PRELIMINARY COPY
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[x] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as
[ ] Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
UNIQUE CASUAL RESTAURANTS, INC.
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(Name of Registrant as Specified In Its Charter)
ATTICUS PARTNERS, L.P.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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5) Total Fee paid:
N/A
[ ] 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:
N/A
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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PRELIMINARY COPY - SUBJECT TO COMPLETION
Solicitation of Proxies
In Connection with the
1998 Annual Meeting of Stockholders
of
Unique Casual Restaurants, Inc.
------------------------------------
ATTICUS PARTNERS, L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 829-8100
This Proxy Statement and the enclosed [COLOR] proxy card are being
furnished to the holders of common stock, par value $0.01 per share ("Common
Stock"), of Unique Casual Restaurants, Inc., a Delaware corporation ("UCR" or
the "Company"), in connection with the solicitation of proxies by Atticus
Partners, L.P. ("Atticus Partners") to be used at the upcoming 1998 Annual
Meeting of Stockholders of the Company (the "1998 Annual Meeting"), and at any
and all adjournments of such meeting. [You have recently received the Notice of
Annual Meeting of Stockholders, Proxy Statement and Proxy relating to the 1998
Annual Meeting (the "UCR Proxy Statement") from the Board of Directors of the
Company]. The 1998 Annual Meeting will be held at the time and place indicated
in the UCR Proxy Statement. This Proxy Statement and the accompanying [COLOR]
proxy card are first being sent to stockholders of UCR on or about
_______________ ___, 1998. The principal executive office of the Company is
located at One Corporate Place, 55 Ferncroft Road, Danvers, Massachusetts 01923.
At the 1998 Annual Meeting, three directors of UCR will be elected.
Atticus Partners is soliciting your proxy in support of the election of the
three nominees named below (the "Atticus Nominees") as directors of UCR.
Atticus Partners is also soliciting your proxy in favor of an advisory
resolution (the "Atticus Resolution") it plans to introduce at the 1998 Annual
Meeting recommending that the Board of Directors of UCR (the "UCR Board") pursue
a sale of the Company with a view to enhancing stockholder value.
REASONS FOR THE SOLICITATION
We believe that the Board's decision earlier this year to sell the
Company's Fuddruckers, Inc. ("Fuddruckers") unit was the first step to unlock
the hidden value of the Company for its stockholders. It is our view that the
sale of UCR is the next logical step in the process of maximizing the value of
UCR for its stockholders. The UCR Board, in exercising its fiduciary duties to
the stockholders, should pursue this type of transaction rather than spend
substantial amounts of capital, including the proceeds from the sale of
Fuddruckers, in an attempt to grow its business.
We believe that the sale of UCR will allow the Company to realize
greater value for its stockholders than is likely to be realized by the
continuation of the Company as an independent public company. As the UCR Board
has learned from previous experience, a well-capitalized buyer that can realize
meaningful synergies in an acquisition will pay the Company today for the growth
that may take years, if ever, for the Company to achieve as an independent
company. We feel that these risks are particularly high for the Company because
it must make significant capital expenditures to continue to grow a "big-box"
concept such as Champps Americana, Inc. ("Champps"). We do not believe that the
risk/return tradeoff of internally growing Champps is favorable when compared to
the value that could be derived in an immediate sale.
<PAGE>
Champps was purchased in February 1996 for $50 million, and the asset
has grown significantly since that time. A strategic buyer would likely value
Champps not only for the substantial synergies it could realize but also for the
faster, more profitable growth potential of Champps compared to similar
businesses. The meaningful operational synergies could include (i) overhead cost
reductions, (ii) purchasing cost savings, (iii) much lower cost of and much
better access to capital, (iv) more favorable equipment leases and rents and (v)
lower development costs (reducing execution risk) achieved by more experienced
real estate development teams at the acquirer.
We realize that UCR's Board and management are working diligently to
enhance stockholder value and that they are currently exploring strategic
alternatives for the Company, including a possible sale of the Company. While
the UCR Board's willingness to explore a sale of the Company is certainly a step
in the right direction, we firmly believe that such a sale is the only option
for the UCR Board to maximize stockholder value. As directors, the Atticus
Nominees would attempt to persuade the other directors to seek to maximize
stockholder value through the sale of the Company and would spearhead the effort
to achieve this goal. The Atticus Nominees seek to be the voice of the
stockholders on the UCR Board to ensure that the Company remains on the track
towards commencing an immediate sale process and does not digress onto what we
believe is a higher-risk path of attempting to grow the Champps business as a
stand-alone company. At the current time, Atticus Partners has no specific plans
for selling the Company. Atticus Partners has not reached any agreements,
arrangements or understandings with current UCR directors regarding their
cooperation to sell the Company.
PLEASE SUPPORT OUR EFFORTS TO MAXIMIZE STOCKHOLDER VALUE. YOU ARE URGED
TO VOTE FOR THE ATTICUS NOMINEES AND THE ATTICUS RESOLUTION BY PROMPTLY SIGNING,
DATING AND MAILING THE [COLOR] PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE 1998 ANNUAL MEETING;
THEREFORE, DO NOT SIGN ANY PROXY THAT THE UCR BOARD MAY DELIVER TO YOU.
If you have any questions concerning this Proxy Statement or need
assistance in voting your UCR Common Stock, feel free to call our proxy
solicitor, Georgeson & Company Inc., Inc., toll free at (800) 223-2064 or
Timothy R. Barakett of Atticus Partners at (212) 829-8100.
BACKGROUND AND RECENT EVENTS
On November 7, 1997, Atticus Capital, L.L.C. (formerly Atticus Capital
Inc.), an affiliate of Atticus Partners ("Atticus Capital"), sent a letter to
the UCR Board commending the UCR Board for its decision to create stockholder
value through a sale of the Company's foodservice business. The letter noted
that significant "hidden value" remained in the Company that, under the then
current corporate structure was unlikely to be recognized in the marketplace
without further action. Atticus Capital recommended that the UCR Board should
consider a sale of the entire Company or separate sales of the Champps
subsidiary and the Fuddruckers subsidiary.
Atticus Capital followed that letter with a second letter to the UCR
Board on December 5, 1997. The letter informed the UCR Board that Atticus
Capital had concluded from conversations with a limited number of other UCR
stockholders that UCR, in its then current form and with its then current
management team, would not be able to effectively implement the Company's
strategic plan and that the asset value that could be realized in a sale of both
Champps and Fuddruckers would substantially exceed the value given by the
marketplace to the Company. Atticus Capital recommended that the UCR Board
establish a truly independent committee of directors to study the possibility of
a sale of Champps and Fuddruckers.
Effective January 30, 1998, the UCR Board adopted a Shareholder Rights
Agreement, a poison pill designed to deter a takeover of the Company (the
"Poison Pill"). The Poison Pill is triggered when any
<PAGE>
person (an "Acquiring Person") becomes the beneficial owner of 15% or more of
the Company's outstanding Common Stock and allows all stockholders other than
the Acquiring Person to purchase discounted shares of the Company's capital
stock to dilute the Acquiring Person and make a takeover of the Company
prohibitively expensive. The Poison Pill grandfathered any person who
beneficially owned more than 15% of the Company's Common Stock on the adoption
date, but provided that the Poison Pill would be triggered if such person
acquired an additional 1% of the Company's Common Stock. On the date the Poison
Pill became effective, Atticus Partners and its affiliates beneficially owned
1,862,406 shares of Common Stock, representing approximately 15.46% of the
Company's Common Stock at such time. As of the date of this Proxy Statement,
Atticus Partners and its affiliates beneficially owned 1,908,506 shares of
Common Stock, representing approximately ___% of the Company's Common Stock.
Effective July 24, 1998, William H. Baumhauer resigned as the Company's
Chairman, President and Chief Executive Officer to pursue other opportunities.
The Board elected Donald C. Moore, the Company's Chief Financial Officer, to
become acting Chief Executive Officer and director E. L. Cox to serve as
Chairman.
On August 3, 1998, the Company announced that it had entered into a
definitive agreement to sell its Fuddruckers subsidiary for $43 million. [This
sale has not yet been consummated][was consummated on November ___, 1998].
On September 21, 1998, Atticus Partners sent a notice to the UCR Board
that it intended to nominate the Atticus Nominees for election to the UCR Board
and to propose the Atticus Resolution.
On September 24, 1998, the Company announced that it had hired the
investment bank of Bear, Stearns & Co, Inc. to consider strategic alternatives,
including a possible sale of the Company.
On [___________ ___], 1998, Atticus Partners filed preliminary proxy
materials with the Securities and Exchange Commission to solicit proxies from
the Company's stockholders.
The closing price for the Company's Common Stock on [___________ ___],
1998 was $[___].
YOU HAVE A SAY IN THE FUTURE OF YOUR INVESTMENT
EXERCISE THAT RIGHT AND VOTE FOR THE ATTICUS NOMINEES
AND FOR THE ATTICUS RESOLUTION.
PROPOSALS TO BE CONSIDERED AT THE 1998 ANNUAL MEETING
ITEM 1
ELECTION OF DIRECTORS
Atticus Partners believes that the way to maximize value for the
stockholders of UCR is to sell the Company. With the sale of the foodservice
business and the Fuddruckers subsidiary and the engagement of the investment
bank of Bear, Stearns & Co., Inc. to help the Company evaluate strategic
alternatives, including a possible sale of the Company, the Company is headed in
the right direction. The Atticus Nominees, if elected to the UCR Board, will
seek to keep the Company on this track and will attempt to persuade the UCR
Board to consummate a sale of the Company as soon as practicable.
According to public information, the UCR Board is divided into three
classes and currently consists of seven directors. The terms of three directors
will expire at the 1998 Annual Meeting. Atticus Partners believes that three of
the seven directors are "independent directors". If all Atticus Nominees are
elected, the Atticus Nominees would constitute three of the possible seven
members of the UCR Board and three of five independent directors, one of the
former independent directors having been replaced by
<PAGE>
an Atticus Nominee. The Atticus Nominees are listed below and have furnished the
following information concerning their principal occupations or employment and
certain other matters. Each Atticus Nominee, if elected, would hold office until
the 2001 Annual Meeting of Stockholders of the Company and until a successor has
been elected and qualified or until his earlier death, resignation or removal.
<TABLE>
<CAPTION>
Atticus Nominees for Directors
Name, Age and Principal Principal Occupation and Business Experience During Last
Business Address Five Years; Current Directorships
- - ----------------------------- -----------------------------------------------------------
<S> <C>
Timothy R. Barakett (33).................... Mr. Barakett has been the President and Managing Member of
Atticus Capital, L.L.C. Atticus Capital, L.L.C., a private investment management
590 Madison Avenue company and an affiliate of Atticus Partners, since
32nd Floor October 1995. From June 1993 until March 1995, Mr.
New York, New York 10022 Barakett was a Managing Director at Junction Advisors
Inc., a private investment management company.
James S. Goodwin (42)....................... Mr. Goodwin has been a private investor since March 1998.
39 East 79th Street From 1990 until February 1998, Mr. Goodwin was a Managing
New York, NY 10021 Director at Gleacher NatWest, Inc., an investment banking
company.
Nathaniel P. V. J. Rothschild (27).......... Mr. Rothschild has been an Investment Analyst with Atticus
Atticus Management (Bermuda) Ltd. Management (Bermuda) Ltd. since March 1996. From January
One Lane Hill 1995 until March 1996, Mr. Rothschild was an Investment
Pembroke HM-19 Analyst at Gleacher & Co., Inc., an investment baking
Bermuda company. Mr. Rothschild served as an Investment Analyst
at Lazard Investors, London from August 1994 until January
1995. Prior to that time, Mr. Rothschild attended Oxford
University in England.
</TABLE>
Based upon currently available public information, the election of the
Atticus Nominees as directors of UCR requires a plurality of the votes cast by
the holders of shares of Common Stock present in person or represented by proxy
at the 1998 Annual Meeting and entitled to vote on the election of directors,
assuming a quorum is present at the 1998 Annual Meeting. Thus, assuming a quorum
is present, the three persons receiving the greatest number of votes will be
elected to serve as directors until the 2001 Annual Meeting of shareholders of
the Company. Votes that are withheld in the election of directors and broker
non-votes will have no effect on the election.
Atticus Partners expects that the Atticus Nominees will receive from
the Company the same fees as are currently paid to the Company's directors,
which Atticus Partners believes to be a quarterly retainer of $3,000 and $1,000
per meeting attended, plus travel expenses. In addition, in consideration of the
time and effort involved in serving as an Atticus Nominee, Atticus Capital has
agreed to 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 beneficially owned by Atticus Partners and two of its affiliates,
Atticus Qualified Partners, L.P. and Atticus International Ltd. The price of
$4.875 per share represents the closing price of the Company's Common Stock on
September 17, 1998, the date immediately preceding the date of the agreement
between Atticus Capital and Mr. Goodwin. Messrs. Barakett and Rothschild will
receive no additional consideration from any person, including Atticus Capital
and Atticus Partners, for
<PAGE>
serving as an Atticus Nominee. Atticus Partners has agreed to indemnify each of
the Atticus Nominees against any and all losses, claims, damages, judgments,
liabilities and expenses of any kind which may be incurred arising out of or
relating to his service as a Atticus Nominee. Except as set forth above, there
are no arrangements or understandings between the Atticus Nominees and any other
person pursuant to which the Atticus Nominees were selected as nominees.
Although Atticus Partners has no reason to believe that any of the
Atticus Nominees will be unable to serve as directors, if any one or more of the
Atticus Nominees is not available for election, the persons named on the [COLOR]
proxy card, to the extent permitted by law, will vote the proxies provided to it
for such other persons as may be nominated by Atticus Partners.
Atticus Partners believes that it is in the best interest of UCR
stockholders to elect the Atticus Nominees at the 1998 Annual Meeting. The
Atticus Nominees are committed to maximizing the value of the Company to its
stockholders through a sale of the Company at the soonest practicable time.
The accompanying [COLOR] proxy card will be voted at the 1998 Annual
Meeting in accordance with your instructions on such card. You may vote FOR the
election of the Atticus Nominees as directors of UCR or withhold authority to
vote for the election of the Atticus Nominees by marking the proper box on the
[COLOR] proxy card. You may also withhold your vote from any of the Atticus
Nominees by writing the name of such nominee in the space provided on the
[COLOR] proxy card. If no marking is made, you will be deemed to have given a
direction to vote the shares of Common Stock represented by the [COLOR] proxy
card FOR the election of all of the Atticus Nominees provided that you have
signed and dated the proxy card.
ATTICUS PARTNERS STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
ATTICUS NOMINEES.
ITEM 2
THE STOCKHOLDER RESOLUTION
Atticus intends to present the following resolution for adoption by UCR
stockholders at the 1998 Annual Meeting:
"RESOLVED, that the stockholders of UCR, believing that the full value
of UCR can best be realized by a sale of UCR, request and recommend that the UCR
Board immediately pursue a sale of UCR with a view to enhancing stockholder
value."
Atticus Partners believe that, as the true owners of UCR, you and the
other stockholders of UCR should take this opportunity to let the UCR Board know
that you think an immediate sale of the Company is in your best interest. The
purpose of the Atticus Resolution is to give UCR stockholders this chance to
tell the UCR Board that you want a sale of the Company rather than risky
attempts to grow the Champps business.
Based on currently available public information, adoption of the
Atticus Resolution requires the affirmative vote of a majority of the shares of
Common Stock represented in person or by proxy and entitled to vote, assuming
the presence of a quorum at the 1998 Annual Meeting. With respect to abstentions
and broker non-votes, the shares of Common Stock will be considered present at
the 1998 Annual Meeting, but since they are not affirmative votes for the
Atticus Resolution, they will have the same effect as votes against the Atticus
Resolution.
<PAGE>
The accompanying [COLOR] proxy card will be voted in accordance with your
instructions on such card at the 1998 Annual Meeting. You may vote FOR the
Atticus Resolution or vote against, or abstain from voting on, the Atticus
Resolution by marking the proper box on the [COLOR] proxy card for the 1998
Annual Meeting. If no marking is made, you will be deemed to have given a
direction to vote the shares of Common Stock represented by the [COLOR] proxy
card FOR the Atticus Resolution provided that you have signed and dated the
proxy card.
ATTICUS PARTNERS STRONGLY RECOMMENDS A VOTE FOR THE ATTICUS RESOLUTION.
CERTAIN INFORMATION CONCERNING ATTICUS PARTNERS
AND OTHER PARTICIPANTS IN THE SOLICITATION
Atticus Partners is primarily engaged in investment management. The
principal business address of Atticus Partners is 590 Madison Avenue, 32nd
Floor, New York, New York 10022, and the telephone number there is (212)
829-8100. As of the date of this Proxy Statement, Atticus Partners beneficially
owned 276,906 shares of Common Stock, representing approximately [___]% of the
outstanding shares of Common Stock on the Record Date (as defined below), and
affiliates of Atticus Partners beneficially owned 1,651,600 shares of Common
Stock, representing approximately [__%] of the outstanding shares of Common
Stock on the Record Date. Information with respect to all purchases and sales of
the Common Stock of the Company by Atticus Partners and its affiliates and by
the Atticus Nominees during the past two years is set forth in Schedule I to
this Proxy Statement.
Except as set forth in this Proxy Statement or in the schedules hereto,
to the best knowledge of Atticus Partners, none of Atticus Partners, any person
participating in this solicitation, the Atticus Nominees, and any associate of
any of the foregoing persons (i) has substantial interest, direct or indirect,
by security holdings or otherwise, in any matter to be acted upon at the 1998
Annual Meeting, (ii) owns beneficially, directly or indirectly, or has the right
to acquire, any securities of the Company or any parent or subsidiary of the
Company, (iii) owns any securities of the Company of record but not
beneficially, (iv) has purchased or sold any securities of the Company within
the past two years, (v) has incurred indebtedness for the purpose of acquiring
or holding securities of the Company, (vi) is or has been a party to any
contract, arrangement or understanding with respect to any securities of the
Company within the past year, (vii) has been indebted to the Company or any of
its subsidiaries since the beginning of the Company's last fiscal year or (viii)
has any arrangement or understanding with respect to future employment by the
Company or with respect to any future transactions to which the Company or any
of its affiliates will or may be a party. In addition, except as set forth in
this Proxy Statement or in the schedules hereto, to the best knowledge of
Atticus Partners, none of Atticus Partners, any person participating in this
solicitation, the Atticus Nominees, and any associate or immediate family member
of any of the foregoing persons has had or is to have a direct or indirect
material interest in any transaction with the Company since the beginning of the
Company's last fiscal year, or any proposed transaction, to which the Company or
any of its affiliates was or is a party.
None of the corporations or organizations in which the Atticus Nominees
have conducted their principal occupation or employment was a parent, subsidiary
or other affiliate of the Company and the Atticus Nominees do not hold any
position or office with the Company or have any family relationship with any
other Atticus Nominee or with any executive officer or director of the Company
or have been involved in any legal proceedings of the type required to be
disclosed by the rules governing this solicitation.
The name, business address and present principal occupation or
employment of each of the directors and executive officers of Atticus Partners
and its advisors and certain other employees and representatives of Atticus
Partners that may participate in the solicitation of proxies are set forth in
Schedule II to this Proxy Statement The name, business address and the number of
shares of Common Stock of UCR owned beneficially by the participants in this
solicitation of proxies, or their associates are set forth in Schedule III to
this Proxy Statement.
<PAGE>
VOTING RIGHTS
The UCR Board has fixed the close of business on ___________ ___, 1998
as the record date (the "Record Date") for determining the stockholders entitled
to notice of, and to vote at, the 1998 Annual Meeting. According to the UCR
Proxy Statement, on the Record Date, there were _______________ shares of Common
Stock outstanding and entitled to vote. Only holders of record as of the Record
Date will be entitled to vote at the 1998 Annual Meeting. If you were a
stockholder of record on the Record Date, you may vote your shares of Common
Stock at the 1998 Annual Meeting even if you have sold your shares of Common
Stock before or after the Record Date. Accordingly, please vote the shares of
Common Stock held by you on the Record Date, or grant a proxy to vote such
shares of Common Stock, on the [COLOR] proxy card, even if you have sold your
shares of Common Stock before or after the Record Date. Atticus Partners intends
to vote all shares of Common Stock beneficially owned by it in favor of the
Atticus Nominees and in favor of the Atticus Resolution.
The holders of the Common Stock are entitled to one vote per share on
each matter submitted to a vote at the 1998 Annual Meeting. Stockholders do not
have the right to cumulate votes in the election of directors. A majority of the
outstanding shares of Common Stock entitled to vote, present in person or
represented by proxy, shall constitute a quorum. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum at the 1998 Annual Meeting for the transaction of business.
GENERAL INFORMATION
This Proxy Statement and the accompanying [COLOR] proxy card are first
being made available to stockholders on or about ___________ ___, 1998. Executed
proxies will be solicited by mail, advertisement, telephone, telecopier and in
person. Solicitation will be made by Timothy R. Barakett, the Managing Member of
Atticus Holdings, LLC, the general partner of Atticus Partners. Mr. Barakett
will not receive any additional compensation for such solicitation. Atticus
Partners has requested banks, brokerage houses and other custodians, nominees
and fiduciaries to forward all their solicitation materials to the beneficial
owners of the shares of Common Stock they hold of record. Atticus Partners will
reimburse these record holders for their reasonable out-of-pocket expenses.
In addition, Atticus Partners has retained Georgeson & Company Inc.
(the "Agent") for solicitation and advisory services in connection with the
solicitation, for which the Agent is to receive a fee not to exceed $25,000,
together with reimbursement for its reasonable out-of-pocket expenses. Atticus
Partners has also agreed to indemnify the Agent against certain liabilities and
expenses, including liabilities and expenses under the Federal securities laws.
It is anticipated that the Agent will employ approximately 12 persons to solicit
stockholders for the 1998 Annual Meeting.
The entire expense of soliciting proxies for the 1998 Annual Meeting is
being borne by Atticus Partners. Atticus Partners will seek reimbursement for
such expenses from UCR. Costs incidental to this solicitation of proxies include
expenditures for printing, postage, legal, accounting, public relations,
advertising and related expenses and are expected to be approximately
$[________]; costs incurred to the date of this Proxy Statement are
approximately $[_____________].
OTHER MATTERS TO BE CONSIDERED AT THE 1998 ANNUAL MEETING
According to the UCR Proxy Statement, the Company will ask stockholders
to consider and vote upon the UCR Board's nominees and a proposal to ratify the
appointment of [ ] as the Company's independent public accountants for fiscal
year 1999. Except as set forth in the Proxy Statement, Atticus Partners is not
aware of other matters to be considered at the 1998 Annual Meeting. However, if
other matters properly come before the 1998 Annual Meeting, Atticus Partners
will vote its shares of Common Stock and all proxies held by it in accordance
with its best judgment with respect to
<PAGE>
such matters. Your attention is directed to the UCR Proxy Statement regarding
the procedures for submitting proposals for consideration at the 1998 Annual
meeting.
CERTAIN OTHER INFORMATION REGARDING THE COMPANY
Stockholders are referred to the UCR Proxy Statement with respect to
the compensation and remuneration paid and payable and other information related
to the Company's officers and directors and beneficial ownership of the
Company's securities.
VOTING OF PROXY CARDS
Shares of Common Stock represented by properly executed [COLOR] proxy
cards will be voted at the 1998 Annual Meeting as marked, and in the discretion
of the persons named as proxies on all other matters as may properly come before
the 1998 Annual Meeting, including all motions for an adjournment or
postponement of the 1998 Annual Meeting, unless otherwise indicated in the Proxy
Statement.
IF YOU WISH TO VOTE FOR THE ATTICUS NOMINEES AND THE ATTICUS RESOLUTION
AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES ON ALL MATTERS AS MAY
PROPERLY COME BEFORE THE 1998 ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN
PROMPTLY THE ENCLOSED [COLOR] PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
REVOCATION OF PROXIES
A proxy executed by a stockholder may be revoked at any time prior to
the voting thereof by sending a written revocation of such proxy, by submitting
another proxy with a later date marked on it or by appearing in person at the
1998 Annual Meeting and voting your shares of Common Stock. A revocation must
clearly state that the proxy to which it relates is no longer effective and must
be executed and delivered prior to the time that the action authorized by the
executed proxy is taken. The written revocation may be delivered either to
Atticus Partners or the Secretary of UCR. Although a written revocation or
later-dated proxy delivered only to UCR will be effective, Atticus Partners
requests that a written revocation or subsequent proxy also be delivered to
Atticus Partners so that it will be aware of such written revocation.
THE RETURN OF A SIGNED AND DATED [COLOR] PROXY CARD WILL FULLY REVOKE
ANY PREVIOUSLY DATED PROXY YOU MAY HAVE RETURNED. THE LATEST DATED PROXY IS THE
ONLY ONE THAT COUNTS.
YOUR VOTE IS IMPORTANT. IT WILL HELP DECIDE WHETHER THE STOCKHOLDERS WILL HAVE
AN ADEQUATE VOICE IN THE AFFAIRS OF THE COMPANY. PLEASE MARK, SIGN AND DATE THE
ENCLOSED [COLOR] PROXY CARD AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
If Atticus Partners should withdraw, or materially change the terms of,
this solicitation of proxies prior to the Annual Meeting, Atticus Partners will
supplement this Proxy Statement or otherwise publicly disseminate information
regarding such withdrawal or change.
OTHER INFORMATION
Certain information regarding shares of Common Stock held by UCR's
directors, nominees, management and other 5% stockholders is contained in the
UCR Proxy Statement and is incorporated herein by reference.
<PAGE>
SUBMISSION OF STOCKHOLDER PROPOSALS
Information concerning the date by which proposals of security holders
intended to be presented at the next annual meeting of stockholders of UCR must
be received by UCR for inclusion in UCR's proxy statement and form of proxy for
that meeting is contained in the UCR Proxy Statement and is incorporated herein
by reference.
Atticus Partners assumes no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, UCR public filings.
PLEASE INDICATE YOUR SUPPORT OF THE ATTICUS NOMINEES AND THE ATTICUS
RESOLUTION BY COMPLETING, SIGNING AND DATING THE ENCLOSED [COLOR] PROXY CARD AND
RETURN IT PROMPTLY TO ATTICUS PARTNERS IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
ATTICUS PARTNERS, L.P.
___________ ___, 1998
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED [COLOR] PROXY CARD.
If you have any questions about giving your proxy or require
assistance, please contact our proxy solicitor, Georgeson & Company Inc., Inc.,
toll free at (800) 223-2064, or Timothy R. Barakett of Atticus Partners at (212)
829-8100.
<PAGE>
SCHEDULE I
----------
The following tables set forth information with respect to all
purchases and sales of the Common Stock of the Company by Atticus Partners and
its affiliates and by the Atticus Nominees during the past two years. Except as
set forth below, no participant in this solicitation has purchased or sold
securities of the Company within the past two years. Purchases prior to July 18,
1997 (the "Spin-off Date") represent shares acquired as a result of the spin-off
of the Company from Daka International and are valued at the market value on the
Spin-off Date ($6.75 per share). The transaction date given for such purchases
is the date of the original purchase of Daka International shares with respect
to which the shares of Common Stock of the Company were distributed. The
per-share price for each purchase or sale after July 18, 1997 was calculated by
subtracting from the total transaction cost an amount representing the average
per-share commission cost for all transactions listed below multiplied by the
number of shares purchased or sold in such transaction.
SHARES PURCHASED BY ATTICUS PARTNERS, L.P.(FN1)
Date Number of Shares Price ($)
- - -------------------- ------------------------ ---------------------
03-03-97 1,300 6.7500
03-04-97 600 6.7500
03-05-97 1,600 6.7500
03-06-97 2,000 6.7500
03-07-97 900 6.7500
03-11-97 1,500 6.7500
03-12-97 8,400 6.7500
03-13-97 7,700 6.7500
03-14-97 8,400 6.7500
03-25-97 4,800 6.7500
03-26-97 4,800 6.7500
04-04-97 10,000 6.7500
04-09-97 5,700 6.7500
04-10-97 2,700 6.7500
04-17-97 2,400 6.7500
04-18-97 4,400 6.7500
04-21-97 2,900 6.7500
04-22-97 2,900 6.7500
04-22-97 5,800 6.7500
04-24-97 5,900 6.7500
04-28-97 2,900 6.7500
04-29-97 14,100 6.7500
05-01-97 1,500 6.7500
05-01-97 15,000 6.7500
05-05-97 5,900 6.7500
05-07-97 2,400 6.7500
- - ---------------------
FN1 In addition, Atticus Partners transferred 361,000 shares of Common Stock to
its affiliate, Atticus Qualified Partners, L.P.
<PAGE>
Date Number of Shares Price ($)
- - -------------------- ------------------------ ---------------------
05-08-97 700 6.7500
05-12-97 5,000 6.7500
05-13-97 2,500 6.7500
05-20-97 3,500 6.7500
05-28-97 4,600 6.7500
05-28-97 37,500 6.7500
07-07-97 7,000 6.7500
07-08-97 29,000 6.7500
07-09-97 10,000 6.7500
07-10-97 1,000 6.7500
07-23-97 6,000 6.9425
07-25-97 27,806 6.6285
07-31-97 2,000 6.3700
10-31-97 9,700 6.3239
10-31-97 1,500 6.9035
12-11-97 8,700 6.9150
12-12-97 15,600 6.6900
12-15-97 7,000 6.5625
12-17-97 10,000 6.1275
12-29-97 400 6.0650
12-29-97 3,800 6.3675
12-30-97 165,600 6.9765
12-30-97 7,700 6.7688
12-31-97 50,000 7.1174
12-31-97 5,000 7.0625
01-15-98 5,000 6.7393
01-22-98 5,000 6.6520
01-28-98 5,000 6.8558
01-29-98 5,000 6.8770
06-29-98 10,000 5.5000
07-30-98 9,800 6.9960
08-13-98 50,000 6.5002
SHARES PURCHASED BY ATTICUS QUALIFIED PARTNERS, L.P.(FN1)
Date Number of Shares Price ($)
- - -------------------- --------------------------- ------------------
06-29-98 26,050 5.500
07-30-98 15,200 6.9957
08-13-98 77,700 6.5001
- - ---------------------
FN1 In addition to these purchases, Atticus Qualified Partners, L.P. holds
361,000 shares of Common Stock as a result of a transfer from Atticus Partners.
<PAGE>
SHARES PURCHASED BY ATTICUS INTERNATIONAL, LTD.
Date Number of Shares Price ($)
- - ------------------- ---------------------------- -----------------
03-03-97 2,000 6.7500
03-04-97 900 6.7500
03-05-97 3,200 6.7500
03-06-97 2,900 6.7500
03-07-97 1,000 6.7500
03-11-97 2,200 6.7500
03-12-97 12,700 6.7500
03-13-97 11,600 6.7500
03-14-97 12,600 6.7500
03-25-97 7,200 6.7500
03-26-97 7,200 6.7500
04-09-97 6,500 6.7500
04-10-97 3,400 6.7500
04-17-97 3,400 6.7500
04-18-97 5,000 6.7500
04-21-97 3,400 6.7500
04-22-97 3,400 6.7500
04-22-97 6,800 6.7500
04-24-97 6,800 6.7500
04-25-97 3,000 6.7500
04-25-97 6,000 6.7500
04-28-97 3,400 6.7500
04-29-97 16,200 6.7500
05-01-97 18,000 6.7500
05-05-97 6,900 6.7500
05-07-97 2,800 6.7500
05-08-97 850 6.7500
05-12-97 5,000 6.7500
05-13-97 3,200 6.7500
05-20-97 3,500 6.7500
05-28-97 6,000 6.7500
05-28-97 47,500 6.7500
06-27-97 20,000 6.7500
07-07-97 9,500 6.7500
07-08-97 40,000 6.7500
07-09-97 18,000 6.7500
07-10-97 1,000 6.7500
07-14-97 3,500 6.7500
07-23-97 8,000 6.9419
07-25-97 40,000 6.6284
07-31-97 3,000 6.3675
09-29-97 70,550 6.8125
10-31-97 20,300 5.3812
12-11-97 14,000 6.9150
<PAGE>
Date Number of Shares Price ($)
- - -------------------- --------------------------- ------------------
12-12-97 25,200 6.6900
12-19-97 9,000 6.0650
12-24-97 5,000 6.1250
12-29-97 600 6.0650
12-29-97 6,200 6.3675
12-30-97 259,500 6.9790
12-30-97 12,300 6.7688
01-02-98 5,000 7.2555
06-29-98 25,000 5.500
SHARES PURCHASED BY ATTICUS CAPITAL FOR MANAGED ACCOUNTS
Date Number of Shares Price ($)
- - -------------------- ------------------------- ---------------------
04-28-97 2,000 6.7500
04-28-97 1,000 6.7500
04-29-97 3,000 6.7500
04-29-97 1,500 6.7500
04-29-97 1,500 6.7500
04-30-97 6,800 6.7500
04-30-97 3,350 6.7500
04-30-97 3,350 6.7500
05-06-97 4,850 6.7500
05-06-97 2,425 6.7500
05-06-97 2,425 6.7500
05-07-97 10,000 6.7500
05-07-97 5,000 6.7500
05-07-97 5,000 6.7500
05-09-97 10,000 6.7500
05-09-97 5,000 6.7500
05-09-97 5,000 6.7500
05-12-97 5,000 6.7500
05-12-97 2,500 6.7500
05-12-97 2,500 6.7500
05-14-97 8,000 6.7500
05-14-97 4,000 6.7500
05-14-97 4,000 6.7500
05-15-97 2,000 6.7500
05-15-97 1,250 6.7500
05-15-97 1,250 6.7500
05-20-97 4,000 6.7500
05-20-97 4,000 6.7500
06-20-97 500 6.7500
06-20-97 500 6.7500
07-14-97 1,000 6.7500
07-14-97 1,000 6.7500
08-14-97 10,000 6.5375
<PAGE>
Date Number of Shares Price ($)
- - -------------------- --------------------------- ------------------
08-14-97 8,000 6.5375
08-14-97 7,000 6.5375
08-21-97 3,000 6.5525
08-21-97 2,400 6.5525
08-21-97 2,100 6.5525
08-22-97 253,300 6.7501
08-25-97 2,000 6.4400
08-25-97 1,600 6.4400
08-25-97 1,400 6.4400
08-26-97 2,000 6.5000
08-26-97 1,600 6.5000
08-26-97 1,400 6.5000
08-27-97 2,000 6.5625
08-27-97 1,600 6.5625
08-27-97 1,400 6.5625
09-29-97 8,800 6.8125
09-29-97 7,100 6.8125
09-29-97 6,200 6.8125
10-31-97 5,400 6.3239
10-31-97 1,200 6.3201
10-31-97 1,000 6.3239
10-31-97 900 6.3239
12-11-97 900 6.9150
12-11-97 700 6.9150
12-11-97 700 6.9150
12-12-97 1,700 6.6900
12-12-97 1,300 6.6900
12-12-97 1,200 6.6900
12-16-97 2,000 6.3150
12-16-97 1,600 6.3150
12-16-97 1,400 6.3150
12-30-97 17,300 6.9790
12-30-97 13,900 6.9790
12-30-97 12,300 6.9790
07-29-98 15,000 6.9082
08-05-98 2,000 5.8125
09-01-98 4,100 4.8774
SHARES SOLD BY ATTICUS CAPITAL FOR MANAGED ACCOUNTS
Date Number of Shares Price ($)
- - -------------------- --------------------------- ------------------
08-27-97 1,000 6.7500
06-29-98 3,000 5.5000
06-29-98 6,700 5.5000
06-29-98 4,850 5.5000
<PAGE>
Date Number of Shares Price ($)
- - -------------------- --------------------------- ------------------
06-29-98 10,000 5.5000
06-29-98 10,000 5.5000
06-29-98 5,000 5.5000
06-29-98 8,000 5.5000
06-29-98 2,500 5.5000
06-29-98 8,000 5.5000
06-29-98 1,000 5.5000
06-29-98 2,000 5.5000
08-13-98 7,000 6.4591
08-13-98 2,100 6.4591
08-13-98 1,400 6.4591
08-13-98 1,400 6.4591
08-13-98 1,400 6.4591
08-13-98 6,200 6.4591
08-13-98 900 6.4591
08-13-98 700 6.4591
08-13-98 1,200 6.4591
08-13-98 1,400 6.4591
08-13-98 12,300 6.4591
08-13-98 10,000 6.4595
08-13-98 3,000 6.4595
08-13-98 2,000 6.4595
08-13-98 2,000 6.4595
08-13-98 2,000 6.4595
08-13-98 8,800 6.4595
08-13-98 1,200 6.4595
08-13-98 900 6.4595
08-13-98 1,700 6.4595
08-13-98 2,000 6.4595
08-13-98 17,300 6.4595
08-13-98 8,000 6.4594
08-13-98 2,400 6.4594
08-13-98 1,600 6.4594
08-13-98 1,600 6.4594
08-13-98 1,600 6.4594
08-13-98 7,100 6.4594
08-13-98 1,000 6.4594
08-13-98 700 6.4594
08-13-98 1,300 6.4594
08-13-98 1,600 6.4594
08-13-98 13,900 6.4594
<PAGE>
SCHEDULE II
-----------
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF
ATTICUS PARTNERS AND THEIR ADVISORS THAT MAY
PARTICIPATE IN THE SOLICITATION OF PROXIES
The name, business address and present principal occupation or
employment of each of the directors and executive officers of Atticus Partners
and its advisors and certain other employees and representatives of Atticus
Partners that may participate in the solicitation of proxies are set forth
below. Unless otherwise indicated, the principal business address of each
director or executive officer of Atticus Partners is 590 Madison Avenue, 32nd
Floor, New York, New York 10022.
Name Present Office or Other
- - ----- Principal Occupation or Employment
----------------------------------
Timothy R. Barakett Managing Member of Atticus Holdings,
LLC, the general partner of Atticus
Partners.
<PAGE>
SCHEDULE III
------------
The following sets forth the name, business address and the number of
shares of Common Stock of UCR owned beneficially by the participants in this
solicitation of proxies, or their associates. No shares are held of record but
not beneficially by the participants or their associates.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Beneficially Owned Percent of
Name and Business Address (as of _________ ___, 1998) Common Stock
------------------------- ----------------------------------- ------------
<S> <C> <C>
Timothy R. Barakett 1,908,5063(FN1) [ ]%
Atticus Capital, L.L.C.
590 Madison Avenue
32nd Floor
New York, New York 10022
James S. Goodwin -- --
39 East 79th Street
New York, New York 10021
Nathaniel P. V. J. Rothschild -- --
Atticus Management (Bermuda) Ltd.
One Lane Hill
Pembroke HM-19
Bermuda
<FN>
FN1 Mr. Barakett is the Managing Member of Atticus Holdings, LLC, a Delaware
limited liability company that serves as the general partner of Atticus
Partners 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 Atticus Partners, Atticus Qualified
Partners, L.P., Atticus International, Ltd. and the Managed Accounts. His
address, and the address of each of the above-referenced entities, is 590
Madison Avenue, 32nd Floor, New York, New York 10022.
</FN>
</TABLE>
<PAGE>
IMPORTANT
Your proxy is important. No matter how many shares of Common Stock you
own, please give Atticus Partners your Proxy FOR the election of the Atticus
Nominees and FOR approval of the Atticus resolution by:
MARKING the enclosed [COLOR] proxy card,
SIGNING the enclosed [COLOR] proxy card,
DATING the enclosed [COLOR] proxy card, and
MAILING the enclosed [COLOR] proxy card today in the postage-paid
envelope provided (no postage required if mailed in the United States).
If you have already submitted a proxy to UCR for the 1998 Annual
Meeting, you may change your vote to a vote FOR the election of the Atticus
Nominees and FOR the Atticus Resolution by marking, signing, dating and mailing
the enclosed [COLOR] proxy card for the 1998 Annual Meeting, which must be dated
after any proxy you submitted to UCR. Only your latest dated proxy for the 1998
Annual Meeting will count at such meeting.
If you have any questions or require any additional information
concerning this Proxy Statement or the proposals by Atticus Partners, please
contact Georgeson & Company Inc., Inc. at the address and phone number set forth
below.
IF ANY OF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A
BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH
SHARES AND ONLY UPON THE RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY,
PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON
TO EXECUTE THE [COLOR] PROXY CARD FOR THE 1998 ANNUAL MEETING.
[GEORGESON & COMPANY INC. LOGO]
Wall Street Plaza
New York, New York 10005
(212) 440-9800 (call collect)
(800) 223-2064 (toll-free)
<PAGE>
APPENDIX 1
----------
Form of Proxy
<PAGE>
ATTICUS PARTNERS, L.P.
This proxy is solicited on behalf of Atticus Partners, L.P.
590 Madison Avenue
32nd Floor
New York, New York 10022
The undersigned stockholder of Unique Casual Restaurants, Inc. ("UCR")
hereby appoints Timothy R. Barakett, with full power of substitution, to vote
all shares of Common Stock of UCR that the undersigned is entitled to vote if
personally present at the 1998 Annual Meeting of Stockholders of UCR to be held
on [____________ ___, 1998], and at any adjournments or postponements thereof as
indicated below and in the discretion of the proxies, to vote upon such other
business as may properly come before the meeting, and any adjournment or
postponement thereof. The undersigned hereby revokes any previous proxies with
respect to matters covered by this proxy.
ATTICUS PARTNERS RECOMMENDS A VOTE FOR THE ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS. Election of Timothy R. Barakett, James S. Goodwin
and Nathaniel P. V. J. Rothschild as directors whose terms expire at the
Annual Meeting of Stockholders in 2001.
[ ] FOR [ ] AGAINST
INSTRUCTION: To withhold authority to vote for the election of one or more of
the persons nominated by Atticus Partners, mark FOR above and write the name(s)
of the person(s) with respect to whom you wish to withhold authority to vote
below:
- - --------------------------------------------------------------------------------
2. To approve an advisory resolution recommending to the Board of Directors
that they pursue a sale of the Company with a view to enhancing stockholder
value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To ratify the appointment of [ ] as independent public accountants
of the Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner marked
herein by the undersigned stockholder. If no marking is made, this proxy will be
deemed to be a direction to vote FOR Items 1 and 2 in the discretion of the
Proxy, to vote upon such other business as may properly come before the meeting
and any adjournment or postponement thereof.
---------------------------
Date
---------------------------
Signature
---------------------------
Title
When shares are held by joint
tenants, both should sign. When
signing as an attorney, executor,
administrator, trustee, guardian,
corporate officer or partner,
please give full title as such.
If a corporation, please sign in
the name of the corporation by
the President or other authorized
officer. If a partnership, please
sign in name of the partnership
by an authorized person. This
proxy votes all shares held in
all capacities.
PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY
