SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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[ ] Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
[x] 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)
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<PAGE>
[Letterhead of Atticus Partners, L.P.]
590 Madison Avenue
New York, NY 10022
Tel: (212) 829-8100 - Fax: (212) 829-8111
February 23, 1999
A MESSAGE TO STOCKHOLDERS OF
UNIQUE CASUAL RESTAURANTS, INC.:
You should have received by now our proxy statement relating to the
upcoming annual meeting of stockholders of Unique Casual Restaurants, Inc.
scheduled for March 17, 1999. We are asking that you support the election of our
two nominees to the Company's board of directors. Please show your support by
signing and returning the enclosed BLUE proxy card promptly.
WE ARE UNIQUE'S LARGEST STOCKHOLDER.
Together with our affiliates, we are currently the largest stockholder
of Unique, owning approximately 16.44% of the Company's common stock. We have
been the largest stockholder of Unique from its very first day as a public
company.
DIRECTORS AND MANAGEMENT OWN ONLY 0.09% OF THE COMPANY.
The seven people that comprise the directors and management of the
Company, in the aggregate, currently own only 10,884 shares of the Company's
common stock (not including options). That represents less than one-tenth of one
percent of the Company. It is time to elect directors to the board whose
interests are aligned with yours.
WILL WE DISRUPT THE "PROCESS"?
Management takes credit for the actions taken by the Company to date.
We believe that we have been instrumental in bringing about the positive steps
management has taken. We wrote a letter to the board of directors of the Company
on November 7, 1997 (which is publicly filed in Amendment 1 to our Schedule 13D)
recommending that, to maximize stockholder value, the Company "should explore
strategic alternatives including: a) a sale of the entire Company, or b) a sale
of Champps in a tax-efficient transaction similar to the [sale of the Daka
foodservice business], followed by a sale of Fuddruckers in due course."
In a subsequent letter, dated December 5, 1997, to the Company's board
of directors (filed as an exhibit to Amendment 2 to our Schedule 13D), we
further pressed our case for a sale of the Company as a whole or a sale of the
Champps and Fuddruckers subsidiaries separately. We stated that we had initiated
discussions with other stockholders representing approximately 35% of the
Company's common stock and that these discussions led to a consensus that the
Company should retain an investment bank to study strategic alternatives,
including a sale of the Company.
The facts speak for themselves. We believe that without our pressure,
the Company would not have sold Fuddruckers or hired Bear Stearns to explore
strategic alternatives.
WILL MR. MOORE SELL THE COMPANY?
We now believe that, without our presence on the board, the Company
will not consummate a sale of the Company. Specifically, we believe that so long
as Donald C. Moore, the Chief Executive Officer of the Company, is in charge of
the process, the Company will waste the proceeds of the Fuddruckers sale on what
management calls the "expansion phase" of Champps and will not actively pursue a
sale of the Company.
We believe that a sale of the Company is not the option preferred by
Mr. Moore. Instead, he appears to believe that he can expand the business by
implementing a "3-Year Plan", using the proceeds of the Fuddruckers sale to
build a number of new Champps restaurants. Mr. Moore stated to us that he
believes he can create greater stockholder value through expansion of Champps
than stockholders could realize at the prices at which third parties have
indicated interest in acquiring the Company.
<PAGE>
WHY DOESN'T MR. MOORE WANT TO SELL THE COMPANY?
Mr. Moore currently owns only 617 shares of the Company's common stock
(not including options). He simply does not have the same interest that you have
in seeing the Company sold. Furthermore, as a result of his recent promotion
from Chief Financial Officer to Chief Executive Officer, Mr. Moore received a
significant increase in his compensation, with just his base salary now nearing
the total amount of his compensation last year. He now earns $250,000 per year
plus a bonus. With so little invested in the Company's stock and with a CEO
title and large salary on the line, Mr. Moore's interests are clearly not the
same as yours.
WHAT HAPPENS IF MR. MOORE DOESN'T SELL THE COMPANY?
It is our opinion that Mr. Moore, with a background as a financial
officer, does not have the operational expertise necessary to effectively
implement an ambitious expansion plan and create stockholder value. During his
five years of executive experience at Rally's Hamburgers, Inc., from August 1990
through August 1995, Rally's stock price went from $10.75 to $2.50, a decline of
nearly 77%. During the same period, the Russell 2000 Index showed an increase of
approximately 89%. We are concerned that Unique's stock will suffer a similar
fate if Mr. Moore attempts to execute his "3-Year Plan."
We do not want to see the Company's coffers - full of the stockholders'
money - depleted in an ill-conceived plan proposed by a manager with little
experience running, much less quickly growing, this type of business. The damage
has already begun. As stated in the Company's proxy statement relating to the
Fuddruckers transaction, the Company's pro forma balance sheet at June 28, 1998
showed $27.3 million in unrestricted cash. According to its balance sheet at
December 31, 1998, the Company's unrestricted cash balance had dwindled to $21.2
million. Imagine what Mr. Moore's "3-Year Plan" can do for the Company and its
stockholders.
WHAT CAN WE DO ABOUT IT?
We strongly believe that a sale of the Company is the best alternative
for maximizing stockholder value. We will press the board to accept an offer
that places a realistic valuation on the Company. If there is no buyer willing
to pay a fair price for the Company, we feel that the next step should be a
replacement of the management team led by Mr. Moore with a team that is
experienced in preparing companies to be sold. In the meantime, we can attempt
to stop the waste of corporate assets and preserve the value of the Company for
its eventual sale. If elected, our nominees will diligently pursue these goals.
Your support is critical, no matter how many shares you own. We urge
you to sign, date and return the enclosed BLUE proxy card to vote FOR our
nominees. The only way to vote FOR our nominees is to return a signed and dated
BLUE proxy card with the FOR box checked. Withholding authority to vote for
management's nominees on management's white proxy card will not count as a vote
for Atticus. If you have already signed management's white proxy card (even to
withhold authority to vote for management's nominees), you must revoke that
proxy card by completing, signing, dating and returning our BLUE proxy card in
order to vote for our nominees. This will cancel your earlier proxy card because
only your latest dated signed proxy card will be valid at the annual meeting.
If you need assistance in voting your shares for our nominees, please
feel free to contact Georgeson & Company, Inc. toll-free at (800) 223-2064.
Sincerely,
/s/ Timothy R. Barakett
Timothy R. Barakett
Managing Member of
Atticus Holdings, L.L.C.,
the general partner
