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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 4
Name of Issuer: Unique Casual Restaurants, Inc.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 909 15K 100
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
John Zoraian, c/o Atticus Capital L.L.C., 590 Madison Avenue,
32nd Floor, New York, New York 10022; (212) 829-8100
(Date of Event which Requires Filing of this Statement)
September 1, 1998
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 909 15K 100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Timothy R. Barakett
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
1,908,506
9. Sole Dispositive Power:
10. Shared Dispositive Power:
1,908,506
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,908,506
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
16.47%
14. Type of Reporting Person
IN
3
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CUSIP No.: 909 15K 100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Atticus Management, Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
820,200
9. Sole Dispositive Power:
10. Shared Dispositive Power:
820,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
820,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
7.08%
14. Type of Reporting Person
CO
5
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CUSIP No.: 909 15K 100
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Atticus International, Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
820,200
9. Sole Dispositive Power:
10. Shared Dispositive Power:
820,200
11. Aggregate Amount Beneficially Owned by Each Reporting Person
820,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
7.08%
14. Type of Reporting Person
CO
7
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The purpose of this Amendment No. 4 is to report that the
ownership of Timothy R. Barakett in the Common Stock, par value
$.01 per share (the "Shares"), of Unique Casual Restaurants, Inc.
(the "Issuer") has increased from 15.46% to 16.47% of the Shares
and to amend Items 4 and 6. All capitalized terms not defined
herein have the definitions given them in this Schedule 13D as
previously amended.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is being filed on behalf of Timothy R.
Barakett and Atticus Management, Ltd. (the "Manager")
and Atticus International, Ltd. (the "Fund" and,
together with Mr. Barakett and the Manager, sometimes
referred to as the "Reporting Persons"), each of which
is a British Virgin Islands international business
company. Mr. Barakett is the Managing Member of Atticus
Holdings, L.L.C. ("Holdings"), a Delaware limited
liability company that serves as the General Partner of
Atticus Partners, L.P. ("Atticus Partners") and Atticus
Qualified Partners, L.P. (together with Atticus
Partners, the "Partnerships"), each of which is a
Delaware limited partnership. He is also the managing
member of Atticus Capital, L.L.C. ("Capital"), which has
investment discretion over certain managed accounts (the
"managed accounts"), and the President of the Manager,
which serves as the Manager of the Fund. The principal
office of Mr. Barakett, the Partnerships, Holdings and
Capital is at 590 Madison Avenue, 32nd Floor, New York,
New York 10022. The Principal Office of the Manager is
at Citco Building, Wickhams Cay, P.O. Box 662, Road
Town, Tortola, British Virgin Islands. The principal
office of the Fund is at c/o CITCO Fund Services
(Curacao) N.V., Kaya Flamboyan 9, Curacao, Netherlands
Antilles.
None of the Reporting Persons, Holdings, Capital or the
Partnerships has, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any such
person, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
8
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Mr. Barakett is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Barakett is deemed to
beneficially own 1,908,506 Shares and the Manager and
the Fund are each deemed to beneficially own 820,200
Shares. All 1,908,506 Shares deemed to be owned by Mr.
Barakett are held by either the Partnerships, the Fund
or the managed accounts. The aggregate purchase price
for all the Shares of the Issuer that Mr. Barakett is
currently deemed to beneficially own is $12,946,377.43.
The aggregate purchase price for all the Shares of the
Issuer that the Manager and the Fund are currently
deemed to beneficially own is $5,554,022.09. The funds
for the purchase of the Shares held in the Partnerships,
the Fund or the managed accounts have come from the
working capital of the Partnerships, the Fund or the
managed accounts. The working capital of these entities
includes the proceeds of margin loans entered into in
the ordinary course of business with Bear, Stearns &
Co., Inc., such loans being secured by the securities
owned by them.
Item 4. Purpose of Transactions
On September 18, 1998, Atticus Partners sent to the
Issuer a notice of its intent to nominate persons for
election to the Board of Directors of the Issuer and to
propose a resolution at the Issuer's next annual meeting
of Stockholders to request that the Board of Directors
of the Issuer pursue a sale of the Issuer with a view to
enhancing stockholder value. A copy of this notice is
attached as Exhibit C and is incorporated herein by
reference.
Mr. Barakett, on behalf of the above mentioned entities,
reserves the right to purchase additional Shares or to
dispose of the Shares in the open market, in privately
negotiated transactions or in any other lawful manner in
the future and to take whatever action with respect to
each of such entities' holdings of the Shares he deems
to be in the best interests of such entities.
Item 5. Interest in Securities of Issuer
Based on the Issuer's most recent filing on Form 10-Q,
as of May 11, 1998 there were 11,585,230 Shares
outstanding. Therefore, Mr. Barakett may be deemed to
beneficially own 16.47% of the outstanding Shares and
the Manager and the Fund each may be deemed to own 7.08%
9
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of the outstanding Shares. None of the Partnerships or
any of the managed accounts by itself owns greater than
5% of the outstanding Shares. The Reporting Persons
have the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that they are
deemed to beneficially own. All transactions in the
Shares effected by Mr. Barakett in the sixty days prior
to September 1, 1998 were effected in open-market
transactions and are set forth in Exhibit B hereto.
Neither the Manager nor the Fund effected any
transactions in the Shares in the sixty days prior to
September 1, 1998.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On September 18, 1998, Atticus Capital, L.L.C., an
affiliate of the Partnerships ("Atticus Capital"),
entered into an agreement with James S. Goodwin (the
"New Director Agreement"), which provides that, if
Mr. Goodwin is elected as a director of the Issuer,
Atticus Capital will pay Mr. Goodwin an amount equal to
five percent (5%) of the proceeds above $4.875 per share
realized upon the sale or other disposition of the
Shares of the Issuer beneficially owned by the
Partnerships and the Fund. A copy of the New Director
Agreement is included in Exhibit C and is incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing agreement.
Exhibit B: As described in Item 5.
Exhibit C: Notice of Atticus Partners to the
Issuer of its intent to nominate persons for
election to the Board of Directors of the Issuer
and to propose business to be brought before the
1998 Annual Meeting of Stockholders.
10
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Signatures
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
ATTICUS MANAGEMENT, LTD.
By: /s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett, President
ATTICUS INTERNATIONAL, LTD.
By: ATTICUS MANAGEMENT, LTD.
Manager
By: /s/ Timothy Barakett
____________________________
Timothy R. Barakett, President
September 21, 1998
11
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment to
Schedule 13D dated September 21, 1998 relating to the Common
Stock of Unique Casual Restaurants, Inc. shall be filed on
behalf of the undersigned.
/s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett
ATTICUS MANAGEMENT, LTD.
By: /s/ Timothy R. Barakett
_____________________________
Timothy R. Barakett, President
ATTICUS INTERNATIONAL, LTD.
By: ATTICUS MANAGEMENT, LTD.
Manager
By: /s/ Timothy Barakett
____________________________
Timothy R. Barakett, President
September 21, 1998
12
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Exhibit B
SCHEDULE OF TRANSACTIONS - TIMOTHY R. BARAKETT
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
7/29/98 15,000 $6.96816666
7/30/98 25,000 7.0558
8/5/98 2,000 5.875
9/1/98 4,100 4.87743902439
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Exhibit C
_________
[Letterhead of Atticus Partners; L.P.]
September 21, 1998
BY HAND DELIVERY AND
BY CERTIFIED MAIL
(RETURN RECEIPT REQUESTED)
Unique Casual Restaurants, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, MA 01923
Attn: Secretary
Re: Notification of Stockholder's Intent to Nominate
Persons for Election to the Board of Directors
and to Propose Business to be Brought before
the 1998 Annual Meeting
Ladies and Gentlemen:
Pursuant to Article I, Section 2 and Article II, Section
3 of the Amended and Restated By-Laws (the "By-Laws") of Unique
Casual Restaurants, Inc. (the "Corporation"), Atticus Partners,
L.P. (the "Stockholder") hereby notifies the Corporation of the
Stockholder's intent at the Corporation's 1998 Annual Meeting
(the "Annual Meeting") (i) to nominate persons for election to
the Corporation's Board of Directors (the "Board") and (ii) to
propose that the stockholders of the Corporation adopt a
resolution as set forth below. This letter supersedes the letter
to the Corporation from the Stockholder dated September 18, 1998
and mailed on September 19, 1998.
Set forth below is the information required to be in the
Stockholder's notice to the Secretary of the Corporation in
accordance with Article I, Section 2 and Article II, Section 3 of
the By-Laws.
Proposal 1. If the Corporation nominates three persons
for election to the Board, then the Stockholder intends to
nominate the following three persons (the "Designees") for
election to the Board:
Timothy R. Barakett
James S. Goodwin
Nathaniel Rothschild
1
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If the Corporation nominates two persons for election to
the Board, then the Stockholder intends to nominate the following
two persons for election to the Board:
Timothy R. Barakett
James S. Goodwin
The information required under Article II, Section 3
with respect to each Designee is set forth on Exhibit A hereto.
The consent of each Designee to serve as a director of the
Corporation if elected is attached hereto as Exhibit B.
Atticus Capital, L.L.C., an affiliate of the Stockholder
("Atticus Capital"), has entered into an agreement with each of
the Designees (each, a "New Director Agreement"), which provides
that, if such Designee is elected as a director of the
Corporation, Atticus Capital would expect that such Designee
would receive from the Corporation the same compensation as is
currently paid to the Corporation's non-employee directors, which
Atticus Capital understands to be a quarterly retainer of $3,000
and a fee of $1,000 per meeting attended, plus travel expenses.
Pursuant to the New Director Agreements, Atticus Capital will pay
Mr. Goodwin an amount equal to five percent (5%) of the proceeds
above $4.875 per share realized upon the sale or other
disposition of shares of common stock, par value $0.01, of the
Corporation ("Common Stock") beneficially owned by the
Stockholder, Atticus Qualified Partners, L.P. and Atticus
International, Ltd. Messrs. Barakett and Rothschild are members
of Atticus Capital and will receive no additional compensation
for acting as Designees. In addition, the Stockholder has agreed
to indemnify each Designee against any and all losses, claims,
damages, judgments, liabilities and expenses of any kind that may
be incurred by such Designee arising out of or relating to his
service as a director designee for election to the Board. In the
case of any proceeding relating to any such claim, the
Stockholder will assume and control the defense thereof and will
pay attorneys' fees and expenses in connection therewith. Copies
of the New Director Agreements are attached hereto as Exhibit C.
Other than as disclosed in this letter and in Exhibit C
attached hereto, there are no arrangements or understandings
between the Stockholder and the Designees and any other persons
pursuant to which the nominations of the Designees are to be made
by the Stockholder.
Proposal 2. The Stockholder intends to propose that the
stockholders of the Corporation adopt a resolution requesting
that the Board pursue a sale of the Corporation with a view to
enhancing stockholder value.
2
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The Stockholder is encouraged by the Corporation's
recent actions involving the sale of its Fuddruckers, Inc.
subsidiary and believes that the Corporation has taken the first
step towards unlocking the hidden value of the Corporation for
its stockholders. The Stockholder is interested in working with
management to keep the Corporation on the path towards maximizing
stockholder value. The Stockholder makes Proposal 2 because it
believes that the action described therein will allow the
Corporation to realize greater value for the stockholders of the
Corporation than is likely to be realized by the continuation of
the Corporation as an independent public company.
The name and address, as they appear on the
Corporation's stock transfer books, of the Stockholder proposing
such business is as follows:
Name: Atticus Partners, L.P.
Address: 590 Madison Avenue
32nd Floor
New York, New York 10022
The class and number of shares of the Corporation's
capital stock that are held of record by the Stockholder is 10
shares of Common Stock. The class and number of shares of the
Corporation's capital stock which are beneficially owned by the
Stockholder is 276,906 shares of Common Stock. The Stockholder
does not represent by proxy any other shares of the Corporation's
capital stock.
The names and addresses of the beneficial owners of the
capital stock of the Corporation registered in the Stockholder's
name on the books of the Corporation, and the class and number of
shares of the Corporation's capital stock beneficially owned by
such beneficial owners, are listed on Exhibit D hereto.
Mr. Barakett is the Managing Member of Atticus Holdings,
L.L.C., a Delaware limited liability company that serves as the
general partner of the Stockholder and Atticus Qualified
Partners, L.P., which beneficially own 276,906 and 479,950 shares
of Common Stock, respectively. Mr. Barakett is also the
President of Atticus Management, Ltd., an international business
company organized under the laws of the British Virgin Islands
that serves as the manager of Atticus International, Ltd., which
beneficially owns 820,200 shares of Common Stock. Mr. Barakett
is also the Managing Member of Atticus Capital, which has
investment discretion with respect to certain managed accounts
(the "Managed Accounts"), which collectively beneficially own
331,450 shares of Common Stock. Mr. Barakett is therefore deemed
to be the beneficial owner of 1,908 506 shares of Common Stock,
which include all shares of Common Stock owned by the
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Stockholder, Atticus Qualified Partners, L.P., Atticus
International, Ltd. and the Managed Accounts. Mr. Barakett does
not hold any shares of Common Stock of record and does not
represent any other shares of Common Stock by proxy. His address
is c/o Atticus Capital, L.L.C., 590 Madison Avenue, 32nd Floor,
New York, New York 10022. Other than as set forth herein, there
are no other stockholders known by the Stockholder to support
Proposal 1 and Proposal 2 (collectively, the "Stockholder
Proposals").
Neither the Stockholder nor any other stockholder known
to be supporting the Stockholder Proposals has any material
interest in the Stockholder Proposals other than as a stockholder
of the Corporation that is interested in maximizing stockholder
value of the Corporation through its stock ownership.
The Stockholder represents that it is a stockholder of
record of the Corporation entitled to vote at the Annual Meeting,
which the Stockholder anticipates will be held on or about
December 9, 1998, and that the Stockholder intends to appear in
person or by a representative at the Annual Meeting to nominate
the Designees as set forth in Proposal 1 and to make Proposal 2.
Notwithstanding the foregoing, to the fullest extent
permitted by law, the Stockholder reserves the right, in its sole
discretion, to modify or amend any or both of the Stockholder
Proposals, to decline to propose any or both of the Stockholder
Proposals and to propose additional matters.
Very truly yours,
ATTICUS PARTNERS, L.P.
By: Atticus Holdings, L.L.C.,
its General Partner
By: /s/ Timothy R. Barakett
____________________________
Name: Timothy R. Barakett
Title: Managing Member
4
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EXHIBIT A
Information Required under Section 3 of Article II of the Amended
and Restated By-Laws of the Corporation with Respect to Each
Person whom the Stockholder Proposes to Nominate for Election as
a Director.
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(I) Name: Timothy R. Barakett
Age: 33
Business Address: Atticus Capital, L.L.C.
590 Madison Avenue
32nd Floor
New York, New York 10022
Residence Address: 1 West 67th Street
New York, New York 10023
(II) Principal Occupation or Employment: President and Managing
Member, Atticus Capital, L.L.C.
(III) The class and number of shares of the Corporation's
capital stock which are beneficially owned* by the
Designee as of September 18, 1998:
1,908,506 shares of Common Stock
__________________________
* As defined in Section 13d-3 of the Securities Exchange Act
of 1934, as amended.
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(I) Name: James S. Goodwin
Age: 42
Business Address: 39 East 79th Street
New York, New York 10021
Residence Address: 39 East 79th Street
New York, New York 10021
(II) Principal Occupation or Employment: Private Investor
(III) The class and number of shares of the Corporation's
capital stock that are beneficially owned* by the
Designee as of September 18, 1998:
None
__________________________
* As defined in Section 13d-3 of the Securities Exchange Act
of 1934, as amended.
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(I) Name: Nathaniel Rothschild
Age: 27
Business Address: Atticus Management (Bermuda) Ltd.
One Lane Hill
Pembroke HM-19
Bermuda
Residence Address: 9 Lone Palm Drive
Pembroke HM-19
Bermuda
(II) Principal Occupation or Employment: Investment Analyst,
Atticus Management (Bermuda) Ltd.
(III) The class and number of shares of the Corporation's
capital stock that are beneficially owned* by the
Designee as of September 18, 1998:
None
__________________________
* As defined in Section 13d-3 of the Securities Exchange Act
of 1934, as amended.
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EXHIBIT B
Consents of Each Designee to Serve as a Director if Elected.
<PAGE>
September 18, 1998
Atticus Partners, L.P.
590 Madison Ave.
32nd Floor
New York, New York 10022
Ladies and Gentlemen:
I hereby consent to be nominated by Atticus Partners,
L.P. for election as a director of Unique Casual Restaurants,
Inc. (the "Company") at the Company's 1998 Annual Meeting of
Stockholders and to serve as a director of the Company if
elected.
Very truly yours,
/s/ Timothy R. Barakett
______________________
Timothy R. Barakett
<PAGE>
September 18, 1998
Atticus Partners, L.P.
590 Madison Ave.
32nd Floor
New York, New York 10022
Ladies and Gentlemen:
I hereby consent to be nominated by Atticus Partners,
L.P. for election as a director of Unique Casual Restaurants,
Inc. (the "Company") at the Company's 1998 Annual Meeting of
Stockholders and to serve as a director of the Company if
elected.
Very truly yours,
/s/ James S. Goodwin
____________________
James S. Goodwin
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September 18, 1998
Atticus Partners, L.P.
590 Madison Ave.
32nd Floor
New York, New York 10022
Ladies and Gentlemen:
I hereby consent to be nominated by Atticus Partners,
L.P. for election as a director of Unique Casual Restaurants,
Inc. (the "Company") at the Company's 1998 Annual Meeting of
Stockholders and to serve as a director of the Company if
elected.
Very truly yours,
/s/ Nathaniel Rothschild
____________________
Nathaniel Rothschild
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EXHIBIT C
New Director Agreements.
<PAGE>
ATTICUS CAPITAL, L.L.C.
September 18, 1998
Atticus Capital, L.L.C.
590 Madison Ave.
32nd Floor
New York, New York 10022
Dear Mr. Barakett:
Atticus Capital, L.L.C. ("Atticus Capital") has requested that
you stand for election as director of Unique Casual Restaurants,
Inc. (the "Corporation") at its 1998 Annual Meeting of
Stockholders (the "Annual Meeting") as a designee of Atticus
Partners, L.P. ("Atticus Partners"). You have agreed to be so
nominated and to serve if elected.
You will not receive any additional compensation from Atticus
Capital for acting as the designee of Atticus Partners. If you
are elected as a director, Atticus Capital would expect that you
would receive from the Corporation the same fees that are
currently paid to the Corporation's directors, which we
understand to be a quarterly retainer of $3,000 and $1,000 per
meeting attended, plus travel expenses.
In addition, Atticus Partners hereby agrees to indemnify you
against any and all losses, claims, damages, judgments,
liabilities and expenses of any kind that you may incur arising
out of or relating to your service as a nominee for election to
the Board of Directors of the Corporation. In the case of any
proceeding relating to any such claim, Atticus Partners will
assume and control the defense thereof and shall pay attorneys'
fees and expenses in connection therewith.
The indemnification herein will be in addition to your rights to
indemnification upon your election as a director of the
Corporation provided by Delaware law and the Corporation's
Restated Certificate of Incorporation and Amended and Restated
By-Laws.
<PAGE>
Please indicate your acknowledgment of the agreement to the terms
hereof by signing in the space provided below.
Very truly yours,
ATTICUS CAPITAL, L.L.C.
By: /s/ Timothy R. Barakett
__________________________
Name: Timothy R. Barakett
Title: Managing Member
Acknowledged and Agreed this
18th day of September, 1998.
/s/ Timothy R. Barakett
__________________________
Timothy R. Barakett
Acknowledged and Agreed this
18th day of September, 1998
ATTICUS PARTNERS, L.P.
By: Atticus Holdings, L.L.C.,
its General Partner
By: /s/ Timothy R. Barakett
__________________________
Name: Timothy R. Barakett
Title: Managing Member
2
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ATTICUS CAPITAL, L.L.C.
September 18, 1998
Atticus Capital, L.L.C.
590 Madison Ave.
32nd Floor
New York, New York 10022
Dear Mr. Rothschild:
Atticus Capital, L.L.C. ("Atticus Capital") has requested that
you stand for election as director of Unique Casual Restaurants,
Inc. (the "Corporation") at its 1998 Annual Meeting of
Stockholders (the "Annual Meeting") as a designee of Atticus
Partners, L.P. ("Atticus Partners"). You have agreed to be so
nominated and to serve if elected.
You will not receive any additional compensation from Atticus
Capital for acting as the designee of Atticus Partners. If you
are elected as a director, Atticus Capital would expect that you
would receive from the Corporation the same fees that are
currently paid to the Corporation's directors, which we
understand to be a quarterly retainer of $3,000 and $1,000 per
meeting attended, plus travel expenses.
In addition, Atticus Partners hereby agrees to indemnify you
against any and all losses, claims, damages, judgments,
liabilities and expenses of any kind that you may incur arising
out of or relating to your service as a nominee for election to
the Board of Directors of the Corporation. In the case of any
proceeding relating to any such claim, Atticus Partners will
assume and control the defense thereof and shall pay attorneys'
fees and expenses in connection therewith.
The indemnification herein will be in addition to your rights to
indemnification upon your election as a director of the
Corporation provided by Delaware law and the Corporation's
Restated Certificate of Incorporation and Amended and Restated
By-Laws.
<PAGE>
Please indicate your acknowledgment of the agreement to the terms
hereof by signing in the space provided below.
Very truly yours,
ATTICUS CAPITAL, L.L.C.
By: /s/ Timothy R. Barakett
_______________________
Name: Timothy R. Barakett
Title: Managing Member
Acknowledged and Agreed this
18th day of September, 1998.
/s/ Nathaniel Rothschild
__________________________
Nathaniel Rothschild
Acknowledged and Agreed this
18th day of September, 1998
ATTICUS PARTNERS, L.P.
By: Atticus Holdings, L.L.C.,
its General Partner
By: /s/ Timothy R. Barakett
__________________________
Name: Timothy R. Barakett
Title: Managing Member
2
<PAGE>
ATTICUS CAPITAL, L.L.C.
September 18, 1998
Mr. James S. Goodwin
39 East 79th Street
New York, New York 10021
Dear Mr. Goodwin:
Atticus Capital, L.L.C. ("Atticus Capital") has requested that
you stand for election as director of Unique Casual Restaurants,
Inc. (the "Corporation") at its 1998 Annual Meeting of
Stockholders (the "Annual Meeting") as a designee of Atticus
Partners, L.P. ("Atticus Partners"). You have agreed to be so
nominated and to serve if elected.
In consideration of the time and effort involved in your serving
as a director designee of Atticus Partners, Atticus Capital
agrees to pay you a sum equal to five percent (5%) of the
proceeds above $4.875 per share realized upon the sale or other
disposition of shares of common stock, par value $0.01, of the
Corporation (the "Common Stock) beneficially owned by Atticus
Partners, Atticus Qualified Partners, L.P. and Atticus
International, Ltd. In addition, if you are elected as a
director, Atticus Capital would expect that you would receive
from the Corporation the same fees as are currently paid to the
Corporation?s directors, which we understand are a quarterly
retainer of $3,000 and $1,000 per meeting attended, plus travel
expenses.
In addition, Atticus Partners hereby agrees to indemnify you
against any and all losses, claims, damages, judgments,
liabilities and expenses of any kind that you may incur arising
out of or relating to your service as a nominee for election to
the Board of Directors of the Corporation. In the case of any
proceeding relating to any such claim, Atticus Partners will
assume and control the defense thereof and shall pay attorneys?
fees and expenses in connection therewith.
The indemnification herein will be in addition to your rights to
indemnification upon your election as a director of the
Corporation provided by Delaware law and the Corporation?s
Restated Certificate of Incorporation and Amended and Restated
By-Laws.
<PAGE>
Please indicate your acknowledgment of the agreement to the terms
hereof by signing in the space provided below. This agreement
may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
Very truly yours,
ATTICUS CAPITAL, L.L.C.
By: /s/ Timothy R. Barakett
________________________________
Name: Timothy R. Barakett
Title: Managing Member
Acknowledged and Agreed this
18th day of September, 1998.
/s/ James S. Goodwin
__________________________
James S. Goodwin
Acknowledged and Agreed this
18th day of September, 1998
ATTICUS PARTNERS, L.P.
By: Atticus Holdings, L.L.C.,
its General Partner
By: /s/ Timothy R. Barakett
__________________________
Name: Timothy R. Barakett
Title: Managing Member
<PAGE>
EXHIBIT D
Beneficial Owners of the Corporation's Capital Stock
Registered in the Stockholder's Name.
<PAGE>
Beneficial Owners of the Corporation's Capital Stock
Number of Shares
Name and Address Class of Shares Beneficially Owned
Mr. Timothy R. Barakett Common Stock 1,908,506*
Atticus Capital, L.L.C.
590 Madison Ave.
32nd Floor
New York, NY 10022
_____________________
* Mr. Barakett is the Managing Member of Atticus Holdings,
L.L.C., a Delaware limited liability company that serves as
the general partner of the Stockholder and Atticus Qualified
Partners, L.P., which beneficially own 276,906 and 479,950
shares of Common Stock, respectively. Mr. Barakett is also
the President of Atticus Management, Ltd., an international
business company organized under the laws of the British
Virgin Islands that serves as the manager of Atticus
International, Ltd., which beneficially owns 820,200 shares
of Common Stock. Mr. Barakett is also the Managing Member of
Atticus Capital, which has investment discretion with respect
to the Managed Accounts, which collectively beneficially own
331,450 shares of Common Stock. Mr. Barakett is therefore
deemed to be the beneficial owner of all shares of Common
Stock owned by the Stockholder, Atticus Qualified Partners,
L.P., Atticus International, Ltd. and the Managed Accounts.
02090003.AH6
