UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 8
Under the Securities Exchange Act of 1934
Unique Casual Restaurants, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
909 15K 100
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(CUSIP Number)
John Zoraian
c/o Atticus Capital L.L.C.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 829-8100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 10, 1999
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(Date of Event which Requires Filing of this Statement)
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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(e), 13d-1(f) or 13d-1(g), check the following box
|_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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
disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 19 Pages
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 2 of 19 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy R. Barakett
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7
NUMBER OF SOLE VOTING POWER
SHARES -0-
------- ----------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 1,908,506
------- ----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
-0-
------- ----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,908,506
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,908,506
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.44%
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14
TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 909 15K 100 Page 3 of 19 Pages
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1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atticus Qualified Partners, L.P.
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS*
WC
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5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7
NUMBER OF SOLE VOTING POWER
SHARES -0-
------- ----------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 607,450
------- ----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
-0-
------- ----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
607,450
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
607,450
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.22%
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14
TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 4 of 19 Pages
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The purpose of this Amendment No. 8 is to report that Atticus Partners
has entered into an agreement with the Issuer regarding the appointment of
Messrs. Timothy R. Barakett and James S. Goodwin to the Issuer's board of
directors and has withdrawn its solicitation of proxies with respect to the
election of directors at the Issuer's 1998 annual meeting. The agreement is
incorporated herein by reference and more fully described below under Item 4.
Additionally, Atticus Qualified Partners, L.P. is now a reporting person and has
been since December 22, 1998. 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.
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding the following paragraph at
the end of the current response:
"On March 10, 1999, the Issuer, Messrs. E.L. Cox, Joseph W. O'Donnell,
Alan D. Schwartz and Ms. Erline Belton, each of whom is currently a member of
the Issuer's board of directors (the "Board"), Atticus Partners and Messrs.
Timothy R. Barakett and James S. Goodwin (the "Atticus Representatives") entered
into an agreement (the "Settlement Agreement") pursuant to which the Issuer has
agreed to amend its by-laws to increase the size of the Board to seven members
and to appoint the Atticus Representatives to the Board as Class I Directors,
whose terms shall expire in 2000. The Issuer has further agreed to amend its
by-laws to provide that, in the event a definitive agreement for the sale,
merger or other business combination involving the Issuer is not entered into by
May 31, 1999, or any such definitive agreement is terminated by any party
thereto, the number of directors on the Board shall be fixed at five members and
two directors, other than the Atticus Representatives, will voluntarily resign.
In addition, the size of the Board may not thereafter be increased to more than
five members, except by a vote of the full Board, with four out of the five
votes being required for approval. Atticus Partners has agreed to terminate its
solicitation of proxies with respect to, and not to vote any proxies it has
already received at, the 1998 annual meeting of stockholders of the Issuer (the
"1998
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 5 of 19 Pages
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Meeting"). In addition, Mr. Barakett has agreed to vote all of the shares of the
Issuer's common stock owned by him, or over which he has voting control, at the
1998 Meeting for the election to the Board of Ms. Erline Belton and Mr. Joseph
W. O'Donnell. A copy of the Settlement Agreement is attached as Exhibit A and is
incorporated herein by reference."
Item 5. Interest in Securities of the Issuer.
No change.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
"As more fully described above in Item 4, Atticus Partners, Messrs.
Timothy R. Barakett and James S. Goodwin, the Issuer and each current
non-employee director of the Issuer have entered into the Settlement Agreement,
which is attached as Exhibit A and incorporated herein by reference."
Item 7. Material to be Filed as Exhibits.
Exhibit A: The Settlement Agreement, dated as of March 10, 1999,
by and among the Issuer, E.L. Cox, Erline Belton, Joseph
W. O'Donnell, Alan D. Schwartz, Atticus Partners, L.P.,
Timothy R. Barakett and James S. Goodwin.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 6 of 19 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 11, 1999
/s/ Timothy R. Barakett
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Timothy R. Barakett
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 7 of 19 Pages
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Exhibit A
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MARCH 10, 1999 SETTLEMENT AGREEMENT
-----------------------------------
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 8 of 19 Pages
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UNIQUE CASUAL RESTAURANTS, INC.
One Corporate Place
55 Ferncroft Road
Danvers, Massachusetts 01923-4001
March 10, 1999
PRIVATE AND CONFIDENTIAL
Atticus Partners, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
Ladies and Gentlemen:
This letter agreement confirms our mutual understanding concerning
certain matters related to (i) the solicitation of proxies by Atticus Partners,
L.P. (the "Stockholder") in connection with the 1998 Annual Meeting of
Stockholders (the "1998 Annual Meeting") of Unique Casual Restaurants, Inc., a
Delaware corporation (the "Company"), (ii) the appointment of Timothy R.
Barakett ("Barakett") and James S. Goodwin (together with Barakett, the "Atticus
Designees") to the Company's Board of Directors and (iii) the election of
Directors at the 1998 Annual Meeting.
In consideration of the mutual covenants and agreements herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Representations and Warranties.
(a) The Stockholder and each Atticus Designee hereby represents and
warrants with respect to itself or himself that this letter agreement has been
duly executed and delivered by the Stockholder or such Atticus Designee, as the
case may be, and that this letter agreement is a valid and binding obligation of
the Stockholder or such Atticus Designee, as the case may be, enforceable
against the Stockholder or such Atticus Designee, as the case may be, in
accordance with its terms.
(b) The Company hereby represents and warrants that this letter
agreement has been duly executed and delivered by the Company and that this
letter agreement is a valid and binding obligation of the Company enforceable
against the Company in accordance with its
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 9 of 19 Pages
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Atticus Partners, L.P.
March 10, 1999
Page 2
terms.
(c) Messrs. E.L. Cox, Alan D. Schwartz, and Joseph W. O'Donnell and Ms.
Belton hereby represents and warrants with respect to himself or herself that
this letter agreement has been duly executed and delivered by such Director and
that their personal agreement set forth in Section 3(f) hereof is a valid and
binding obligation of such Director enforceable against such Director in
accordance with its terms. Donald C. Moore and Messrs. Cox, Schwartz and
O'Donnell and Ms. Belton shall hereafter be referred to as the "Continuing
Directors."
(d) Barakett hereby represents and warrants that as of the record date
with respect to the 1998 Annual Meeting currently called for March 17, 1999 (the
"1998 Meeting") and as of the date hereof: (i) he was and is the beneficial
owner (as determined in accordance with the Rule 13d-3 promulgated under the
Securities Exchange Act of 1934 (the "1934 Act")) of 1,908,506 shares of the
Company's Common Stock; and (ii) except for such shares, neither Barakett nor
any of his affiliates beneficially owns any voting securities, or any securities
convertible into or exchangeable for any voting securities, or options,
warrants, contractual rights or other rights of any kind to acquire or vote any
voting securities or any securities convertible into or exchangeable for any
voting securities of the Company.
2. 1998 Meeting. The Company agrees that it will hold the 1998
Annual Meeting prior to April 15, 1999.
3. Composition of Board of Directors.
(a) The Company agrees that it will, concurrently herewith, duly adopt
a resolution to increase the size of the Board of Directors to seven (7) members
pursuant to Article II, Section 2 of the Company's By-Laws and to appoint as
Class I Directors of the Company pursuant to Article II, Section 3 of the
Company's By-Laws, the Atticus Designees. The Company further agrees that it
will not, prior to the 1999 Annual Meeting, take any action to increase the size
of the Board of Directors to more than seven (7) members.
(b) The Company agrees that if at any time an Atticus Designee
(including Messrs. Barakett and Goodwin or their successors) shall leave his
position on the Board of Directors, whether through resignation or otherwise,
other than a result of the failure of such Atticus Designee to be elected as a
member of the Company's Board of Directors at a duly called and held meeting of
the Company's stockholders, the Stockholder shall have the power to nominate the
successor of such departing Atticus Designee to serve out the remainder of the
term of such departing Atticus Designee. Upon such nomination, the Chairman of
the Board shall call a meeting of the Board of Directors for the purpose of
appointing such nominee and
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 10 of 19 Pages
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Atticus Partners, L.P.
March 10, 1999
Page 3
the remaining Atticus Designee and the Continuing Directors agree to vote to
appoint such nominee to the Board of Directors.
(c) The Atticus Designees and the Stockholder agree that if at any time
a Continuing Director (including Messrs. Cox, Schwartz, Moore or O'Donnell or
Ms. Belton or their successors) shall leave his or her position on the Board of
Directors, whether through resignation or otherwise, other than a result of the
failure of such Continuing Director to be elected as a member of the Company's
Board of Directors at a duly called and held meeting of the Company's
stockholders, the Continuing Directors, acting by majority vote, shall have the
power to nominate designate the successor of such departing Continuing Director
to serve out the remainder of the term of such departing Continuing Director.
Upon such nomination, the Chairman of the Board shall call a meeting of the
Board of Directors for the purpose of appointing such nominee and the Atticus
Designees and the Continuing Directors agree to vote to appoint such nominee to
the Board of Directors.
(d) Each of the Atticus Designees and the Stockholder hereby agrees (i)
to cooperate with the Company in the preparation of its proxy statement relating
to the 1998 Meeting in accordance with the 1934 Act and the rules and
regulations under the 1934 Act and (ii) promptly to provide the Company with any
and all information required or necessary pursuant to Schedule 14A of Rule
14a-101 promulgated under the 1934 Act.
(e) The Company agrees that the Board of Directors shall establish a
committee of the Board of Directors (the "Strategic Committee") pursuant to
Article II, Section 12 of the By-Laws of the Company to consist of two (2)
directors, which initially shall be Timothy R. Barakett (the "Atticus
Representative") and Alan D. Schwartz (the "Continuing Board Representative").
The Board of Directors shall delegate to the Strategic Committee the exclusive
power and authority to (i) control and/or oversee the negotiation, preparation
and performance of any agreement with respect to a sale, merger or other
business combination involving the Company (a "Sale Transaction") and provide a
recommendation to the full Board of Directors concerning any potential Sale
Transaction, provided that the Company shall not in any event enter into a
definitive agreement with respect to a Sale Transaction without the approval of
the full Board of Directors and (ii) review and evaluate the Company's executive
officers in light of the Company's strategic needs and objectives and take
action in connection therewith, including entering into, amending or terminating
employment agreements and related matters with respect to duties,
responsibilities, terms of employment and the like. The size and composition of
the Strategic Committee can only be changed by the full Board of Directors of
the Company acting with the approval of a Required Majority of Directors. For
purposes of this letter agreement, "Required Majority" shall mean: (x) four (4)
Directors, if
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 11 of 19 Pages
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Atticus Partners, L.P.
March 10, 1999
Page 4
the Board of Directors consists of five (5) members, and (y) six (6) Directors,
if the Board of Directors consists of seven (7) members. The Strategic Committee
shall conduct business strictly in accordance withe the following rules, which
can only be amended by the full Board of Directors of the Company acting with
the approval of a Required Majority of Directors:
(A) Meetings. Meetings of the Strategic Committee may be called by
either member of the committee orally or in writing and
members may participate by means of conference telephone in
accordance with Article II, Section 7 of the By-Laws of the
Company.
(B) Quorum. At any meeting of the Strategic Committee both members
of the committee shall constitute a quorum and under no
circumstances shall a quorum exist at any meeting, including
an adjourned meeting, with or without notice, unless both
members of the committee are present.
(C) Action. At any meeting of the Strategic Committee at which a
quorum is present, action may only be taken with the approval
of both members of the committee. No action may be taken by
the Strategic Committee without a meeting.
(D) Deadlocked Committee. If the Strategic Committee is not
able to hold a meeting due to the lack of a quorum or is not
able to act at a meeting due to the lack of approval of the
proposed action by one of the members of the committee, either
member of the Strategic Committee may request that the
Chairman call a meeting of the full Board of Directors to
consider and/or act upon the matter to be considered and/or
acted upon by the Strategic Committee, and the Chairman shall
be obligated to call such a meeting as soon as reasonably
practicable in accordance with Article II of the By-Laws of
the Company to consider and/or act on such matter.
(E) Removal; Vacancies. If at any time the Atticus Representative
shall leave his position on the Strategic Committee, whether
through resignation or otherwise, the remaining Atticus
Designees shall have the power to nominate a replacement
Atticus Representative selected among the Atticus Designees.
Upon such nomination, the Chairman of the Board of Directors
shall call a meeting of the Board of Directors for the purpose
of appointing such successor Atticus Representative and the
Continuing Directors and the Atticus Designees agree to vote
to appoint such successor Atticus Representative. If at any
time the Continuing Board Representative shall leave his
position on the Strategic
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 12 of 19 Pages
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Atticus Partners, L.P.
March 10, 1999
Page 5
Committee, whether through resignation or otherwise, a
majority of the Continuing Directors shall have the power to
nominate a replacement Continuing Board Representative
selected from among the Continuing Directors. Upon such
nomination, the Chairman of the Board of Directors shall call
a meeting of the Board of Directors for the purpose of
appointing such successor Continuing Board Representative and
the Continuing Directors and the Atticus Designees agree to
vote to appoint such successor Continuing Board
Representative.
(f) The Company agrees that, in the event that (i) on or before May 31,
1999 ("Target Date") the Company does not enter into a definitive agreement with
respect to a Sale Transaction or (ii) any such definitive agreement is
terminated by any party for any reason prior to consummation of the Sale
Transaction (either event described in clause (i) or (ii) being referred to
herein as a "Triggering Event"), as promptly as practicable after the date of
the Triggering Event the Board of Directors will duly adopt a resolution to
reduce the number of members of the Company's Board of Directors to five (5) and
will not thereafter take any action to increase the size of the Company's Board
of Directors to more than five (5) members unless such increase is approved by
the full Board of Directors of the Company acting with the approval of a
Required Majority of Directors. The Target Date may be extended one or more
times without limitation by the Strategic Committee. If after the occurrence of
a Triggering Event the Board of Directors is reduced to five (5) members, two
(2) of the Continuing Directors (or such lesser number as may be necessary to
reduce the size of the Board of Directors to five (5) members) selected by a
majority of the Continuing Directors (or failing such selection, selected by Mr.
Cox as Chairman) shall voluntarily resign, effective as of the date of the
Triggering Event, as members of the Board of Directors. Each of Messrs. Cox,
Schwartz and O'Donnell and Ms. Belton hereby agree that, if requested to resign
in accordance with the foregoing sentence, they shall immediately tender their
resignation to the Company.
(g) With respect to Sections 2(a) and 2(f) hereof, the Company agrees
that it will, immediately upon the appointment of the Atticus Designees to the
Board of Directors, amend: (i) Article II, Section 2 of its Amended and Restated
By-laws (the "By-laws") to provide that the size of the Board of Directors shall
not exceed seven (7) members and that, upon the taking of any action pursuant to
Section 2(f) hereof to reduce the size of the Board of Directors to five (5)
members, the size of the Board of Directors shall not exceed five (5) members;
and (ii) Article VI, Section 7(a) of the By-laws to provide that Article II,
Section 2 of the Bylaws may not be amended except by the full Board of Directors
acting with the approval of a Required Majority of Directors.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 13 of 19 Pages
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Atticus Partners, L.P.
March 10, 1999
Page 6
4. Stockholder Nominations. The Stockholder hereby withdraws any and
all nominations of candidates for election as Directors of the Company at the
1998 Meeting previously submitted to the Company. Barakett and his affiliates
agree not to submit or cause the submission of any proposals or nominations of
candidates for election as Directors of the Company at the 1998 Meeting, and no
nominees thereof shall be placed on the ballot or otherwise considered at the
1998 Meeting. Effective immediately, the Stockholder shall terminate any
"solicitation" (as such term is defined in the proxy rules of the Securities and
Exchange Commission) of proxies with respect to the 1998 Meeting. With respect
to all proxies solicited to date by or on behalf of the Stockholder, the
Stockholder agrees not to vote, deliver or otherwise use, or attempt to vote,
deliver or use, such proxies. Mr. Barakett and his affiliates hereby agree not
to solicit any proxies from the date hereof with respect to the 1998 Meeting,
except on behalf of the Company.
5. Agreement Not to Sue. Each of the Atticus Representatives and the
Stockholder hereby agree to waive his, her or its right to challenge the change
in the number and the identity of directors to be nominated at the 1998 Meeting
as set forth herein. Each of the Atticus Representatives and the Stockholder
further hereby agrees to forbear from commencing any and all civil litigation
against the Company relating to the change described in the preceding sentence.
Notwithstanding the foregoing, the terms of this Section shall not limit the
right of the parties hereto to enforce their respective rights under this letter
agreement.
6. Voting. Barakett hereby agrees that he will (i) vote or cause to be
voted all shares of the Company's Common Stock beneficially owned by him or over
which he exercises voting control for the election of the nominees designated by
the Board of Directors with respect to the 1998 Annual Meeting (Ms. Belton and
Mr. O'Donnell); and (ii) if requested by the Company, take all reasonable
actions to ensure that he carries out his obligations under this Section 6
including, without limitation, delivering signed proxies for all shares of
Common Stock owned beneficially by Barakett to the Company's designees to be
voted by such designees in accordance with the terms of clause (i) of this
Section 6 at the 1998 Meeting and/or execute such other documents as the Company
may reasonably request in order to confirm that he has complied with his
obligations under this Section 6.
7. Expenses. Simultaneously with the execution and delivery of this
letter agreement, the Company is delivering to the Stockholder a check in the
amount of $150,000 made payable to Atticus Capital, LLC for the benefit of the
Stockholder and its affiliates as a group as reimbursement for a portion of the
out-of-pocket fees and expenses incurred by the Stockholder and its affiliates
to date in connection with their solicitation of the Company's stockholders. The
Stockholder agrees that the payment referred to above shall constitute
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 14 of 19 Pages
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Atticus Partners, L.P.
March 10, 1999
Page 7
payment in full by the Company with respect to any fees or expenses incurred or
to be incurred by or on behalf of the Stockholder and the Atticus Designees in
connection with the matters referred to in this letter agreement, including
without limitation any Sale Transaction and the operation of the Strategic
Committee.
8. Public Announcement; Publicity.
(a) The Company and the Atticus Designees shall consult with each other
before issuing any press release or otherwise making any public statements or
making any filing with the Securities and Exchange Commission, including,
without limitation, a Current Report on Form 8-K or a Schedule 13D, with respect
to this letter agreement and the matters contemplated herein and shall not issue
any such press release or make any such public statement or filing with the
Securities and Exchange Commission with respect to this letter agreement and the
matters contemplated herein without the prior consent of (i) a majority of the
Continuing Directors and (ii) the Atticus Designees, which consents in each case
shall not be unreasonably withheld; provided, however, that either the Company
or the Stockholder or any of their respective affiliates may, without the prior
consent of the other persons, as the case may be, issue such press release or
make such public statement or filing with the Securities Exchange Commission
with respect to this letter agreement and the matters contemplated herein as may
be required by law or the applicable rules of Nasdaq if it has used its best
efforts to consult with such other person and to obtain such other person's
consent but has been unable to do so in a timely manner. In this regard, the
Company shall after consultation with and the consent of the Stockholder, make a
public announcement of the matters contemplated by this letter agreement no
later than (i) the close of trading on the Nasdaq Stock Market on the day this
letter agreement is signed, if such signing occurs during the business day or
(ii) the opening of trading on the Nasdaq Stock Market on the business day
following the date on which this Agreement is signed, if such signing does not
occur during the business day.
(b) None of Barakett, the Stockholder, or his or its affiliates
(collectively, "Atticus"), on the one hand, or the Company or any of its
directors, officers, employees and affiliates (collectively, "Unique"), on the
other hand, shall, directly or indirectly make or issue or cause to have made or
issued any disclosure, announcement or statement concerning Unique or Atticus,
respectively, which portrays Unique or Atticus, respectively, in an unfavorable
light and (a) which is made or issued or caused to be made or issued to the
general public or to stockholders of the Company or (b) which is made or issued
or caused to be made or issued under circumstances reasonably likely to result
in the dissemination thereof to the general public or to stockholders of the
Company. The provisions of this paragraph (b) shall not apply to statements made
in connection with a solicitation of the Company's stockholders with
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 15 of 19 Pages
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Atticus Partners, L.P.
March 10, 1999
Page 8
respect to the Company's 1999 Annual Meeting of Stockholders, provided that such
statements are made after October 1, 1999.
9. Remedies. It is understood and agreed that money damages would not
be a sufficient remedy for any breach of this letter agreement by any of the
parties hereto or any of their respective affiliates or representatives, and
that in addition to all other remedies available at law or equity, all of the
parties hereto shall be entitled to equitable relief, including injunction and
specific performance, as a remedy for any such breach by any of the other
parties hereto or their respective affiliates or representatives, and each of
the parties hereto further agrees to waive any requirement for the securing or
posting of any bond in connection with such remedy.
10. Waivers; Amendment. No failure or delay by any party hereto in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
future exercise thereof or the exercise of any other right, power or privilege
hereunder. No provision of this letter agreement can be amended without the
specific written consent of the Company acting with the approval of a majority
of the Continuing Directors and the Stockholder.
11. Notices. For purposes of this letter agreement, notices and all
other communications to any party hereunder shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid, to the
respective addresses of the Company and each of the Atticus Stockholders set
forth on page one of this letter agreement, or to such other address as any
party shall designate by giving written notice of such change to the other
parties hereto.
12. Governing Law. This letter agreement shall be governed and
construed in accordance with the laws of the State of Delaware without regard to
any applicable principles of conflicts of law. Each of the parties hereto
irrevocably and unconditionally consents to the sole and exclusive jurisdiction
of the courts of the State of Delaware and the United States District Court for
the District of Delaware for any action, suit or proceeding arising out of or
relating to this letter agreement or the terms thereof, and agrees not to
commence any action, suit or proceeding related thereto except in such courts.
Each of the parties hereto further hereby irrevocably and unconditionally waives
any objection to the laying of venue of any lawsuit, claim or other proceeding
arising out of or relating to this letter agreement in the courts of the State
of Delaware or the United States District Court for the District of Delaware,
and hereby further irrevocably and unconditionally waive and agree not to plead
or claim in any such court that any such lawsuit, claim or other proceeding
brought in any such court has been brought in an inconvenient forum. Each of the
parties hereto further agrees that service
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 16 of 19 Pages
- --------------------- ---------------------
Atticus Partners, L.P.
March 10, 1999
Page 9
of any process, summons, notice or document by U.S. registered mail to its
address set forth above (with a copy to the persons at the addresses listed
below) shall be effective service of process for any action, suit or proceeding
brought against it in any such court.
The Company: Unique Casual Restaurants, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, MA 01923-4001
Attn: General Counsel
with a copy to: Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109
Attn: Ettore A. Santucci, P.C.
The Stockholder Atticus Capital LLC
or the Atticus 590 Madison Avenue, 32nd Floor
Representatives: New York, New York 10022
Attn: Timothy R. Barakett
with a copy to: Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
Attn: Dennis Friedman, Esq.
13. Enforceability. This letter agreement shall inure to the benefit of
and be enforceable by each of the parties hereto and their respective
successors.
14. Severability. In case provisions of this letter agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of the letter agreement shall not in any way be
affected or impaired thereby.
15. Counterparts; Facsimile Signature. This letter agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which shall constitute the same agreement. This letter agreement may
be executed by facsimile signature, which shall be deemed an original.
16. Headings. The descriptive headings herein are inserted for
convenience only
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------
CUSIP NO. 909 15K 100 Page 17 of 19 Pages
- --------------------- ---------------------
Atticus Partners, L.P.
March 10, 1999
Page 10
and are not intended to be part of or to affect the meaning or interpretation of
this letter agreement.
17. Entire Agreement. This letter agreement and the schedules hereto
contain the entire understanding of the parties with respect to the subject
matter hereof and may be amended only by an agreement in writing executed by the
parties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------
CUSIP NO. 909 15K 100 Page 18 of 19 Pages
- --------------------- ---------------------
Atticus Partners, L.P.
March 10, 1999
Page 11
Please confirm your agreement with the foregoing by signing and
returning one copy of this letter agreement to the undersigned, whereupon this
letter agreement shall become a binding agreement among all of the parties
hereto upon receipt of the signatures of all of the parties hereto.
Very truly yours,
UNIQUE CASUAL RESTAURANTS,
INC.
By: /s/ E.L. Cox
---------------------------------
Name: E.L. Cox
Title: Chairman
ATTICUS PARTNERS, L.P.
By: Atticus Holdings, LLC
its general partner
By: /s/ Timothy R. Barakett
--------------------------------
Timothy R. Barakett
Managing Member
/s/ Timothy R. Barakett
--------------------------------
Timothy R. Barakett
/s/ James S. Goodwin
--------------------------------
James S. Goodwin
<PAGE>
SCHEDULE 13D
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CUSIP NO. 909 15K 100 Page 19 of 19 Pages
- --------------------- ---------------------
Atticus Partners, L.P.
March 10, 1999
Page 12
Only for Purposes of Sections 1(c) and 3(f) Hereof:
/s/ E.L. Cox
--------------------------------
E.L. Cox
/s/ Erline Belton
--------------------------------
Erline Belton
/s/ Joseph W. O'Donnell
--------------------------------
Joseph W. O'Donnell
/s/ Alan D. Schwartz
--------------------------------
Alan D. Schwartz
