a felony;
(iii) the Executive intentionally committing acts or failing to act, either of
which involves willful malfeasance with the intent to maliciously harm the
business of the Company; (iv) the Executive's willful violation of the
confidentiality provisions under the Employment Agreement; or (v) death or
physical or mental disability which results in the inability of the Executive to
perform the required services for an aggregate of 180 calendar days during any
period of 12 consecutive months. No act, or failure to act, on the Executive's
part
12
<PAGE>
shall be considered "willful" unless intentionally done, or intentionally
omitted to be done, by him not in good faith and without reasonable belief that
his action or omission was in the best interest of the Company. Notwithstanding
the foregoing, a Termination Event shall not have been deemed to have occurred
unless and until there shall have been delivered to the Executive a copy of a
resolution, duly adopted by the affirmative vote of not less than a majority of
the entire membership of the Board at a meeting of the Board called and held for
such purpose (after reasonable notice to the Executive and an opportunity for
him, together with his counsel, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Executive conducted, or failed to
conduct, himself in a manner set forth above in clauses (i)-(iv), and specifying
the particulars thereof in detail.
For purposes of the Employment Agreement, "Good Reason" shall mean (i)
any removal of the Executive from, or any failure to re-elect the Executive to
his current office except in connection with termination of the Executive's
employment for disability; provided, however, that any removal of the Executive
from, or any failure to re-elect the Executive to his current office (except in
connection with termination of the Executive's employment for disability) shall
not diminish or reduce the obligations of the Company to the Executive under the
employment agreement; (ii) a reduction of ten percent (10%) or more in the
Executive's then current base salary; (iii) any failure by the Company to comply
with any of its obligations to the Executive under the employment agreement;
(iv) for any reason within 120 days following a Change of Control (as defined in
the employment agreement); or (v) the failure of the Company to obtain the
assumption of the employment agreement by any successor to the Company, as
provided in the employment agreement.
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1999, the Board of Directors
of the Company determined compensation for the executive officers of the Company
as the Board does not maintain a separate Compensation Committee. Messrs. Paul
Motenko and Jeremiah Hennessy were executive officers and were on the Board of
Directors in 1996 when the Employment Agreements between the Company and each of
them were approved. Mr. Ernest T. Klinger became an executive officer of the
Company on June 21, 1999 pursuant to the employment agreement described in
"Executive Compensation and Other Matters Employment Agreements" above and was a
member of the Board of Directors when his Employment Agreement was approved.
However, Mr. Klinger abstained from voting with respect to the approval of his
Employment Agreement.
Certain of the members of the Company's Board of Directors or their
affiliates have entered into transactions or arrangements with the Company
during the past fiscal year which transactions and arrangements are described in
"Certain Relationships and Related Transactions" below.
REPORT OF THE BOARD OF DIRECTORS AS TO COMPENSATION
The Board of Directors makes this report on executive compensation
pursuant to Item 402 of Regulation S-K. Notwithstanding anything to the contrary
set forth in any of the Company's previous filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that might incorporate future filings, including this Proxy
Statement, in whole or in part, this report and the graph which follows this
report shall not be incorporated by reference into any such filings, and such
information shall be entitled to the benefits provided in Item 402(a)(9) of
Regulation S-K.
The Board of Directors, as a whole, reviews the performance of the
Company's officers and key employees. In such capacity, the Board administers
the executive compensation plans, reviews programs and policies, and monitors
the performance and compensation of executive officers and other key employees,
except for Mr. Motenko, Mr. Hennessy and Mr. Klinger, whose compensation is
established under Employment Agreements described elsewhere in this Proxy
Statement. See "Executive Compensation and Other Matters - Employment
Agreements." The Company's Option Committee makes recommendations regarding
option grants to executive officers and other employees pursuant to the
Company's 1996 Stock Option Plan.
As to executives and other key employees, other than Messrs. Motenko,
Hennessy and Klinger, the Board establishes compensation designed to achieve an
overall level of compensation which is competitive with other companies in the
restaurant industry in each geographical area in which the Company operates.
The Company's compensation program consists of three main components:
base salary, bonus and long term incentives in the form of stock options. The
bonus and long-term incentives constitute the "at risk" portion of the
compensation program. In general, compensation is determined based upon
individual performance, responsibility and achievement in light of the Company's
goals and expectations.
In general, the Board of Directors generally adheres to compensation
policies that are designed to (i) attract and retain individuals with
outstanding ability. (ii) motivate and reward such individuals for outstanding
performance, (iii) create a portion of the total compensation that is based on
the performance of the Company as well as of the individual employee and (iv)
within the foregoing basic parameters, compensate employees in the middle to the
top of the range of compensation offered by comparable companies.
As described above, the Board compensates its co-Chief Executive
Officers and its President pursuant to Employment Agreements previously approved
by the Board of Directors. Such Employment Agreements provide for basic
compensation as well as the possibility of significant additional bonus
compensation based upon formulas specifically tied to performance criteria for
the Company. With respect to Mr. Klinger, because the Board of Directors
believes that equity ownership by executives provides incentives to build
shareholder value and align the interests of executives with the shareholders,
the Board approved a significant option grant to Mr. Klinger upon commencement
of his employment as
14
<PAGE>
President of the Company. The Board believes that such option grant is
comparable to compensation granted to executives of comparable restaurant
companies.
Respectfully submitted,
Board of Directors
Paul A. Motenko
Jeremiah J. Hennessy
Ernest T. Klinger
Barry J. Grumman
Stanley B. Schneider
Mark A. James
Allyn R. Burroughs
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total
shareholder return on Common Stock against the cumulative return of the Standard
& Poor 500 Stock Index and the Media General Restaurant Group Index for the
period since the Company had its Initial Public Stock Offering on October 8,
1996. The graph assumes that $100 was invested at inception in the Common Stock
and in each of the indices that all dividends were reinvested.
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and certain other officers, directors and holders of 5% or
more of the shares of Common Stock of the Company have engaged in numerous
transactions as described below.
Paul Motenko and Jeremiah Hennessy advanced $204,028 to the Company in
the form of deferred salary ($125,000) and direct loans ($79,028). Messrs.
Motenko and Hennessy agreed to defer repayment of the loans without interest
until all of the Company's Series A Promissory Notes (the "Notes") issued in
connection with a January 1995 private placement were repaid. The direct loans
by Messrs. Motenko and Hennessy and deferred salaries were repaid in 1996.
On March 29, 1996, the Company acquired 26 restaurants, eight of which
were subsequently sold, located in Washington and Oregon by providing the
funding for a plan of reorganization filed with the U.S. Bankruptcy Court by
Pietro's Corporation, a Washington state corporation (the "Pietro's
Acquisition.") In order to finance the Pietro's Acquisition, on February 20,
1996, the Company sold to ASSI, Inc. and to Mr. Norton Herrick for $2,000,000
and $1,000,000, respectively, certain convertible notes (the "Convertible
Notes") pursuant to certain note purchase agreements (the "Note Purchase
Agreements") with substantially similar terms. Under the Note Purchase
Agreements, the Company issued to each of ASSI, Inc. and to Mr. Herrick,
Convertible Notes in the principal amounts of $2,000,000 and $1,000,000,
respectively, which Convertible Notes, plus accrued interest thereon, both
converted simultaneously with the closing of the Offering. The Convertible Note,
plus accrued interest thereon, issued to ASSI, Inc. converted into 500,000
shares of Common Stock and into warrants (the "ASSI Warrants") to purchase
3,000,000 shares of Common Stock. The Convertible Note, plus accrued interest
thereon, issued to Mr. Herrick converted into 250,000 shares of Common Stock and
into warrants (the "Herrick Warrants") to purchase 1,500,000 shares of Common
Stock (the ASSI Warrants and the Herrick Warrants are collectively referred to
herein as the "Special Warrants"). The 4,700,000 Special Warrants are each
exercisable for $5.50 per share and expire on April 8, 2002. In addition, in
connection with the above financing, the Company agreed subject to the terms of
the Note Purchase Agreements, to use its best reasonable efforts to cause one
individual designated by each of ASSI, Inc. and Mr. Norton Herrick to be elected
to the Board of Directors of the Company or to have such selected individuals
attend all meetings of the Board of Directors as non-voting advisors. ASSI,
Inc's nominee to the Board of Directors of the Company was Mr. Ernest T. Klinger
in 1997. During 1997 Assi, Inc. relinquished it's right to nominate a board
member or advisor. Mr. Herrick's nominee to the Board of Directors was Mr.
Steven Mayer. Mr. Herrick's right to designate a board member or advisor expired
in March of 1999.
On February 20, 1996, the Company entered into a consulting agreement
with ASSI, Inc. regarding the Pietro's Acquisition (the "Pietro's Consulting
Agreement"). Under this Agreement, ASSI, Inc. agreed to advise the Company in
connection with the reconstruction, expansion, marketing and strategic
development of the restaurants acquired from Pietro's. In consideration for such
services, the Company agreed to pay to ASSI, Inc. an annual fee equal to 5% of
Net Profits (as hereinafter defined) of the restaurants acquired under the plan
of reorganization and retained by the Company. No annual fee was required or
paid during 1998. As additional consideration for the consulting services, the
Company issued to ASSI, Inc. an additional aggregate of 100,000 Special Warrants
to purchase shares of common stock of the Company. The Pietro's Consulting
Agreement terminates was terminated in March 1999 pursuant to the Private
Placement described below.
On February 20, 1996, the Company entered into a consulting agreement
with ASSI, Inc. (the "Vegas Consulting Agreement") pursuant to which ASSI, Inc.
agreed to advise the Company with site selection and marketing and development
strategy for penetrating the Las Vegas, Nevada market. In consideration for such
services, the Company agreed to pay to ASSI, Inc. an annual fee equal to 10% of
Net Profits (as hereinafter defined) of any acquired Las Vegas restaurants. As
additional consideration for the consulting services, the Company issued to
ASSI, Inc. an additional 100,000 Special Warrants. The Vegas Consulting
Agreement was terminated in March 1999 pursuant to the Private Placement
described below.
In March 1999, the Company sold, through a private placement, 1,250,000
shares of its Common Stock to ASSI, Inc. (the "ASSI Transaction") in exchange
for a cash payment of $1,000,000, the termination of each of the Pietro's
Consulting Agreement and the Vegas Consulting Agreement, a release of any claims
that ASSI and its affiliates may have had against the Company or its affiliates
relating to the consulting agreements and prior investments by ASSI, Inc. and
its
16
<PAGE>
affiliates in the Company. In addition, ASSI, Inc. agreed to the cancellation of
the 3.2 million Special Warrants owned by it. The shares sold by the Company to
ASSI are subject to restrictions on resale including a right of first refusal in
favor of the Company or its designees. As an additional part of the
consideration for the common stock, ASSI, Inc. and Louis Habash, the controlling
shareholder of ASSI, Inc. agreed to finance or guarantee financing of potential
future development projects of the company, subject to project pre-commitment
approval, and agreed to cooperate in connection with any gaming or licensing
applications or proceedings involving the Company. In connection with its
investment, ASSI, Inc. received certain demand and piggyback registration rights
as well as a commitment from the Company to use its best efforts to have two of
the Company's directors be persons designated by ASSI, Inc. at each annual
meeting of shareholders occurring prior to March 2002. ASSI, Inc. also received
a commitment from Paul Motenko and Jeremiah Hennessy, the Company's then
principal executive officers, to vote their shares of common stock in favor of
ASSI, Inc.'s board nominees in certain circumstances. Such rights terminate at
such time as ASSI, Inc. and its affiliates no longer own at least 5 percent of
the company's outstanding common stock.
The Jacmar Companies ("Jacmar"), the Company's largest supplier of
product and paper goods, currently holds approximately 11.9% of the outstanding
Common Stock of the Company. As its main vendor, Jacmar has supplied the Company
with approximately $4,199,687 of merchandise in fiscal 1999. The Company
currently has an account payable to Jacmar of approximately $1,900,000 incurred
in the normal course of business.
Management believes that the transactions with the officers and/or
shareholders of the Company and their affiliates were made in terms no less
favorable than would have occurred with unaffiliated third parties. The Company
has adopted a policy not to engage in transactions with officers, directors,
principal shareholders or affiliates of any of them unless such actions have
been approved by a majority of the disinterested directors and are upon terms no
less favorable to the Company than could be obtained from an unaffiliated third
party in an arms length transaction.
Allyn Burroughs, a director of the Company, is an executive officer and
director of American Convenience Corp. and certain other business that are owned
and/or controlled by Louis Habash, the sole stockholder of ASSI, Inc. ASSI, Inc.
beneficially owns greater than 10% of the Company's outstanding Common Stock.
The law firms of Mark A. James, Ltd. and James, Driggs, Walch, Santoro, Kearney,
Johnston & Thompson have provided legal services to Louis Habash and/or his
affiliates.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2 ON PROXY CARD)
Action is to be taken by the shareholders at the Annual Meeting with
respect to the ratification of PricewaterhouseCoopers L.L.P. ("PWC"),
independent certified public accountants, as independent accountants for the
Company for the fiscal year ending December 31, 2000. PWC does not have and has
not had at any time any direct or indirect financial interest in the Company or
any of its subsidiaries and does not have and has not had at any time any
connection with the Company or any of its subsidiaries in the capacity of
promoter, underwriter, voting trustee, director, officer, or employee. Neither
the Company nor any officer or director of the Company has or has had any
interest in PWC.
The Board of Directors of the Company and its Audit Committee have
approved PWC as its independent accountants. Prior thereto, they have questioned
partners of that firm about its methods of operation and have received
assurances that any litigation or other matters involving it do not affect its
ability to perform as the Company's independent accountants.
Representatives of PWC will be present at the Annual Meeting, will have
an opportunity to make statements if they so desire, and will be available to
respond to appropriate questions.
Notwithstanding the ratification by shareholders of the appointment of
PWC, the Board of Directors or the Audit Committee may, if the circumstances
dictate, appoint other independent accountants.
17
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with the Securities and Exchange Commission concerning their holdings of, and
transactions in, securities of the Company. Copies of these filings must be
furnished to the Company.
To the Company's knowledge, based solely on a review of the copies of such
forms furnished to the Company and written representations from the Company's
executive officers and directors, the Company believes all filings required to
be made by executive officers, directors and greater than 10% beneficial owners
of the Company under Section 16 of the Securities Exchange Act of 1934 were made
on a timely basis.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
In order for a shareholder proposal to be included in the Board of
Directors' Proxy Statement for the next annual meeting of shareholders, such
proposal must be received at 16162 Beach Boulevard, Suite 100, Huntington Beach,
California 92647, Attention: Corporate Secretary, no later than the close of
business on July 31, 2001.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders containing its financial
statements for the fiscal year ended December 31, 1999, has been mailed
concurrently herewith. The Annual Report to Shareholders is not incorporated in
this Proxy Statement and is not deemed to be a part of the proxy solicitation
material. Any shareholder who does not receive a copy of such Annual Report to
Shareholders may obtain one by writing to the Company.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter which will be brought before the Annual Meeting.
However, if any other matter properly comes before the Annual Meeting, or any
adjournment thereof, the person or persons voting the proxies will vote on such
matters in accordance with their best judgment and discretion.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission (exclusive of Exhibits), will be furnished by
first class mail without charge to any person from whom the accompanying proxy
is solicited upon written request to: CHICAGO PIZZA & BREWERY, INC., 16162 BEACH
BOULEVARD, SUITE 100, HUNTINGTON BEACH, CALIFORNIA 92647, ATTENTION: CORPORATE
SECRETARY. If Exhibit copies are requested, a copying charge of $.20 per page
may be made.
By Order of the Board of Directors
PAUL A. MOTENKO
Co-Chief Executive Officer
Huntington Beach, California
November 6, 2000
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND TO DATE, SIGN, AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
18
<PAGE>
P R O X Y CHICAGO PIZZA & BREWERY, INC.
16162 BEACH BLVD., SUITE 100
HUNTINGTON BEACH, CALIFORNIA 92647
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 8, 2000
The undersigned hereby appoints Paul A. Motenko, Jeremiah J. Hennessy and
Ernest T. Klinger as proxies, each with the power to appoint his substitute, and
hereby authorizes them or either of them to represent at the annual meeting of
shareholders of Chicago Pizza & Brewery, Inc. to be held at 10:00 A.M. Pacific
Time, on December 8, 2000, at the Company's "BJ's Restaurant & Brewhouse" at 107
South 1st Street, Burbank, California, 91502 and at any adjournment thereof and
to vote all shares of common stock which the undersigned may be entitled to vote
at such meeting as follows:
1. / / FOR all nominees listed below (except as marked to contrary below)
/ / WITHHOLDING authority to vote for all the nominees listed below:
<TABLE>
<S> <C>
Paul A. Motenko Barry J. Grumman
Jeremiah J. Hennessy Stanley B. Schneider
Ernest T. Klinger Mark A. James
Allyn R. Burroughs
</TABLE>
INSTRUCTIONS: To withhold authority for any individual nominee, strike the
nominee's name listed above.
2. To ratify the appointment of PricewaterhouseCoopers L.L.P., as
independent accountants.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon any other
business which may properly come before the annual meeting or any adjournment
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR PROPOSALS 1 AND 2.
<PAGE>
Dated: ______________, 2000
___________________________
Signature of Shareholder
______________________________
Signature(s) if held jointly
This proxy should be signed
exactly as your name appears
hereon. Joint owners should
both sign. If signed by
Executors, Administrators,
Trustees and other persons
signing in representative
capacity, they should give
full titles.
PLEASE READ, COMPLETE, DATE, AND SIGN THIS PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.
