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
[ ] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
section 240.14a-11(c) or section 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):
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4) Proposed maximum aggregate value of transaction:
N/A
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5) Total Fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[Atticus Partners, L.P. Letterhead]
February ___, 1999
Dear Stockholder:
We are pleased to enclose for your consideration Atticus Partners,
L.P.'s proxy materials and BLUE proxy card relating to the annual meeting of
stockholders of Unique Casual Restaurants, Inc. scheduled for March 17, 1999.
We believe that Unique is no longer attractive as an independent public
Company and that the best way to maximize stockholder value is to pursue an
immediate sale of the Company. As you may know, the Company recently hired an
investment bank to help it evaluate strategic alternatives, including a possible
sale of the Company. We fully support this action, but we believe that a sale of
the Company is the only alternative for maximizing stockholder value. If the
Company's current evaluation process does not result in a sale of the Company,
we believe that the next step should be the introduction of a new management
team with specific expertise in the management of public companies with a view
toward turning them into more attractive acquisition candidates.
We are asking for your support for the election of the candidates
nominated by Atticus Partners to the Unique Board of Directors and for the
approval of an advisory resolution recommending to the directors of Unique that
they pursue an immediate sale of the Company to maximize stockholder value. If
elected, our directors will diligently pursue the goals stated above so that you
can get the most value from your Unique shares.
We need your support, and your vote is very important, no matter how
many shares you own. We urge you to voice your opinion by voting "FOR" the
nominees of Atticus Partners and "FOR" our advisory resolution.
Please take a moment to vote your BLUE proxy card today. If you have
questions about voting your shares, please call Georgeson & Company Inc. toll
free at (800) 223-2064.
Sincerely,
Timothy R. Barakett
Managing Member of
Atticus Holdings, L.L.C.,
the general partner
<PAGE>
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 BLUE 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. On January 11, 1999, UCR filed a
preliminary proxy statement 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 on March 17, 1999 at 10:00 a.m. local time at the Tara Hotel, 50
Ferncroft Road, Danvers, Massachusetts or such other location as the Company may
specify in its definitive proxy statement and notice of annual meeting of
stockholders.
This Proxy Statement and the accompanying BLUE proxy card are first
being sent to stockholders of UCR on or about February ___, 1999. The principal
executive office of the Company is located at One Corporate Place, 55 Ferncroft
Road, Danvers, Massachusetts 01923.
At the 1998 Annual Meeting, two directors of UCR will be elected.
Atticus Partners is soliciting your proxy in support of the election of the two
nominees named below (the "Atticus Nominees") as directors of UCR.
Atticus Partners is also soliciting your proxy in favor of a
non-binding 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.
While there can be no assurances that the value of the consideration
stockholders would receive in a sale of the Company would be greater than the
value that stockholders could realize if the Company remains independent, 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 the risks present in attempts to seek such growth as an independent
company are particularly high for UCR 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.
Champps was purchased in February of 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 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. We also believe
that the Atticus Nominees would be the most effective advocates for the
maximization of stockholder value. According to the UCR Proxy Statement, all
directors and executive officers of the Company in the aggregate own
approximately 2.1% of the Company's common stock. It is our opinion that, when
compared to the aggregate position of Atticus Partners and its affiliates,
representing approximately 16.44% of the Company's common stock, it is clear
that our interests are most closely aligned with those of other stockholders.
It is also our belief, after meeting with the Company's
representatives, that the Chief Executive Officer of the Company, Donald C.
Moore, is not committed to consummating a sale of the Company. Our discussions
with the Company and with Bear Stearns led us to the conclusion that Mr. Moore
may consider using the proceeds of the recent sale of the Company's Fuddruckers
subsidiary to fund an attempt to grow the Champps business by adding a number of
new stores over the next three years, a plan that we believe to be counter to
the pursuit of maximizing 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 and has not identified or
contacted any potential buyers of the Company. Atticus Partners has not reached
any agreements, arrangements or understandings with current UCR directors
regarding their cooperation to sell the Company.
If UCR's current process to find a buyer does not result in a sale of
the Company, we believe, and our nominees will propose, that the next step
should be the introduction of a new management team with specific expertise in
the management of public companies with a view toward turning them into more
attractive acquisition candidates.
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 BLUE 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., toll free at (800) 223-2064.
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. This 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 committee of its independent 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 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
16.44% 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 was consummated on November 24, 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 to consider strategic alternatives, including a
possible sale of the Company.
On November 13, 1998, Atticus Partners filed preliminary proxy
materials with the Securities and Exchange Commission to solicit proxies from
the Company's stockholders.
On December 9, 1998, Atticus Partners received a letter from Donald C.
Moore, the Chief Executive Officer of the Company, relating to the filing by
Atticus Partners of a preliminary proxy statement nominating persons for
election as directors of the Company and proposing an advisory resolution
recommending that the Board pursue a sale of the Company. Atticus Partners has
filed a copy of this letter as an exhibit to Amendment No. 7 to Schedule 13D
filed by Timothy R. Barakett on February 8, 1999.
On January 5, 1999, Atticus Partners entered into an agreement with the
Company pursuant to which the Company agreed to meet with Atticus Partners to
discuss the Company's ongoing efforts to maximize stockholder value, including a
possible sale, and to make certain information regarding such efforts available
to Atticus Partners, including detailed information regarding the sale process
from the Company's financial advisor, Bear Stearns. In return, Atticus Partners
agreed not to file in the Delaware courts before February 1, 1999 a motion to
compel the Company to schedule the 1998 Annual Meeting. Additionally, the
parties agreed that if, prior to January 31, 1999, the Company sets a date of
March 1, 1999 or earlier for the 1998 Annual Meeting, Atticus Partners has
agreed not to file a motion to compel the Company to hold the 1998 Annual
Meeting prior to March 1, 1999.
On January 6, 1999, Atticus Partners met with members of the Company's
management and representatives of Bear Stearns to review the ongoing evaluation
of strategic alternatives, including the process of attempting to find a buyer
for the Company.
On January 27, 1999, Atticus Partners met with the Company to review
the progress of the evaluation of strategic alternatives.
On February 4, 1999, the Company announced that it would hold the 1998
Annual Meeting on March 17, 1999.
The closing price for the Company's Common Stock on February 4, 1999
was $4.56 per share.
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 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. If the Company's
current process involving the exploration of strategic alternatives does not
result in a sale of the Company, the Atticus Nominees will favor the
introduction of a new management team that has specific expertise in managing
public companies with a view toward turning them into more attractive
acquisition candidates.
According to public information, the UCR Board is divided into three
classes and currently consists of five directors. Atticus Partners believes that
only two of the five directors are "independent directors." Under the Nasdaq
National Market rules, an "independent director" is one who is not an officer or
employee of the company or its subsidiaries and who does not otherwise have a
relationship that, in the opinion of the board of directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director. Donald C. Moore is not independent because he is an officer of
the Company. Messrs. Joseph W. O'Donnell and Alan D. Schwartz are each members
of firms that have received significant fees from the Company and should not be
considered independent. The terms of two directors will expire and two directors
will be elected at the 1998 Annual Meeting. If the Atticus Nominees are elected,
the Atticus Nominees will constitute two of the five members of the UCR Board
and two of three independent directors, one of the former independent directors
having been replaced by 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
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<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.
</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. Mr. Barakett will receive no additional
consideration from any person, including Atticus Capital and Atticus Partners,
for 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 BLUE
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.
Moreover, the significant ownership position in the Company's Common Stock held
by Atticus Partners and its affiliates assures that the Atticus Nominees have
the motivation to achieve our stated goals.
The accompanying BLUE 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
BLUE 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 BLUE
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 BLUE 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 non-binding 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.
The accompanying BLUE 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 BLUE 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 BLUE 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 419,050 shares of Common Stock, representing approximately 3.61% of the
outstanding shares of Common Stock, and affiliates of Atticus Partners
beneficially owned 1,490,456 shares of Common Stock, representing approximately
12.84% of the outstanding shares of Common Stock. 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.
VOTING RIGHTS
The UCR Board has fixed the close of business on February 1, 1999 as
the record date (the "Record Date") for determining the stockholders entitled to
notice of, and to vote at, the 1998 Annual Meeting. Only holders of record as of
the Record Date will be entitled to vote at the 1998 Annual Meeting. If you are
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 BLUE 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 BLUE proxy card are first
being made available to stockholders on or about February ___, 1999. 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
[$100,000]; 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. 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 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 BLUE 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 BLUE 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 BLUE 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 BLUE 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.
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 BLUE 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.
February __, 1999
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD.
If you have any questions about giving your proxy or require
assistance, please contact our proxy solicitor, Georgeson & Company Inc., toll
free at (800) 223-2064.
<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 ($6.75 per share). The transaction date given for such purchases
is the date of the original purchase of Daka International shares with respect
to which the shares of Common Stock of the Company were distributed. The
per-share price for each purchase or sale after July 18, 1997 was calculated by
subtracting from the total transaction cost an amount representing the average
per-share commission cost for all transactions listed below multiplied by the
number of shares purchased or sold in such transaction.
SHARES PURCHASED BY ATTICUS PARTNERS, L.P.(1)
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
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
- - -----------------------
(1) In addition, Atticus Partners transferred 361,000 shares of Common Stock to
its affiliate, Atticus Qualified Partners, L.P. and received 141,144 shares of
Common Stock from its affiliate, Atticus International Ltd.
<PAGE>
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
05-07-97 2,400 6.7500
05-08-97 700 6.7500
05-12-97 5,000 6.7500
05-13-97 2,500 6.7500
05-20-97 3,500 6.7500
05-28-97 4,600 6.7500
05-28-97 37,500 6.7500
07-07-97 7,000 6.7500
07-08-97 29,000 6.7500
07-09-97 10,000 6.7500
07-10-97 1,000 6.7500
07-23-97 6,000 6.9425
07-25-97 27,806 6.6285
07-31-97 2,000 6.3700
10-31-97 9,700 6.3239
10-31-97 1,500 6.9035
12-11-97 8,700 6.9150
12-12-97 15,600 6.6900
12-15-97 7,000 6.5625
12-17-97 10,000 6.1275
12-29-97 400 6.0650
12-29-97 3,800 6.3675
12-30-97 165,600 6.9765
12-30-97 7,700 6.7688
12-31-97 50,000 7.1174
12-31-97 5,000 7.0625
01-15-98 5,000 6.7393
01-22-98 5,000 6.6520
01-28-98 5,000 6.8558
01-29-98 5,000 6.8770
06-29-98 10,000 5.5000
07-30-98 9,800 6.9960
08-13-98 50,000 6.5002
SHARES PURCHASED BY ATTICUS QUALIFIED PARTNERS, L.P.(2)
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
06-29-98 26,050 5.500
07-30-98 15,200 6.9957
08-13-98 77,700 6.5001
- - -----------------------
(2) 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
and 127,500 shares of Common Stock as a result of a transfer from Atticus
International Ltd.
<PAGE>
SHARES PURCHASED BY ATTICUS INTERNATIONAL, LTD.(3)
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
03-03-97 2,000 6.7500
03-04-97 900 6.7500
03-05-97 3,200 6.7500
03-06-97 2,900 6.7500
03-07-97 1,000 6.7500
03-11-97 2,200 6.7500
03-12-97 12,700 6.7500
03-13-97 11,600 6.7500
03-14-97 12,600 6.7500
03-25-97 7,200 6.7500
03-26-97 7,200 6.7500
04-09-97 6,500 6.7500
04-10-97 3,400 6.7500
04-17-97 3,400 6.7500
04-18-97 5,000 6.7500
04-21-97 3,400 6.7500
04-22-97 3,400 6.7500
04-22-97 6,800 6.7500
04-24-97 6,800 6.7500
04-25-97 3,000 6.7500
04-25-97 6,000 6.7500
04-28-97 3,400 6.7500
04-29-97 16,200 6.7500
05-01-97 18,000 6.7500
05-05-97 6,900 6.7500
05-07-97 2,800 6.7500
05-08-97 850 6.7500
05-12-97 5,000 6.7500
05-13-97 3,200 6.7500
05-20-97 3,500 6.7500
05-28-97 6,000 6.7500
05-28-97 47,500 6.7500
06-27-97 20,000 6.7500
07-07-97 9,500 6.7500
07-08-97 40,000 6.7500
07-09-97 18,000 6.7500
07-10-97 1,000 6.7500
07-14-97 3,500 6.7500
07-23-97 8,000 6.9419
07-25-97 40,000 6.6284
- - -----------------------
(3) This list includes 141,144 shares of Common Stock that were subsequently
transferred to Atticus Partners and 127,500 shares of Common Stock that were
subsequently transferred to Atticus Qualified Partners, L.P.
<PAGE>
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
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
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 ($)
---------------- ----------------------- -------------------
04-28-97 2,000 6.7500
04-28-97 1,000 6.7500
04-29-97 3,000 6.7500
04-29-97 1,500 6.7500
04-29-97 1,500 6.7500
04-30-97 6,800 6.7500
04-30-97 3,350 6.7500
04-30-97 3,350 6.7500
05-06-97 4,850 6.7500
05-06-97 2,425 6.7500
05-06-97 2,425 6.7500
05-07-97 10,000 6.7500
05-07-97 5,000 6.7500
05-07-97 5,000 6.7500
05-09-97 10,000 6.7500
05-09-97 5,000 6.7500
05-09-97 5,000 6.7500
05-12-97 5,000 6.7500
05-12-97 2,500 6.7500
05-12-97 2,500 6.7500
05-14-97 8,000 6.7500
05-14-97 4,000 6.7500
05-14-97 4,000 6.7500
05-15-97 2,000 6.7500
05-15-97 1,250 6.7500
05-15-97 1,250 6.7500
05-20-97 4,000 6.7500
05-20-97 4,000 6.7500
<PAGE>
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
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
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
<PAGE>
SHARES SOLD BY ATTICUS CAPITAL FOR MANAGED ACCOUNTS
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
08-27-97 1,000 6.7500
06-29-98 3,000 5.5000
06-29-98 6,700 5.5000
06-29-98 4,850 5.5000
06-29-98 10,000 5.5000
06-29-98 10,000 5.5000
06-29-98 5,000 5.5000
06-29-98 8,000 5.5000
06-29-98 2,500 5.5000
06-29-98 8,000 5.5000
06-29-98 1,000 5.5000
06-29-98 2,000 5.5000
08-13-98 7,000 6.4591
08-13-98 2,100 6.4591
08-13-98 1,400 6.4591
08-13-98 1,400 6.4591
08-13-98 1,400 6.4591
08-13-98 6,200 6.4591
08-13-98 900 6.4591
08-13-98 700 6.4591
08-13-98 1,200 6.4591
08-13-98 1,400 6.4591
08-13-98 12,300 6.4591
08-13-98 10,000 6.4595
08-13-98 3,000 6.4595
08-13-98 2,000 6.4595
08-13-98 2,000 6.4595
08-13-98 2,000 6.4595
08-13-98 8,800 6.4595
08-13-98 1,200 6.4595
08-13-98 900 6.4595
08-13-98 1,700 6.4595
08-13-98 2,000 6.4595
08-13-98 17,300 6.4595
08-13-98 8,000 6.4594
08-13-98 2,400 6.4594
08-13-98 1,600 6.4594
08-13-98 1,600 6.4594
08-13-98 1,600 6.4594
08-13-98 7,100 6.4594
08-13-98 1,000 6.4594
08-13-98 700 6.4594
08-13-98 1,300 6.4594
08-13-98 1,600 6.4594
<PAGE>
Date Number of Shares Price ($)
---------------- ----------------------- -------------------
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 1,908,5062(1) 16.44%
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
<FN>
- - -----------------------
(1) 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 418,050 and 607,450
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 551,556 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 c/o Atticus Capital, L.L.C., 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 BLUE proxy card,
SIGNING the enclosed BLUE proxy card,
DATING the enclosed BLUE proxy card, and
MAILING the enclosed BLUE 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 BLUE 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 BLUE 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 March __, 1999, 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 and James S.
Goodwin 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
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
<PAGE>
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
