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
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
UNIQUE CASUAL RESTAURANTS, INC.
(Name of Registrant as Specified In Its Charter)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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
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Unique Casual Restaurants, Inc.
55 Ferncroft Road
Danvers, MA 01923-4001
Contact:
At the Company At the Financial Relations Board
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Donald C. Moore 212-661-8030
CEO & CFO Analyst Information: Lynn Sawyer-Landau
978-774-6606, ext. 1103 General Information: Jeff Bogart
FOR IMMEDIATE RELEASE
February 8, 1999
UNIQUE CASUAL RESTAURANTS ANNOUNCES ANNUAL MEETING DATE,
COMMENTS ON EFFORTS TO AVOID PROXY CONTEST
DANVERS, Mass., February 8, 1999 -- Unique Casual Restaurants, Inc., (Nasdaq:
UNIQ), announced today that it has begun mailing proxy materials for its annual
meeting of stockholders, to be held on Wednesday, March 17, 1999, at 10 a.m. at
the Tara Hotel in Danvers, Massachusetts.
The order of business at the meeting includes the election of two Class
II directors, each for a three-year term. Only stockholders of record at the
close of business on February 1, 1999, are entitled to vote at the meeting.
"It appears that the largest stockholder of the Company, Atticus
Partners, L.P., will pursue the election of its own candidates for directors,"
Donald C. Moore, Unique's CEO said. "Since the sale of Fuddruckers, Unique has
been working with Bear Stearns & Co., Inc. to aggressively evaluate strategic
alternatives for a possible sale of the entire Company. Hoping to avoid a proxy
contest, we entered into a confidentiality agreement with Atticus to enable them
to fully understand and evaluate the status of our process and efforts to date
by the Board of Directors to explore the sale of the Company. Furthermore, I met
with Atticus on behalf of the Board to indicate the Board's willingness to
appoint two representatives of Atticus as additional directors."
"Regrettably, Atticus has been unwilling to accept the Board's offer
for immediate representation to avoid a proxy contest," Mr. Moore added.
"Management and the Board of Directors are committed to pursuing the sale of the
Company. However, the Board believes that the replacement of two experienced
directors who have been significant participants in the Company's recent
transactions and evaluation of strategic alternatives would have a disruptive
effect on this ongoing process. Moreover, if Unique is not sold, we believe that
a divided Board will adversely impact management's ability to carry out a
strategy to operate and grow the Company's business."
-more-
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In its proxy materials the Company's Board of Directors recommends that
shareholders vote to re-elect the two existing Class II directors, Erline
Belton, president and chief executive officer of The Lyceum Group, a human
resources consulting firm, and Joseph W. O'Donnell, a partner in Osgood,
O'Donnell & Walsh and former chairman and chief executive officer of The J.
Walter Thompson Co.
Unique expects to discuss its second quarter results in a conference
call with analysts on Tuesday, February 16, 1999, at 11 a.m. E.S.T.
With the sale in November 1998 of its Fuddruckers business, Unique's
operations essentially consist of Champps Americana, an upscale casual-theme
chain of 18 Company-operated and 12 franchised restaurants located throughout
the United States. The Champps concept is based upon providing the best possible
food, value and service to guests in an entertaining and energetic atmosphere.
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