<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PICCADILLY CAFETERIAS, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MARK L. MESTAYER
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 transactions applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
/ / 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 registrations 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:
- - --------------------------------------------------------------------------------
- - ---------------
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
PICCADILLY CAFETERIAS, INC.
P.O. BOX 2467
BATON ROUGE, LOUISIANA 70821
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 7, 1994
To the Shareholders of
Piccadilly Cafeterias, Inc.:
NOTICE IS HEREBY GIVEN that the 1994 Annual Meeting of Shareholders of
Piccadilly Cafeterias, Inc. (the "Company"), will be held at the general offices
of the Company, 3232 Sherwood Forest Boulevard, Baton Rouge, Louisiana, on
Monday, November 7, 1994, at 10:00 a.m., local time, for the following purposes:
1. To elect three persons to serve as directors on the Board of Directors
for a three-year term and until their successors are elected and have
qualified;
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record as of the close of business on September 9, 1994 are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Mark L. Mestayer
Secretary
Dated: October 7, 1994
YOUR VOTE IS IMPORTANT. PLEASE DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT
YOUR SHARES CAN BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF YOUR
PROXY DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE
MEETING. YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.
<PAGE> 3
PICCADILLY CAFETERIAS, INC.
P.O. BOX 2467
BATON ROUGE, LOUISIANA 70821
---------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 7, 1994 AND ADJOURNMENTS
---------------------
APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO SHAREHOLDERS:
OCTOBER 7, 1994
---------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The proxy furnished herewith, for use only at the Annual Meeting of
Shareholders to be held November 7, 1994 (the "Annual Meeting"), and any
adjournments thereof, is solicited on behalf of the Board of Directors of
Piccadilly Cafeterias, Inc. (the "Company"). Such solicitation is being made by
mail and may also be made in person or by telephone or telegraph by officers,
directors and regular employees of the Company, and arrangements may be made
with brokerage houses or other custodians, nominees and fiduciaries to send
proxy material to their principals. All expenses incurred in the solicitation of
proxies will be paid by the Company.
Any shareholder executing a proxy retains the right to revoke it by
delivery of notice in writing, or delivery of a proxy bearing a later date, to
the Secretary of the Company at any time prior to its use, or by voting in
person. All properly executed proxies received by the Company and not revoked
will be voted as specified and, in the absence of instructions to the contrary,
will be voted FOR Proposal 1.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock is necessary to constitute a quorum. Shareholders voting
or abstaining from voting by proxy on any issue will be counted as present for
purposes of constituting a quorum.
The management of the Company knows of no matters, other than those listed
in the accompanying Notice of Annual Meeting of Shareholders, which are likely
to be brought before such meeting. If other matters, not now known, properly
come before such meeting, the persons named in the enclosed form of proxy will
vote the proxy in accordance with their best judgment on such matters.
Shareholders of record at the close of business on September 9, 1994 are
entitled to notice of the Annual Meeting and to vote or to execute proxies. At
the close of business on September 9, 1994, the Company had outstanding
10,141,399 shares of common stock, without par value ("Common Stock"). Each such
outstanding share of Common Stock is entitled to one vote.
VOTING SECURITIES AND OWNERSHIP THEREOF
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of September 30, 1994, the number of shares
of Common Stock owned beneficially (as defined by the rules and regulations of
the Securities and Exchange Commission) by each director and nominee for
director, by each executive officer for whom compensation information is
disclosed under the heading "Executive Compensation and Certain Transactions --
Summary of Executive Compensation", by persons known by the Company to own
beneficially more than five percent of the outstanding Common Stock, and by all
current executive officers and directors as a group.
1
<PAGE> 4
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT
OF BENEFICIAL OF
NAME OWNERSHIP(1)(2) CLASS
<S> <C> <C>
James W. Bennett.............................................. 185,742(3)(4) 1.8%
James E. Durham Jr............................................ 85,525(3)(5) *
Julia H. R. Hamilton.......................................... 1,162,510(6) 11.5
Ronald A. LaBorde............................................. 45,546(3)(7) *
O. Q. Quick................................................... 918,002(8) 9.0
William D. Ross Jr............................................ 187 *
Edward M. Simmons Sr.......................................... 1,083 *
C. Ray Smith.................................................. 516(9) *
Malcolm T. Stein Jr........................................... 79,885(3)(10) *
Paul W. Murrill............................................... 4,000 *
Brian G. Von Gruben........................................... 38,831(3)(11) *
Brinson Trust Company......................................... 328,306(12) 3.2
Brinson Partners, Inc......................................... 305,594(12) 3.0
All directors and executive officers
as a group (21 persons)..................................... 2,763,426(13) 25.7
</TABLE>
- - ------------
* Less than 1%.
(1) The persons listed above have the sole power to vote and to dispose of the
shares beneficially owned by them except as otherwise indicated.
(2) Except as otherwise noted below, the address of each such owner is P. O.
Box 2467, Baton Rouge, Louisiana 70821.
(3) A portion of the shares are held beneficially and of record jointly with
spouse.
(4) Includes 150,000 shares he has the right to acquire under the 1988 Stock
Option Plan, 1,500 shares held by his daughter and 1,627 shares held by his
spouse.
(5) Includes 37,000 shares he has the right to acquire under the 1988 Stock
Option Plan and 796 shares he has the right to acquire under the Company's
Stock Purchase Plan.
(6) Includes 26,000 shares held as trustee of a charitable trust.
(7) Includes 41,500 shares he has the right to acquire under the 1988 Stock
Option Plan and 212 shares he has the right to acquire under the Company's
Stock Purchase Plan.
(8) Includes 649,943 shares held as sole executor and 101,059 shares held by
Mr. Quick as trustee under several trusts, 30,000 shares held by Mr.
Quick's spouse as trustee under several trusts, and 50,000 shares he has
the right to acquire under the 1988 Stock Option Plan. The remaining 87,000
shares are held beneficially and of record jointly with his spouse or
individually by Mr. Quick or his spouse.
(9) Includes 300 shares held by his spouse.
(10) Includes 63,000 shares he has the right to acquire under the 1988 Stock
Option Plan and 669 shares he has the right to acquire under the Company's
Stock Purchase Plan.
(11) Includes 38,000 shares he has the right to acquire under the 1988 Stock
Option Plan and 616 shares he has the right to acquire under the Company's
Stock Purchase Plan.
(12) Based upon information included in Schedule 13G dated February 11, 1994
filed with the Securities and Exchange Commission. The address of Brinson
Partners, Inc. and Brinson Trust Company is 209 South LaSalle, Chicago,
Illinois 60604-1295. Brinson Trust Company is a wholly owned subsidiary of
Brinson Partners, Inc.
(13) Includes 608,500 shares they have the right to acquire under the 1988 Stock
Option Plan and 4,682 shares they have the right to acquire under the
Company's Stock Purchase Plan.
------------------------
2
<PAGE> 5
PROPOSAL 1 -- ELECTION OF DIRECTORS
DIRECTORS AND NOMINEES
The Company's Articles of Incorporation provide for three classes of
directors with staggered terms of office and provide that, upon the expiration
of the term of office for a class of directors, nominees for each class shall be
elected for a term of three years to serve until the election and qualification
of their successors or until their earlier resignation, death or removal from
office. At the Annual Meeting, three nominees for director are to be elected.
The remaining directors will have two years and one year, respectively,
remaining in their terms of office. The election of directors is determined by
plurality vote.
The following table sets forth certain information regarding three nominees
for director proposed by the Board of Directors and those directors whose
current terms of office will not expire at the Annual Meeting.
The Board of Directors recommends voting "FOR" election of each of the
nominees for director listed below.
NOMINEES FOR DIRECTOR
(NOMINEES FOR 3-YEAR TERM EXPIRING AT THE 1997 ANNUAL MEETING)(1)
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
DIRECTOR PRESENTLY HELD
NAME SINCE AGE WITH COMPANY(2)
---- -------- --- ---------------------
<S> <C> <C> <C>
Julia H. R. Hamilton............. 1977 73 Director
Ronald A. LaBorde................ 1992 38 Executive Vice President, Treasurer (Chief
Financial Officer) and Director
Paul W. Murrill.................. 1994 50 Chairman of the Board and Director
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING IN 1996)
O. Q. Quick...................... 1949 75 Director
William D. Ross Jr............... 1978 73 Director
Malcolm T. Stein Jr.............. 1964 61 President, Chief Operating Officer
(TERM EXPIRING IN 1995)
James E. Durham Jr............... 1982 60 Senior Executive Vice President and
Director
Edward M. Simmons Sr............. 1992 65 Director
C. Ray Smith..................... 1992 59 Director
</TABLE>
- - ------------
(1) On September 27, 1994 James W. Bennett resigned as Chairman of the Board and
Chief Executive Officer of the Company. At a special meeting of the Board on
September 27, 1994, Mr. Paul W. Murrill was named Chairman of the Board. The
size of the Board has been reduced from ten to nine members and,
accordingly, the Board has made no nomination for director to replace Mr.
Bennett.
(2) See "Voting Securities and Ownership Thereof by Certain Beneficial Owners
and Management" for information concerning the securities holdings of each
director and nominee for director.
------------------------
The Company has no reason to believe that any of the candidates named in
the foregoing table will be unavailable to serve, if elected. If any such person
is unavailable to serve for any reason, proxies may be voted for the election of
another person selected by the Board of Directors of the Company.
The Board of Directors held four meetings during the fiscal year ended June
30, 1994. No director during the last full fiscal year attended fewer than 75%
of the aggregate of (a) the total number of meetings of the Board of Directors
(held during the period for which he or she has been a director)
3
<PAGE> 6
and (b) the total number of meetings held by all committees of the Board on
which he or she served (during the periods served). Each director who is not an
officer of the Company receives, in addition to reimbursement of reasonable and
necessary costs and expenses incurred, a retainer of $1,000 per month, a fee of
$1,000 for each regular and special meeting of the Board of Directors, and $500
for each meeting of a committee of the Board of Directors that such director
attends. In the case of directors who are officers of the Company, a fee of $350
is received for each regular meeting of the Board of Directors attended.
Mr. Durham joined the Company in 1959, was a cafeteria manager from 1963 to
1971 and was a district manager until 1979 when he joined the general office as
director of technical services. He became a region manager in 1981. He was
elected senior executive vice president in August 1988.
Mrs. Hamilton was a partner in the first Piccadilly cafeteria in 1944 and
is principally engaged in personal investments.
Mr. LaBorde joined the Company in 1982 as assistant controller. From June
1986 to January 1992 he was executive vice president, secretary and controller.
In January 1992, he was elected treasurer and chief financial officer.
Mr. Murrill has served as a director of Gulf States Utilities Company and
its successor company, Entergy Corporation, since 1978. He served as Chairman
and Chief Executive Officer of Gulf States Utilities Company for five of those
years. Mr. Murrill was Chancellor of Louisiana State University for seven years.
He serves as director of Tidewater, Inc. (an oil service company), First
Mississippi Corporation (a bank holding company), FirstMiss Gold, Inc. (a gold
mining company), Howell Corporation (a diversified energy company), and ZYGO (a
high precision instrument company).
Mr. Quick previously served as president of the Company from 1977 to 1983
and was chairman of the board from 1981 to June 1989 and from January 1992 to
June 1993. He has been with the Company since 1946.
Mr. Ross has been president of Financial Consulting Services, Inc., a Baton
Rouge, Louisiana, financial consulting firm, since his retirement in 1976 as
Dean and Professor of Economics, College of Business Administration, Louisiana
State University.
Mr. Simmons is the president and chief executive officer of McIlhenny Co.,
the makers of TABASCO brand pepper sauce. He has held such positions for nine
years. He is also a director of Pan American Life Insurance Company, First
Commerce Corporation (a bank holding company) and Central Louisiana Electric
Company.
Mr. Smith is the Tipton R. Snavely professor of business administration and
associate dean of the Darden Graduate School of Business Administration,
University of Virginia. Mr. Smith has taught at the University of Virginia since
1961.
Mr. Stein, who joined the Company in 1959, was a cafeteria manager from
1964 to 1974 and a district manager from 1974 to 1977. Mr. Stein was assigned to
the general office in 1977, became director of technical services in 1978 and a
region manager in July 1979. He was elected senior executive vice president in
August 1988 and in May 1993 was elected president and chief operating officer.
The directors, executive officers and ten-percent shareholders of the
Company are required to report to the Securities and Exchange Commission by
various specified dates transactions and holdings in the Company's Common Stock.
Mr. Goldsmith, an executive vice-president with the Company, reported in August
1994, acquisition of 300 shares and the sale of 904 shares 11 months after the
applicable due dates. Mr. Goldsmith did not realize a profit from these
transactions.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has standing executive, audit, compensation and
nominating committees.
4
<PAGE> 7
The Executive Committee is authorized to exercise substantially all powers
of the Board of Directors between meetings of the Board. The Executive Committee
did not meet during the fiscal year ended June 30, 1994. Messrs. Murrill and
Quick and Ms. Hamilton are members of the Executive Committee.
The Audit Committee reviews with the Company's independent auditors the
plan, scope and results of the annual audit and the procedures for and results
of internal controls. The Audit Committee considers, in general, the audit
services to be performed by the Company's independent auditors and the possible
effect on the independence of the auditors of the performance of nonaudit
services. The Audit Committee held two meetings during the fiscal year ended
June 30, 1994. Messrs. Ross and Smith and Ms. Hamilton are members of the Audit
Committee.
The Compensation Committee, which has authority to consider and make
recommendations to the Board of Directors regarding compensation of officers of
the Company, met twice during the fiscal year ended June 30, 1994. This
committee also administers the Company's 1993 Incentive Compensation Plan and
the Company's Employee Stock Purchase Plan. Messrs. Ross and Simmons and Ms.
Hamilton are members of the Compensation Committee.
The Nominating Committee, which makes director recommendations to the Board
of Directors on an as needed basis, held one meeting during the year ended June
30, 1994. This committee will consider nominees recommended by shareholders.
Shareholders wishing to make a recommendation may do so by sending a letter to
the Nominating Committee. Messrs. Quick and Simmons are members of the
Nominating Committee.
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
SUMMARY OF EXECUTIVE COMPENSATION
The following table shows for the three years ended June 30, 1994
information concerning compensation paid by the Company to the Chief Executive
Officer and to each of the four most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
---------------------------- ------------ ALL
OTHER NO. OF OTHER
ANNUAL OPTIONS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION(1) GRANTED SATION(2)
- - ------------------------------------ ---- ------------ ------------ ------------ -------
<S> <C> <C> <C> <C> <C>
James W. Bennett(3)................. 1994 $300,488 $ 34,962(4) -- $2,200
Chairman of the Board 1993 314,731 -- -- 2,200
Chief Executive Officer 1992 109,622(3) -- 150,000 1,100
Malcolm T. Stein Jr................. 1994 229,040 -- -- 2,200
President and Chief 1993 231,861 -- -- 2,200
Operating Officer 1992 207,692 -- 41,000 3,250
Ronald A. LaBorde................... 1994 150,520 -- -- 2,200
Treasurer, Chief Financial Officer 1993 151,942 -- -- 2,200
and Executive Vice President 1992 126,799 -- 25,500 1,150
James E. Durham Jr.................. 1994 192,380 -- -- 2,200
Senior Executive Vice 1993 196,974 -- -- 2,200
President and Region Manager 1992 197,974 -- 15,000 3,600
Brian G. Von Gruben................. 1994 192,304 -- -- 800
Executive Vice President and 1993 148,562 -- -- 800
Director of Marketing 1992 144,882 -- 23,500 800
</TABLE>
(See footnotes on following page)
5
<PAGE> 8
- - ---------------
(1) Excludes perquisites and other benefits unless the aggregate amount of such
compensation is the lesser of either $50,000 or 10% of the annual salary
reported for the named executive officer.
(2) Includes $800 per named executive per year paid by the Company for insurance
premiums for a group policy which afforded $75,000 of term life insurance
and long-term disability insurance for all officers and for a group
accidental death policy which afforded coverage of $1,000,000 for Messrs.
Bennett, Stein and Durham and $500,000 for all other executive officers.
Remaining amounts for Messrs. Bennett, Stein, LaBorde and Durham are for
director fees.
(3) Mr. Bennett joined the Company in January 1992. On September 27, 1994, Mr.
Bennett resigned as Chairman of the Board and Chief Executive Officer of the
Company. The Company has entered into a severance agreement with Mr.
Bennett, dated September 27, 1994, which includes payment of $300,000 over a
period not to exceed two years, continuation of health insurance coverage
under the Company's self-insured health plan for two years, and donation to
Mr. Bennett of a company-owned vehicle valued at $62,125.
(4) Includes the value of personal use of a company-owned vehicle and payments
made to cover personal income taxes related to his use of the vehicle.
------------------------
STOCK OPTIONS
The following table sets forth information with respect to the named
executive officers concerning unexercised options held as of June 30, 1994. No
options were exercised during the fiscal year ended June 30, 1994.
OPTION VALUES AS OF JUNE 30, 1994
<TABLE>
<CAPTION>
VALUE OF
NO. OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NAME JUNE 30, 1994(1) JUNE 30, 1994(1)
- - ------------------------------------------------------ ---------------- ----------------
<S> <C> <C>
James W. Bennett...................................... 150,000 $ 12,500
Malcolm T. Stein Jr................................... 63,000 --
Ronald A. LaBorde..................................... 41,500 --
James E. Durham Jr.................................... 37,000 --
Brian G. Von Gruben................................... 38,000 --
</TABLE>
- - ------------
(1) All options were awarded at the fair market value of the shares on the date
of grant and are exercisable as of June 30, 1994.
------------------------
PENSION PLAN
The Company maintains a defined benefit pension plan for employees. Annual
benefits payable on normal retirement at age 65 are equal to a participant's
number of years of service multiplied by 1% of the participant's final average
annual compensation, which is defined as the average annual remuneration paid
for the five highest consecutive years of the 10 most recent years preceding
retirement. Remuneration consists of a participant's total earnings during
applicable periods, including overtime, bonuses and cash Christmas gifts but
excluding the value of any meals furnished by the Company. The persons named in
the summary compensation table have the following credited years of service
under the plan: Mr. Bennett - 17; Mr. Stein - 35; Mr. LaBorde - 12; Mr. Durham -
35; Mr. Von Gruben - 23. Benefits are not subject to deductions for Social
Security benefits or other offset
6
<PAGE> 9
amounts. The following table shows estimated annual benefits payable on
retirement to persons in specified remuneration and years-of-service
classifications:
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
FINAL AVERAGE ------------------------------------------------------------------
ANNUAL COMPENSATION 15 20 25 30 35 40
------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000..................... $15,000 $20,000 $ 25,000 $ 30,000 $ 35,000 $ 40,000
125,000..................... 18,750 25,000 31,250 37,500 43,750 50,000
150,000..................... 22,500 30,000 37,500 45,000 52,500 60,000
175,000..................... 26,250 35,000 43,750 52,500 61,250 70,000
200,000..................... 30,000 40,000 50,000 60,000 70,000 80,000
225,000..................... 33,750 45,000 56,250 67,500 78,750 90,000
250,000..................... 37,500 50,000 62,500 75,000 87,500 100,000
300,000..................... 37,500 50,000 62,500 75,000 87,500 100,000
400,000..................... 37,500 50,000 62,500 75,000 87,500 100,000
</TABLE>
------------------------
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has provided the following Compensation
Committee Report:
The Company maintains a Compensation Committee comprised entirely of
outside, independent directors. The Compensation Committee oversees all
executive compensation, sets the compensation of executive officers of the
Company, and administers the Company's stock option plan. In general, levels of
compensation approved by the Committee are designed to:
- recognize individual initiative and performance;
- assist the Company in attracting and retaining qualified executives; and
- align the interests of executives with the long-term interests of
shareholders through award opportunities that can result in ownership of
Common Stock.
Compensation of the Company's executives consists primarily of a base
salary and the periodic grant of long term incentive opportunities in the form
of stock options. In setting executive compensation, the Committee bases its
decisions on recommendations presented to it by the Company's management. The
Committee's decisions are made using subjective evaluations and no formulas
measuring Company or individual performance are used.
Legislation enacted in 1993 imposes a new $1 million annual limit on the
tax deductibility of compensation paid to certain executive officers. The
Company's 1993 Incentive Compensation Plan has been structured such that
stock-based incentives granted under that plan can be excluded from the $1
million limit. The cash compensation paid by the Company to executive officers
is substantially below $1 million and, accordingly, will continue to be
deductible by the Company.
Submitted by the Compensation
Committee
Julia H. R. Hamilton
William D. Ross Jr.
Edward M. Simmons Sr.
7
<PAGE> 10
TOTAL RETURN COMPARISON
The graph and corresponding table below provide a comparison of the
cumulative total shareholder return on the Company's Common Stock, the S&P 500
Index and an industry peer group index composed of Buffets, Inc., Fresh Choice,
Inc., Furr's Bishop's, Inc., Homestyle Buffet, Inc., Lubys Cafeterias, Inc.,
Morrison Restaurants Inc., Perkins Family Restaurants, L.P., Ryans Family Steak
Houses, Shoney, Inc., and Sizzler International, Inc. from June 30, 1989 through
June 30, 1994. The companies in the peer group index are mid-price family
restaurant companies with large multi-unit operations and similar stock market
capitalization. The returns of each issuer in the peer group are weighted
according to that issuer's stock market capitalization. The information in the
graph and corresponding table is based on the assumption of a $100 investment on
June 30, 1989 and includes reinvestment of dividends.
COMPARISON OF CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
MEASUREMENT PERIOD PICCA-
(FISCAL YEAR COVERED) DILLY PEER GROUP S&P 500
<S> <C> <C> <C>
JUN-89 100 100 100
JUN-90 109 113 116
JUN-91 84 115 125
JUN-92 83 136 142
JUN-93 79 143 161
JUN-94 85 140 163
</TABLE>
OTHER BUSINESS
As of this date, management is not aware that any other matters are to be
presented for action at the meeting, but the proxy form sent herewith, if
executed and returned, gives discretionary authority with respect to any other
matters that may come before the meeting.
IF YOU CANNOT ATTEND THIS MEETING, PLEASE SIGN, DATE AND MAIL PROMPTLY THE
ENCLOSED PROXY.
8
<PAGE> 11
SHAREHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING
Shareholders may submit proposals for the 1995 Annual Meeting of
Shareholders by sending such proposals to the attention of Mark L. Mestayer,
Secretary, P.O. Box 2467, Baton Rouge, Louisiana 70821. In order to be
considered for inclusion in the proxy statement for the 1995 annual meeting,
such proposals must be received by the Company on or before June 9, 1995. All
shareholder proposals must comply with Rule 14a-8 promulgated by the Securities
and Exchange Commission.
By Order of the Board of Directors,
Mark L. Mestayer
Secretary
Baton Rouge, Louisiana
October 7, 1994
THE COMPANY WILL FURNISH WITHOUT CHARGE COPIES OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1994 TO INTERESTED SECURITYHOLDERS ON
REQUEST. THE COMPANY WILL FURNISH TO ANY SUCH PERSON ANY EXHIBITS DESCRIBED IN
THE LIST ACCOMPANYING SUCH REPORT UPON PAYMENT OF REASONABLE FEES RELATING TO
THE COMPANY'S FURNISHING SUCH EXHIBITS. REQUESTS FOR COPIES SHOULD BE DIRECTED
TO RONALD A. LABORDE, TREASURER AND CHIEF FINANCIAL OFFICER, P.O. BOX 2467,
BATON ROUGE, LOUISIANA 70821.
9
<PAGE> 12
PLEASE DO NOT FOLD THIS PROXY
PROXY -- PICCADILLY CAFETERIAS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON NOVEMBER 7, 1994
The undersigned hereby appoints Paul W. Murrill and Mark L. Mestayer,
or either of them, with full power of substitution, attorneys and proxies of
the undersigned to vote all shares of Piccadilly Cafeterias, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held on November 7, 1994 at 10:00 a.m., local
time, at the general offices of the Company, 3232 Sherwood Forest Boulevard,
Baton Rouge, Louisiana, and at any adjournments thereof, with respect to:
(1) Election of directors to serve a term of office expiring at the
Annual Meeting of Shareholders in 1997 and until their successors
shall have been elected and qualified:
/ / FOR all nominees listed below (except as marked to show the
contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
Julia H. R. Hamilton Ronald A. LaBorde Paul W. Murrill
(INSTRUCTION: To withhold authority to vote for any individual nominee
write the name of the nominee in the space provided below.)
________________________________________________________________________________
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE)
<PAGE> 13
(2) In their discretion, upon such other matters as may properly
come before the meeting; all as described in the Notice of Annual
Meeting and Proxy Statement, receipt of which is hereby
acknowledged.
Dated this _____ day of ______________, 1994
____________________________________________
____________________________________________
Signature(s) of Shareholders
Please sign exactly as your name appears
hereon. When signing as an executor,
administrator, trustee, or other
representative, please give your full
title. All joint owners must sign.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE HEREON.
IF NO CONTRARY SPECIFICATION IS MADE, IT WILL BE VOTED "FOR" THE PROPOSAL.
PLEASE DATE, SIGN AND MAIL YOUR PROXY PROMPTLY.
