UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
FLANIGAN'S ENTERPRISES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(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:
________________________________________________________________________________
SEC 1913 (3-99)
<PAGE>
FLANIGAN'S ENTERPRISES, INC.
2841 Cypress Creek Road
Fort Lauderdale, Florida 33309
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 25, 2000
Fort Lauderdale, Florida
February 2, 2000
To the Stockholders of Flanigan's Enterprises, Inc.,
Please take notice that the Annual Meeting of Stockholders of Flanigan's
Enterprises, Inc. (the "Company") will be held on Friday, February 25, 2000, at
10:00 A.M., at its corporate headquarters, 2841 Cypress Creek Road, Fort
Lauderdale, Florida, 33309 to consider and act upon the following matters:
(1) To elect three directors of the Company to hold office until the year
2003 Annual Meeting;
(2) To transact such other business as may properly come before the
meeting.
Details relating to these matters are set forth in the attached proxy
statement. Stockholders of record at the close of business on January 24, 2000,
will be entitled to vote at the meeting.
The Company invites each stockholder to attend the meeting in person.
However, whether or not you expect to be present, your cooperation in promptly
signing and returning the enclosed proxy in the envelope provided will be
appreciated. Regardless of the number of shares you own, your vote is important.
If you are present and vote in person at the meeting, the proxy will not be
used.
The Board recommends and requests a vote "FOR" the three nominees to the
Board of Directors.
FLANIGAN'S ENTERPRISES, INC.
Edward A. Doxey, Secretary
<PAGE>
FLANIGAN'S ENTERPRISES, INC.
2841 Cypress Creek Road
Fort Lauderdale, Florida 33309
PROXY STATEMENT
February 2, 2000
ANNUAL MEETING OF STOCKHOLDERS
This proxy statement is furnished in connection with the solicitation by
the management of Flanigan's Enterprises, Inc. (the "Company") of proxies for
use at the Annual Meeting of Stockholders of the Company to be held on Friday,
February 25, 2000, at 10:00 A.M. at its corporate headquarters, 2841 Cypress
Creek Road, Fort Lauderdale, Florida, 33309 or at any adjournment of such
meeting.
Stockholders of record as of the close of business on January 24, 2000 are
entitled to vote at the meeting. On that date there were outstanding 1,950,000
shares of Common Stock ($.10 par value) of the Company, with each entitled to
one vote.
The Company's Annual Report (including the Form 10-KSB filed with the
Securities and Exchange Commission) for the fiscal year ended October 2, 1999 is
enclosed.
The accompanying proxy is revocable by the stockholder at any time before
it is exercised. Any stockholder attending the meeting may vote in person
whether or not a proxy was previously signed. Unless revoked, properly executed
proxies will be voted in accordance with specifications therein. Proxies with no
specifications will be voted in favor of all proposals. There are no rights of
appraisal or similar rights of dissenters with respect to any matter to be acted
upon at the meeting.
Solicitation of proxies is to be made by use of the mails, and in addition,
may be made by directors, officers and regular employees of the Company, either
personally or by telephone. The cost of the solicitation will be borne by the
Company, including reimbursement of brokerage firms and other custodian or
nominees for reasonable expenses incurred in distributing these proxy materials
to their beneficiaries.
1
<PAGE>
PROPOSAL ONE:
ELECTION OF DIRECTORS
The By-Laws of the Company provide for a Board of Directors which shall
consist of three classes of directors of three directors each. Three directors
are to be elected to replace those of the class whose terms expire this year.
The three directors to be elected at the annual meeting shall serve for a
three-year term expiring in 2003 and until their respective successors are
elected and qualified.
Shares of stock represented by valid proxies received in time for the
meeting will be voted for the election of the nominees listed below. It is not
anticipated that any of the nominees will be unavailable for election as a
director, but in case any of the nominees should become unavailable, the proxies
will be voted for such substitute as shall be designated by the Board of
Directors. Charles E. McManus has been a director since 1982, James G. Flanigan
has been a director since 1991 and Edward A. Doxey has been a director since
1998.
DIRECTORS ELECT
<TABLE>
<CAPTION>
Shares of
Common Stock
Principal Occupation for the Beneficially
Last Five Years and Certain Director Owned as of Percent
Name Other Directorships Age Since January 24, 2000 of Class
- ------------------ ------------------------------ -------- ---------- ------------------- ----------
<S> <C> <C> <C> <C> <C>
Term Ending 2003
Charles E. McManus Certified Manufacturing 85 1982 22,924 1.1
Engineer and Independent
Sales Representative for
Food Service Equipment Co.,
Baltimore, MD, President of
Preferred Food Purveyors, Inc.
Baltimore, MD.
James G. Flanigan Vice President of Twenty- 35 1991 118,300 (3) 5.6
(1) Seven Birds Corporation,
a Franchisee since 1985
Edward A. Doxey Chief Financial Officer and 58 1998 11,584 (7) *
Secretary of the Company
<CAPTION>
<PAGE>
DIRECTORS CONTINUING IN OFFICE AFTER THE MEETING
Shares of
Common Stock
Principal Occupation for the Beneficially
Last Five Years and Certain Director Owned as of Percent
Name Other Directorships Age Since January 24, 2000 of Class
- ------------------ ------------------------------ -------- ---------- ------------------- ----------
<S> <C> <C> <C> <C> <C>
Term Ending 2001
Joseph G. Flanigan Chairman of the Board 70 1960 519,718 (4) 24.7
President and Chief Executive
Officer of the Company
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Principal Occupation for the Beneficially
Last Five Years and Certain Director Owned as of Percent
Name Other Directorships Age Since January 24, 2000 of Class
- ------------------ ------------------------------ -------- ---------- ------------------- ----------
<S> <C> <C> <C> <C> <C>
Jeffrey D. Kastner Principal, law firm of 46 1985 425,500 (5) 20.2
Jeffrey D. Kastner, P.A.
since 1985, and General
Counsel and Assistant
Secretary of the Company
Charles F. Kuhn Former Vice President of 70 1985 -- --
Package Operations, Package
Store Manager since 1992,
of Big Daddy's #14, Inc.
a Franchisee
Term Ending 2002
William Patton Vice President of Community 77 1990 15,498 *
Relations since 1981, prior
thereto Vice President,
Lounge Operations
Germaine M. Bell Former Assistant Secretary 67 1984 -- --
of the Company
Patrick J. Flanigan President of B.D. 43 Corp., 39 1991 78,000 (2) 3.7
(1) a Franchisee since 1985.
President of B.D. 15 Corp.,
General Partner of CIC
Investors #15, a Franchisee
since 1997
Total shares beneficially owned
by all directors and executive officers
as a group (nine in number). 961,424 (6) 45.6
* Less than 1%
</TABLE>
------------------------------
(1) James G. and Patrick J. Flanigan are the sons of the Chairman of the Board.
(2) Includes 76,200 shares owned by a trust which Patrick J. Flanigan is one of
three trustees and a beneficiary, 1,000 shares owned by his spouse, and 800
shares owned by his spouse as custodian for his children.
(3) Includes options to acquire 28,000 shares of common stock granted pursuant
to the Company Key Employee Incentive Stock Option Plan, 76,200 shares
owned by a trust of which James G. Flanigan is one of three trustees and a
beneficiary, 400 shares owned as custodian for his child and 4,600 shares
owned by his spouse.
(4) Includes options to acquire 88,244 shares of common stock, see Notes (3) &
(4) to Cash Compensation Table. Includes 76,200 shares owned by a trust of
which the spouse of the Chairman of the Board is one of three trustees and
2,400 shares owned by grandchildren of the Chairman of the Board.
3
<PAGE>
(5) Includes options to acquire 40,000 shares of common stock granted pursuant
to the Company Key Employee Incentive Stock Option Plan, 381,000 shares
owned equally by five trusts of which Jeffrey D. Kastner is one of three
trustees. The five trusts include the trusts of Patrick J. Flanigan (See
Note (2) above), James G. Flanigan (See Note (3) above), and the trust of
which the spouse of the Chairman of the Board is one of three trustees (See
Note (4) above) and the 76,200 shares owned by each trust.
(6) Includes 228,600 shares owned equally by the three trusts of which Jeffrey
D. Kastner is one of the three trustees. The 76,200 shares owned by each of
the trusts of Patrick J. Flanigan (See Note (2) above) and James G.
Flanigan (See Note (3) above) are included in the calculation of beneficial
stock ownership of those individuals only. The 76,200 shares of stock owned
by a trust of which the spouse of the Chairman of the Board is one of three
trustees is not included, as that stock is already included in the
calculation of beneficial ownership of Jeffrey D. Kastner. The 800 shares
owned by Patrick J. Flanigan, as custodian for his children, and the 400
shares owned by James G. Flanigan, as custodian for his child, are not
included, as that stock is already included in the calculation of
beneficial ownership of the Chairman of the Board.
(7) Includes 120 shares owned by his daughter.
The Board of Directors met four times during the past fiscal year and each
director attended at least three of those meetings of the Board and its
committees. Each director who is not a full time employee of the Company
receives an annual director's fee of $5,000 plus $250 for attendance at each
Directors Meeting and Audit Committee Meeting.
BOARD OF DIRECTORS, COMMITTEES AND NOMINATIONS
The principal committee of the Board of Directors is the Audit Committee.
The functions of this committee include recommending the engaging and
discharging of the Company's independent auditors, reviewing with the
independent auditors the plan and results of the audit engagement, approving
professional services provided by the independent auditors prior to the
performance of such services, reviewing the range of audit and non-audit fees
and reviewing the adequacy of the Company's system of internal accounting
controls. The Audit Committee held one meeting during the past fiscal year. The
members of the Audit Committee for fiscal year 1999 were Charles McManus,
Jeffrey Kastner and Charles Kuhn.
While there is no nominating committee, the entire Board selects nominees
for election as directors and considers the performance of directors in
determining whether to nominate them for re-election. In performing these
functions, the Board considers any stockholder recommendations with respect to
the composition of the Board. Any recommendation by a stockholder of a proposed
candidate must be in writing, accompanied by a description of the proposed
nominee's qualification and other relevant biographical information together
with the consent of the proposed nominee to serve. The recommendation should be
directed to the Board of Directors, Attention: Secretary, Flanigan's
Enterprises, Inc., 2841 Cypress Creek Road, Fort Lauderdale, Florida, 33309.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES
SET FORTH HEREIN.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company during
the fiscal year ended October 2, 1999 to all of the Company's executive officers
whose aggregate direct re-numeration exceeded $60,000, and to all executive
officers as a group.
<TABLE>
<CAPTION>
COMPENSATION TABLE
Other
Name and Principal Position Annual Compensation Compensation (1)(2)
- --------------------------- ------------------- --------------------
<S> <C> <C>
Joseph G. Flanigan, (3)(4)(5) $315,000 $38,000
Chairman of the Board,
Chief Executive Officer
and President
Jeffrey D. Kastner, 116,000
Assistant Secretary
and General Counsel
Edward A. Doxey, 85,000
Chief Financial Officer
Others (one in number) 32,000 8,000
------ -----
All Executive Officers
as a group (four in number)(6) $548,000 $46,000
</TABLE>
- -------------------------------
(1) This table does not include incidental personal benefits of a limited
nature. Although the amount of such benefits and the extent to which they
are related to job performance cannot be ascertained specifically, the
Company has concluded that the aggregate amount does not exceed the lesser
of $25,000 or 10% of the cash compensation disclosed above for any one
person or all executive officers as a group.
(2) Represents value of premium paid by the Company for life insurance.
(3) On June 3, 1987, the Company entered into an Employment Agreement with
Joseph G. Flanigan effective January 1, through December 31, 1988 and
subject to one year extensions unless either the Company or such executive
shall have delivered a notice that the term will not be extended. This
Agreement was approved by the Bankruptcy Court in the Company's
reorganization proceedings and was ratified by stockholders at the
Company's 1988 annual meeting (83% of the stockholders voting ratified the
Agreement). Mr. Flanigan receives a base salary of $150,000. From 1988
until September 28, 1996 Mr. Flanigan participated in a profit sharing
program based on the Company exceeding certain financial projections. For
the fiscal year ended September 28, 1996 no bonus was earned under the
Agreement. At the Company's 1997 annual meeting, the stockholders approved
a modification to the Agreement to provide that during the period of Mr.
Flanigan's employment, the Company will pay Mr. Flanigan in addition to his
base salary an amount equal to fifteen percent of the annual income of the
Company before income taxes, in excess of $650,000, excluding extraordinary
items. For the fiscal year ended October 3, 1998 a bonus of $116,000 was
earned, of which the sum of $30,000 was refused by Mr. Flanigan to offset
the compensation paid to other executive officers. For fiscal year ended
October 2, 1999, a bonus of $165,000 was earned. The Agreement further
provides that in the event of termination, the Chairman of the Board would
be entitled to a maximum payment of $450,000.
During fiscal year 1996, (prior to December 30, 1995), Mr. Flanigan
exercised the option to purchase 93,092 shares of the Company's common
stock, pursuant to the Employee Agreement, at $0.875 per share. The option
price in the Employment Agreement had been reduced to $0.875 per share in
December, 1989 and approved at the Company's 1990 Annual Meeting.
The Employment Agreement further provides that in the event of a "change in
control" of the Company, the term of the Agreement will continue for a
period of three years thereafter, provided that any damages due Mr.
Flanigan as a result of a change in control of the Company will be
subordinate to the claims of the secured creditors in the Company's
bankruptcy proceedings, whose damages would also be due in full. In the
event of termination, Mr. Flanigan would be entitled to a maximum of
$450,000.
5
<PAGE>
(4) During the quarter ended March 28, 1992, the Board of Directors approved
issuance of additional options to Joseph G. Flanigan to purchase up to
46,450 shares of the Company's common stock. The exercise price of $2.25
equaled the fair market value on the date of issuance. By written
Resolution, dated January 12, 1994, the Board of Directors approved an
amendment to the stock option granted Joseph G. Flanigan increasing the
amount of the option price to $6.50 per share, which reflected in excess of
110% of the per share price of the Company's stock as of the close of
business on January 12, 1994. The expiration date of the stock option was
also extended through February 27, 2002. This action was approved by the
stockholders at the Company's 1994 Annual Meeting. During fiscal year 1999,
Mr. Flanigan exercised the option to purchase 19,838 of the Company's
common stock at the option price of $3.25 (adjusted for stock split on
April 1, 1999).
(5) Also at the Company's 1997 Annual Meeting the stockholders approved a
modification to the Employment Agreement which granted Mr. Flanigan the
option to acquire 4.99% of the amount of common stock of the Company
outstanding as of the date of exercise, but not less than 45,250 shares at
the option price of $4.95 per share. The expiration date of the stock
option is December 31, 2001. During fiscal year 1999, Mr. Flanigan
exercised the option to purchase 27,840 shares of the Company's common
stock at the option price of $4.95 per share.
(6) See "Related Party Transactions."
RELATED PARTY TRANSACTIONS
In fiscal year 1999, Walter L. McManus, Sr., former Vice Chairman,
(together with his children; Castlewood and Co., a family owned Maryland
partnership; and Castlewood Realty Company, Inc., a family owned Maryland
Corporation) received an aggregate of $228,456 from the Company in lease rentals
for three locations where they leased to the Company the land or building. The
Company owed agreed to lease rejection damages of $49,816 to companies
controlled by the former Vice Chairman of the Board, which are included in and
payable pursuant to the Company's Plan of Reorganization.
Certain of the officers and directors of the Company hold securities of a
limited partnership which owned a club in King of Prussia, Pennsylvania which
was managed by the Company as General Partner for a management fee of 49% of the
profits. The partnership interests of all said officers and directors
represented 18.22% of the total invested capital of $960,000 in this limited
partnership. This unit was sold September 20, 1996. See page 9 of the Form 10-
KSB for the period ended October 2, 1999 for further discussion of the sale.
Members of Mr. Flanigan's family purchased four units sold to them on a
franchise basis in prior years. The terms of these sales were similar to one or
more of the Company's other franchise sales. The Company had no accounts
receivable from parties related to Mr. Flanigan at year-end.
During fiscal 1990, Mr. Flanigan acquired a 33.33% interest in one unit
sold to his family on a franchise basis in prior years. Mr. James G. Flanigan, a
member of the Board of Directors of the Company, is also a 33.33% owner of this
unit and is the manager of the day-to-day operation of the same. The Company
assigned the Lease Agreement for this unit to the franchisee, and vacated the
sublease agreement which had been a part of the franchise purchase. With this
transaction, the franchisee becomes responsible for all rent due under the Lease
Agreement. Under the new Franchise agreement the Company receives the royalty
fees only.
During fiscal 1990, Mr. Flanigan also became a 50% owner of a corporation
which assumed management of the day-to-day operation of another unit sold to his
family on a franchise basis in prior years. Mr. Flanigan became involved in the
day-to-day operation of this unit during fiscal year 1995 on a limited basis.
During fiscal year 1992, one unaffiliated franchisee expressed an interest
in selling his unit or returning it to the Company pursuant to the terms of its
franchise agreement and related documents. As a result of the substantial
investment necessary to upgrade and renovate this unit, an affiliated group of
investors formed a Subchapter S corporation and purchased this unit from the
franchisee. The shareholder interest of all officers and directors represents
40% of the total invested capital. The shareholder interest of the Chairman's
family represents an additional 50% of the total invested capital. The Company
receives the increased royalties provided for in the new
6
<PAGE>
franchise agreement executed during fiscal year 1996. During the first
quarter of fiscal year 1999, the Company purchased the right to manage the
restaurant for this franchisee from an unrelated third party pursuant to an
existing Management Agreement. The terms of the Management Agreement were
not modified.
During fiscal year 1995, three of the four franchises purchased by members
of Mr. Flanigan's family in prior years, whose franchise agreements expired
during the past fiscal year, executed the Company's new franchise agreement for
the continued operation of their restaurants under the "Flanigan's Seafood Bar
and Grill" service mark or other service marks approved by the Company.
During fiscal year 1996, the Company's franchise agreement with a member of
Mr. Flanigan's family expired and the Company declined to offer the franchisee
the option of executing its new franchise agreement. During the first quarter of
fiscal year 1997, the Company filed suit against the franchisee for servicemark
infringement, seeking injunctive relief and monetary damages. During fiscal year
1998 a Stipulated Agreed Order of Dismissal Upon Mediation was issued whereby
the Company received $110,000 and the former franchisee agreed to cease all use
of the "Flanigan's" servicemark and other trade dress features common to the
Company owned and/or franchised restaurants.
During the third quarter of fiscal year 1997, a related party who is a
member of the Board of Directors of the Company and a member of Mr. Flanigan's
family formed a limited partnership to own a certain franchise in Fort
Lauderdale, Florida, through which it raised the necessary funds to renovate the
restaurant. The related party paid the Company $150,000 to approve his purchase
of this franchise and for the Company to relinquish its right to act as manager
of the franchise. As a result of this transaction the Company, received a
promissory note in the original principal amount of $100,000 which was paid in
full during fiscal year 1999. The Company is a twenty-five percent limited
partner in the franchise. The limited partnership interest of all officers and
directors represents 48.75% of the total of the invested capital. The limited
partnership interest of the Chairman's family represents an additional 2.50% of
the invested capital.
During the fourth quarter of fiscal year 1997, the Company formed a limited
partnership and raised funds through a private offering to purchase the assets
of a restaurant in Surfside, Florida, and renovate the same for operation under
the "Flanigan's Seafood Bar and Grill" servicemark. The restaurant opened for
business on March 6, 1998 The Company acts as general partner of the limited
partnership and is also a 42% limited partner. The limited partnership interest
of all officers and directors represents 23.20% of the total of the invested
capital. The limited partnership interest of the Chairman's family and the
family of one director represents an additional 8.80% of the invested capital.
During the fourth quarter of fiscal year 1998, the Company, as agent for a
limited partnership to be formed, raised funds through a private offering to
purchase the assets of a restaurant in Kendall, Florida and renovate the same
for operation under the "Flanigan's Seafood Bar and Grill" servicemark. The
Company will act as general partner of the limited partnership and will also be
a 40% limited partner. The limited partnership interest of officers and
directors will represent 13.8% of the total of the invested capital. The limited
partnership interest of the Chairman's family represents an additional 16.9% of
the invested capital. Due to circumstances beyond the control of the Company,
the renovated restaurant is expected to open for business during March, 2000.
See footnotes (3) and (5) to the Compensation Table for a discussion of an
Employment Agreement between the Company and its Chairman of the Board.
Each of the above transactions was reviewed by the Board of Directors at
the time made and were, in the opinion of management and the Board, entered into
on terms which were no less favorable to the Company than could be obtained in
similar transactions with disinterested third parties.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of January 24, 2000, the names of persons
who own of record, or are known by the Company to own beneficially, more than 5
percent of its Common Stock, and the beneficial ownership of all such stock as
of that date by all officers and directors as a group. See footnotes (3), (4)
and (5) to the Compensation Table for a discussion of stock options granted to
Mr. Flanigan.
<TABLE>
<CAPTION>
Number of
Name of Beneficial Owner Shares Percentage
- ------------------------ ------ ----------
<S> <C> <C>
Fidelity Investments 181,400 8.6
Joseph G. Flanigan 519,718 24.7
Jeffrey D. Kastner 425,500 20.2
James G. Flanigan 118,300 5.6
All Officers and Directors
as a Group (nine in number) 961,424 45.6
</TABLE>
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
The rules and regulations of the Securities and Exchange Commission afford
stockholders the right to submit proposals to the Company which the Company must
then include in its proxy materials and which will be voted on by stockholders
at the Annual Meeting next ensuing. Under these regulations any stockholder
desiring to submit a proposal to be voted on at the 2001 Annual Meeting of the
Company must deliver the proposal to the Company no later than September 22,
2000.
OTHER MATTERS
As of the date of this proxy statement, the management does not intend to
present, and has not been informed that any other person intends to present, any
matters for action at the meeting other than those specifically referred to
herein. If, however, any other matters are properly presented at the meeting it
is the intention of the persons named in the proxies to vote the shares of stock
represented thereby in accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Edward A. Doxey
Secretary
February 2, 2000
8
<PAGE>
REVOCABLE PROXY
FLANIGAN'S ENTERPRISES, INC.
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Proxy Solicited on Behalf of the Board of Directors of
the Company for Annual Meeting February 25, 2000
The undersigned hereby constitutes and appoints Jeffrey D. Kastner and
Edward A. Doxey, jointly and severely as his true and lawful agents and
proxies with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Stockholders of Flanigan's
Enterprises, Inc. to be held at the Company's executive offices, 2841 West
Cypress Creek Road, Ft. Lauderdale, FL 33309 on Friday, February 25, 2000
at 10:00 A.M. and at any adjournments thereof on all matters coming before
said meeting.
Please sign exactly as name appears below.
1. ELECTION OF DIRECTORS.
Nominees:
Charles F. McManus, Edward A. Doxey, James G. Flanigan
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. In their discretion, upon other matters as may properly come before the
meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted for Proposal one.
When shares are held by joint tenants, both should sign. Executors,
administrators, trustees, etc. should give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer.
Please be sure to sign and date
this Proxy in the box below.
_____________________________
Date
_____________________________
Stockholder sign above
_____________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
FLANIGAN'S ENTERPRISES, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
