<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 / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
PICCADILLY CAFETERIAS, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 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:
- --------------------------------------------------------------------------------
<PAGE> 2
PICCADILLY CAFETERIAS, INC.
P.O. BOX 2467
BATON ROUGE, LOUISIANA 70821
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 6, 1995
To the Shareholders of
Piccadilly Cafeterias, Inc.:
NOTICE IS HEREBY GIVEN that the 1995 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 6, 1995, at 10:00 a.m., local time, for the following purposes:
1. To elect four 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 8, 1995 are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Mark L. Mestayer
Secretary
Dated: October 4, 1995
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 6, 1995 AND ADJOURNMENTS
---------------------
APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO SHAREHOLDERS:
OCTOBER 6, 1995
---------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The proxy furnished herewith, for use only at the Annual Meeting of
Shareholders to be held November 6, 1995 (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 the election of all of the nominees for director identified
below.
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 8, 1995 are
entitled to notice of the Annual Meeting and to vote or to execute proxies. At
the close of business on September 8, 1995, the Company had outstanding
10,333,450 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, 1995, 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 -- 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........................................................ 170,000(3)(4) 1.6%
James E. Durham Jr...................................................... 74,229(3)(5) *
Norman C. Francis....................................................... -- *
Julia H. R. Hamilton.................................................... 1,188,510(6) 11.5
Ronald A. LaBorde....................................................... 89,747(3)(7) *
O. Q. Quick............................................................. 916,177(8) 8.8
Dale E. Redman.......................................................... -- *
William D. Ross Jr...................................................... 187 *
Edward M. Simmons Sr.................................................... 1,133 *
C. Ray Smith............................................................ 532(9) *
Malcolm T. Stein Jr..................................................... 68,716(3)(10) *
Paul W. Murrill......................................................... 8,000 *
Brian G. Von Gruben..................................................... 33,695(3)(11) *
Wickliffe J. Goldsmith.................................................. 15,800(12) *
Patrick R. Prudhomme.................................................... 35,306(13) *
Warriner C. Siddle...................................................... 26,651(14) *
Brinson Trust Company................................................... 318,353(15) 3.1
Brinson Partners, Inc................................................... 236,947(15) 2.3
College Retirement Equities Fund........................................ 557,633(16) 5.4
All directors and executive officers
as a group (23 persons)............................................... 2,790,678(17) 25.5
</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 1993
Incentive Compensation Plan, 1,500 shares held by his daughter and 1,627
shares held by his spouse. Mr. Bennett's address is 6521 Sandstone Ave.,
Baton Rouge, Louisiana 70808.
(5) Includes 25,000 shares he has the right to acquire under the 1993 Incentive
Compensation Plan.
(6) Includes 26,000 shares held as trustee of a charitable trust.
(7) Includes 84,500 shares he has the right to acquire under the 1993 Incentive
Compensation Plan and 719 shares he has the right to acquire under the
Company's Employee Stock Purchase Plan.
(8) Includes 751,002 shares held by Mr. Quick as trustee or co-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 85,175 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 51,000 shares he has the right to acquire under the 1993 Incentive
Compensation Plan.
(11) Includes 31,000 shares he has the right to acquire under the 1993 Incentive
Compensation Plan and 980 shares he has the right to acquire under the
Company's Employee Stock Purchase Plan.
(12) Includes 15,500 shares he has the right to acquire under the 1993 Incentive
Compensation Plan.
(13) Includes 30,000 shares he has the right to acquire under the 1993 Incentive
Compensation Plan and 572 shares he has the right to acquire under the
Company's Employee Stock Purchase Plan.
(14) Includes 25,000 shares he has the right to acquire under the 1993 Incentive
Compensation Plan and 816 shares he has the right to acquire under the
Company's Employee Stock Purchase Plan.
(15) Based upon information included in Schedule 13G dated February 13, 1995
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.
(16) Based upon information included in Schedule 13G dated February 10, 1995
filed with the Securities and Exchange Commission. The address of College
Retirement Equities Fund is 730 Third Avenue, New York, New York 10017.
(17) Includes 603,500 shares they have the right to acquire under the 1993
Incentive Compensation Plan and 5,601 shares they have the right to acquire
under the Company's Employee Stock Purchase Plan.
------------------------
2
<PAGE> 5
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, four 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 four 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 1998 ANNUAL MEETING)
<TABLE>
<CAPTION>
DIRECTOR POSITIONS AND OFFICES PRESENTLY HELD
NAME SINCE AGE WITH COMPANY(1)
---- --------- ------ ------------------------------------
<S> <C> <C> <C>
Norman C. Francis................ 1995 64 Director
Dale E. Redman................... 1995 47 Director
Edward M. Simmons Sr............. 1992 67 Director
C. Ray Smith..................... 1992 60 Director
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING AT THE 1997 ANNUAL MEETING)
Julia H. R. Hamilton............. 1977 74 Director
Ronald A. LaBorde................ 1992 39 Chief Executive Officer, President, and
Director
Paul W. Murrill.................. 1994 61 Chairman of the Board and Director
(TERM EXPIRING AT THE 1996 ANNUAL MEETING)
O. Q. Quick...................... 1949 76 Director
William D. Ross Jr............... 1978 74 Director
Malcolm T. Stein Jr.............. 1964 62 Director
</TABLE>
- ------------
(1) 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 nine meetings during the fiscal year ended June
30, 1995. 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) and (b) the
total number of meetings held by all committees of the Board on which he or she
served (during the periods served) except that Mr. Simmons attended 56% of the
total number of meetings of the Board of Directors. 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
3
<PAGE> 6
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. Francis is the president of Xavier University of Louisiana, New
Orleans, Louisiana. He is a director of The Equitable Life, New York, First
National Bank of Commerce, New Orleans, Louisiana, The Foundation for the
Mid-South, and the Entergy Corporation. He is chairman of the Board of Liberty
Bank and Trust, New Orleans, Louisiana.
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. 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. In June 1995, he was elected
chief executive officer and in July 1995, he was also elected president.
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 and chief executive officer 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. Redman has been executive vice president and chief financial officer of
United Companies Financial Corporation since 1988 and a director since 1983.
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 retired from the Company in August 1995. He 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.
All such reports were made on a timely basis except that Messrs. Siddle and
Prudhomme, executive vice-presidents with the Company, and Mr. LaBorde each made
one late report on Form 4 including one transaction each.
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
met twice during the fiscal year ended June 30, 1995. 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, 1995. 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 five times during the fiscal year ended June 30, 1995. 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, 1995. 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.
5
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY OF EXECUTIVE COMPENSATION
The following table shows for the three years ended June 30, 1995
information concerning compensation paid by the Company to each person who
served as Chief Executive Officer during the last fiscal year and to each of the
six other 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>
Ronald A. LaBorde....................... 1995 $155,826 $ 23,771 50,000 $ 3,250
President and Chief Executive Officer 1994 150,520 -- -- 2,200
1993 151,942 -- -- 2,200
James W. Bennett(3)..................... 1995 77,305 -- -- 354,843(3)
Former Chief Executive Officer 1994 300,488 34,962 -- 2,200
1993 314,731 -- -- 2,200
Malcolm T. Stein Jr.(4)................. 1995 229,540 31,273 -- 2,900
President and Chief 1994 229,040 -- -- 2,200
Operating Officer 1993 231,861 -- -- 2,200
James E. Durham Jr.(4).................. 1995 192,880 23,691 -- 3,250
Senior Executive Vice 1994 192,380 -- -- 2,200
President and Region Manager 1993 196,974 -- -- 2,200
Brian G. Von Gruben..................... 1995 142,804 22,902 -- 800
Executive Vice President and 1994 142,304 -- -- 800
Director of Marketing 1993 148,562 -- -- 800
Wickliffe J. Goldsmith.................. 1995 141,400 22,928 -- 800
Executive Vice President 1994 140,900 -- -- 800
Director of Training 1993 135,044 -- -- 800
Patrick R. Prudhomme.................... 1995 141,400 23,727 -- 800
Executive Vice President 1994 135,700 -- 5,000 800
Region Manager 1993 120,016 -- -- 800
Warriner C. Siddle...................... 1995 141,400 27,067 -- 800
Executive Vice President and 1994 140,900 16,428 -- 800
Director of Development 1993 135,044 -- -- 800
</TABLE>
(See footnotes on following page)
6
<PAGE> 9
- ---------------
(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. Amounts shown include the value of
personal use of company-owned vehicle, payments made to cover personal
income taxes related to use of these vehicles and the value of company-paid
expenses related to spousal travel on company-sponsored business trip.
(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. LaBorde, Bennett, Stein and Durham are for
director fees except as provided by note (3).
(3) On September 27, 1994, Mr. Bennett resigned as Chairman of the Board and
Chief Executive Officer of the Company. The Company entered into an
agreement with Mr. Bennett which includes the payment of amounts equivalent
to one year's salary, continuation of health insurance coverage under the
Company's self-insured health plan for two years, and the donation of a
company-owned vehicle, with an aggregate value of $353,693.
(4) Messrs. Stein and Durham resigned as officers of the Company on August 1,
1995.
------------------------
OPTION GRANTS IN YEAR ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION
NAME GRANTED FISCAL YEAR BASE PRICE DATE
---- ---------- -------------- ---------------- -----------
<S> <C> <C> <C> <C>
Ronald A. LaBorde................. 50,000 100% $ 9.625 June 8, 2005
</TABLE>
------------------------
LONG-TERM INCENTIVE PLANS -- AWARDS IN YEAR ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OR OTHER
OF SHARES, PERIOD UNTIL
UNITS OR MATURATION
NAME OTHER RIGHTS OR PAYOUT
---- ------------ --------------
<S> <C> <C>
Ronald A. LaBorde...................................... 200,000(1) June 8, 1999
</TABLE>
- ---------------
(1) The value of the rights is equal to the increase in price from June 7, 1995
to June 8, 1999 of 200,000 shares of Common Stock. The rights vest
immediately upon a change of control of the Company and vest in four annual
25% installments to be paid if Mr. LaBorde ceases to serve as Chief
Executive Officer of the Company prior to June 8, 1999 and is in good
standing with the Board of Directors.
7
<PAGE> 10
STOCK OPTIONS
The following table sets forth information with respect to the named
executive officers concerning unexercised options held as of June 30, 1995. No
options were exercised during the fiscal year ended June 30, 1995.
OPTION VALUES AS OF JUNE 30, 1995
<TABLE>
<CAPTION>
VALUE OF
NO. OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NAME JUNE 30, 1995(1) JUNE 30, 1995(1)
---- ----------------- ----------------
<S> <C> <C>
Ronald A. LaBorde..................................... 84,500 $ --
James W. Bennett...................................... 150,000 --
Malcolm T. Stein Jr................................... 51,000 --
James E. Durham Jr.................................... 25,000 --
Brian G. Von Gruben................................... 31,000 --
Wickliffe J. Goldsmith................................ 15,500 --
Patrick R. Prudhomme.................................. 30,000 --
Warriner C. Siddle.................................... 25,000 --
</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, 1995.
------------------------
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. LaBorde - 13; Mr.
Bennett - 18; Mr. Stein - 36; Mr. Durham - 36; Mr. Von Gruben - 24; Mr.
Goldsmith - 20; Mr. Prudhomme - 18; and Mr. Siddle - 20. Benefits are not
subject to deductions for Social Security benefits or other offset 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>
------------------------
8
<PAGE> 11
EMPLOYMENT, MANAGEMENT CONTINUITY AND RETIREMENT AGREEMENTS
In connection with the election of Ronald A. LaBorde as Chief Executive
Officer, the Company agreed to pay Mr. LaBorde an annual salary of $275,000 and
a bonus for fiscal year 1996 equal to 5% of the increase in the Company's cash
flow over the previous fiscal year. The agreement with Mr. LaBorde also provides
for the grant of 50,000 stock options and a long-term incentive right to receive
a cash payment equal to the increase in price of 200,000 shares of the Common
Stock between June 9, 1995 and June 8, 1999. This long-term incentive right will
vest immediately upon a change of control and will vest in four annual 25%
increments to be paid in the event Mr. LaBorde ceases to serve as Chief
Executive Officer prior to June 8, 1999 and is in good standing with the Board
of Directors.
Each of the current executive officers named in the Summary Compensation
Table has entered into a management continuity agreement with the Company that
provides benefits to the officer if the officer's employment is terminated other
than because of disability, death, cause (as defined in the agreement) or by the
officer for good reason (as defined in the agreement) within 36 months following
a change of control of the Company. The benefits include a cash payment equal to
one and one-half times the officer's base salary (with the exception of Mr.
LaBorde for which the multiplier is two and one-half) and the vesting of all
outstanding stock options, stock appreciation rights or other incentive awards.
The Company entered into agreements with James W. Bennett, Malcolm T.
Stein, Jr. and James E. Durham, Jr. with respect to their retirement. Each
officer will receive one year's base salary, continuation of health insurance
coverage under the Company's group health insurance plan for various periods and
ownership of the automobile formerly furnished for the officer's use by the
Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee have been officers or
employees of the Company or any of its subsidiaries. No executive officer of the
Company served in the last fiscal year as a director or member of the
compensation committee of another entity, one of whose executive officers served
as a director or on the Compensation Committee of the Company.
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:
o recognize individual initiative and performance;
o assist the Company in attracting and retaining qualified executives; and
o 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 generally
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. In addition,
during the fiscal year ended June 30, 1995, the Committee engaged an independent
compensation consultant to assist it in obtaining relevant information on
compensation practices generally and with respect to comparable companies. Based
on its review of the compensation information gathered by the Company's
9
<PAGE> 12
consultant, the Committee determined that the Company's executive compensation
levels were in line with executive compensation practices at the other companies
surveyed.
Legislation enacted in 1993 imposes a $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 currently 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.
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<PAGE> 13
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, 1990 through
June 30, 1995. 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, 1990 and includes reinvestment of dividends.
COMPARISON CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) PICCADILLY PEER GROUP S&P 500
<S> <C> <C> <C>
JUN-90 100 100 100
JUN-91 77 102 107
JUN-92 76 121 122
JUN-93 73 127 138
JUN-94 78 124 140
JUN-95 74 113 177
</TABLE>
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<PAGE> 14
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.
SHAREHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING
Shareholders may submit proposals for the 1996 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 1996 Annual Meeting of
Shareholders, such proposals must be received by the Company on or before June
6, 1996. 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 4, 1995
THE COMPANY WILL FURNISH WITHOUT CHARGE COPIES OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1995 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, PRESIDENT AND CHIEF EXECUTIVE OFFICER, P.O. BOX 2467,
BATON ROUGE, LOUISIANA 70821.
12
<PAGE> 15
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 6, 1995
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 6, 1995 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 1998 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
Norman C. Francis Dale E. Redman
Edward M. Simmons Sr. C. Ray Smith
(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)
(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 ______________, 1995
__________________________________________
__________________________________________
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.
