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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Unique Casual Restaurants
(Name of Registrant as Specified In Its Charter)
Unique Casual Restaurants
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[UNIQUE CASUAL RESTAURANT LOGO]
March 11, 1999
Dear Unique Casual Shareholder:
PROXY CONTEST SETTLED
We are writing to inform you that the pending proxy contest regarding our March
17 Annual Meeting has been settled by agreement between the Company and Atticus
Partners, L.P. We believe that the terms of the settlement agreement, which are
briefly described below, are in the best interests of the Company and its
shareholders.
The most significant features of the settlement are:
c Atticus' nominees for election as Directors, Timothy R. Barakett
and James S. Goodwin, will be immediately appointed to the Board as
Class I Directors of the Company to serve until the 2000 Annual
Meeting.
and
c Atticus will support Erline Belton and Joseph W. O'Donnell,
management's nominees for election as Class II Directors to serve
until the 2001 Annual Meeting, with the shares Atticus beneficially
owns.
TERMS OF THE AGREEMENT
The settlement agreement also calls for the following events to occur:
c The Board of Directors will be expanded immediately from five to
seven seats in order to accomodate the appointment of the Atticus
Directors.
c The Board of Directors will establish a two-member strategic
committee of the Board, consisting of Alan D. Schwartz, a
continuing director, and Timothy R. Barakett, one of the Atticus
Nominees. The Board will delegate to this committee authority to
control and/or oversee the negotiation and preparation of any
transaction to sell the Company and provide a recommendation
regarding such a transaction to the full Board. The committee will
also have the authority to review and evaluate the Company's senior
executive officers in light of the Company's strategic needs and
objectives and take action in connection with its evaluation.
c If the Company does not enter into a definitive agreement with
respect to a sale, merger or other business combination by May 31,
1999 (or a later date determined by the committee described above),
then the Board shall be reduced to five members and two of the
current directors will be required to step down.
One Corporate Place - 55 Ferncroft Road - Danvers, MA 01923-4001
Phone: (978) 774-6606 - Fax: (978) 774-1334
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TIME IS SHORT. PLEASE VOTE YOUR PROXY TODAY.
We are extremely pleased to inform you of this settlement. We also remind you
that the meeting is March 17 -- just about a week from today. It's important
that your vote be cast at the meeting. For your convenience, we have included
another proxy card and return envelope with this mailing for you to use.
If you have previously returned our WHITE proxy card you do not need to do
anything and your shares will be voted for the election of management's
nominees. If you previously returned Atticus' BLUE proxy card your shares will
not be voted unless you complete and return the enclosed proxy card.
If you have questions about your vote, or if you wish to change your vote,
please call MacKenzie Partners, Inc. toll-free at (800) 322-2885.
On behalf of your Board of Directors,
Sincerely,
[SIGNATURE OF DON MOORE]
Donald C. Moore
Chief Executive Officer
We have set forth below certain information regarding the Atticus Directors:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND BUSINESS
NAME, AGE AND PRINCIPAL BUSINESS ADDRESS DURING THE LAST FIVE YEARS
---------------------------------------- ---------------------------------
<S> <C>
Timothy R. Barakett, 33....................... Mr. Barakett has been the President and Managing
Atticus Capital, L.L.C. Member of Atticus Capital, L.L.C., a private
590 Madison Avenue, 32nd Floor investment management company and an affiliate of
New York, New York 10022 Atticus Partners, since October 1995. From June 1993
until March 1995, Mr. 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
39 East 79th Street 1998. From 1990 until February 1998, Mr. Goodwin was
New York, New York 10021 a Managing Director at Gleacher Natwest, Inc., an
investment banking company.
</TABLE>
Pursuant to the terms of the settlement agreement, the Company will pay certain
of Atticus' expenses incurred to date in connection with Atticus' solicitation
of proxies with respect to the Annual Meeting, in an amount not to exceed
$150,000.
As of March 10, 1999, Mr. Goodwin was the beneficial owner of no shares of
Common Stock of the Company and Mr. Barakett was the beneficial owner of
1,908,506 shares of Common Stock of the Company.
