<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 4, 1996
To the Shareholders of
Piccadilly Cafeterias, Inc.:
NOTICE IS HEREBY GIVEN that the 1996 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 4, 1996, 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 6, 1996 are
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
Mark L. Mestayer
Secretary
Dated: September 30, 1996
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 4, 1996 AND ADJOURNMENTS
---------------------
APPROXIMATE DATE PROXY MATERIAL FIRST SENT TO SHAREHOLDERS:
OCTOBER 2, 1996
---------------------
SOLICITATION AND REVOCABILITY OF PROXIES
The proxy furnished herewith, for use only at the Annual Meeting of
Shareholders to be held November 4, 1996 (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 at the Annual Meeting. 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 the holders 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 Board of Directors of the Company knows of no matters to be presented
at the Annual Meeting other than those listed in the accompanying Notice of
Annual Meeting of Shareholders. If other matters, not now known, properly come
before such meeting or any adjournment thereof, the persons named in the
enclosed form of proxy will vote the proxy in accordance with their best
judgment.
Only shareholders of record at the close of business on September 6, 1996
(the "Record Date") are entitled to notice of the Annual Meeting and to vote or
to execute proxies. At the close of business on the Record Date, the Company had
outstanding 10,503,368 shares of common stock, without par value ("Common
Stock"). Each such outstanding share of Common Stock is entitled to one vote
with respect to each matter considered at the Annual Meeting.
VOTING SECURITIES AND OWNERSHIP THEREOF
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of September 30, 1996, the number of shares
of Common Stock owned beneficially (as determined in accordance with Rule 13d-3
under the Securities and Exchange Act of 1934) 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
1
<PAGE> 4
percent of the outstanding Common Stock, and by all executive officers and
directors as a group. Except as otherwise disclosed below, each person has sole
voting and dispositive power with respect to the shares that he or she
beneficially owns.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE PERCENT RIGHTS TO ACQUIRE
OF BENEFICIAL OF BENEFICIAL
NAME OWNERSHIP(1)(2) CLASS OWNERSHIP(10)
---- --------------- ------- -----------------
<S> <C> <C> <C>
Norman C. Francis.................................... -- * --
Robert P. Guyton..................................... 1,000 * --
Julia H. R. Hamilton................................. 1,162,510(3) 11.1 --
Ronald A. LaBorde.................................... 171,750(4)(5) 1.6 75,500
O. Q. Quick.......................................... 916,177(6) 8.7 50,000
Dale E. Redman....................................... 1,000 * --
Edward M. Simmons Sr................................. 1,198 * --
Christel C. Slaughter................................ -- * --
C. Ray Smith......................................... 542(7) * --
Paul W. Murrill...................................... 8,000 * --
Brian G. Von Gruben.................................. 29,500(3) * 23,500
Wickliffe J. Goldsmith............................... 25,301 * 25,000
Patrick R. Prudhomme................................. 35,391 * 30,000
Warriner C. Siddle................................... 26,130 * 25,000
Brinson Partners, Inc. and Brinson Trust Company..... 562,700(8) 2.3 --
College Retirement Equities Fund..................... 657,064(9) 5.4 --
All directors and executive officers
as a group (20 persons)............................ 1,687,182 15.2 376,000
</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) Includes 26,000 shares held as trustee of a charitable trust.
(4) A portion of the shares are held beneficially and of record jointly with
spouse.
(5) Includes 89,716 shares held by Mr. LaBorde as trustee or co-trustee
(together with Mr. Quick) under several trusts.
(6) 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 85,175 shares held beneficially and of record jointly
with his spouse or individually by Mr. Quick or his spouse.
(7) Includes 300 shares held by his spouse.
(8) Based upon information included in Schedule 13G dated February 9, 1996
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.
(9) Based upon information included in Schedule 13G dated February 1, 1996
filed with the Securities and Exchange Commission. The address of College
Retirement Equities Fund is 730 Third Avenue, New York, New York 10017.
(10) Beneficial ownership includes rights to acquire shares under the 1993
Incentive Compensation 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, three nominees for director are to be elected;
accordingly, profits can not be voted for more than three persons. 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 the 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.
In 1996, the Company amended its By-laws to provide that no person who is
or would be 70 years of age or older at the beginning of a term of office would
be eligible for nomination or election to the Company's Board of Directors. In
accordance with the amended By-laws, two members of the class of directors with
terms expiring at the Annual Meeting have not been re-nominated. In addition,
the other member of the class with a term expiring at the Annual Meeting was not
renominated. Mr. Guyton was appointed to the Board of Directors in 1996 to fill
a vacancy. Mr. Guyton and Ms. Slaughter have been designated to serve in the
class of directors nominated for election at the Annual Meeting. In addition, in
order that each class of the Board of Directors would have an equal number of
directors, Mr. Simmons, whose term was originally scheduled to expire at the
1997 annual meeting of the Company, has been designated as a director nominee
for the class of directors nominated for election at the Annual Meeting.
The Board of Directors recommends a vote "FOR" election each of the
nominees for director listed below.
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTOR
(NOMINEES FOR 3-YEAR TERM EXPIRING AT THE 1999 ANNUAL MEETING)
DIRECTOR
NAME SINCE AGE POSITIONS AND OFFICES PRESENTLY HELD WITH COMPANY(1)
---- -------- --- ----------------------------------------------------
<S> <C> <C> <C>
Robert P. Guyton................. 1996 59 Director
Edward M. Simmons Sr............. 1992 68 Director
Christel C. Slaughter............ -- 41 Director
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
(TERM EXPIRING AT THE 1998 ANNUAL MEETING)
Norman C. Francis................ 1995 65 Director
Dale E. Redman................... 1995 48 Director
C. Ray Smith..................... 1992 61 Director
(TERM EXPIRING AT THE 1997 ANNUAL MEETING)
Julia H. R. Hamilton............. 1977 75 Director
Ronald A. LaBorde................ 1992 40 Chief Executive Officer, President, and
Director
Paul W. Murrill.................. 1994 62 Chairman of the Board and 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.
------------------------
3
<PAGE> 6
The Company has no reason to believe that any of the director nominees will
be unable to serve, if elected. If any such person is unable to serve for any
reason, proxies will be voted for a substitute nominee selected by the Board of
Directors of the Company.
The Board of Directors held six meetings during the fiscal year ended June
30, 1996. 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). 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 that he or she attends,
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. Francis is the president of Xavier University of Louisiana, New
Orleans, Louisiana, a position that he has held for more than five years. 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.
Mr. Guyton is chairman and chief executive officer of Smart Choice
Holdings, Inc. (owner and operator of automobile dealership and finance
companies). He was formerly a vice president and financial consultant for
Raymond James & Associates, Inc. from 1993 to 1996. From 1981 to 1991 he was
president and chief executive officer of Bank South Corporation. Mr. Guyton is a
director of First Mississippi Corporation.
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 is retired. He has served as a director of Gulf States
Utilities Company and its successor company, Entergy Corporation, since 1978. He
was 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 is a director of Tidewater, Inc., First Mississippi
Corporation, Howell Corporation, and ZYGO, Inc.
Mr. Redman has been executive vice president and chief financial officer of
United Companies Financial Corporation since 1988 and a director since 1983.
Mr. Simmons is the chairman of the board and chief executive officer of
McIlhenny Co., the makers of TABASCO brand pepper sauce. He was chief executive
officer for nine years. He is also a director of Pan American Life Insurance
Company, First Commerce Corporation, and Central Louisiana Electric Company.
Ms. Slaughter is co-owner and management consultant of Slaughter and
Associates, SSA Consultants, Inc. Ms. Slaughter earned a Ph.D in management from
Louisiana State University in 1979. Since 1979, she has been an active lecturer
and consultant for both governmental and private entities.
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.
4
<PAGE> 7
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.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has standing executive, audit, compensation and
nominating committees.
The Executive Committee is authorized to exercise substantially all powers
of the Board of Directors between meetings of the Board. The Executive Committee
met once during the fiscal year ended June 30, 1996. Mr. Murrill 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 reviews the audit services 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, 1996. Messrs.
Francis 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 once during the fiscal year ended June 30, 1996. This committee
also administers the Company's 1993 Incentive Compensation Plan. Messrs.
Murrill, Redman, and Simmons are members of the Compensation Committee.
The Nominating Committee, which makes director recommendations to the Board
of Directors on an as needed basis, held two meetings during the year ended June
30, 1996. 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. Simmons and Smith 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, 1996
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
five other most highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------------------------------ ------------ ALL
OTHER SECURITIES OTHER
ANNUAL UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS/SARS SATION(2)
- -------------------------------- ---- -------- -------- ------------ ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Ronald A. LaBorde............... 1996 $274,976 $111,000 -- -- $2,900
President and Chief Executive 1995 155,826 -- $ 23,771 $250,000(3) 3,250
Officer 1994 150,520 -- -- -- 2,200
Joseph S. Polito................ 1996 120,952 26,250 -- 16,000 800
Executive Vice President and 1995 121,952 -- 23,697 -- 800
General Manager................. 1994 118,980 -- -- -- 800
Brian G. Von Gruben............. 1996 141,804 -- -- -- 800
Executive Vice President and 1995 142,804 -- 22,902 -- 800
Director of Marketing 1994 142,304 -- -- -- 800
Wickliffe J. Goldsmith.......... 1996 140,400 -- -- 14,500 800
Executive Vice President 1995 141,400 -- 22,928 -- 800
Director of Training 1994 140,900 -- -- -- 800
Patrick R. Prudhomme............ 1996 140,400 -- -- -- 800
Executive Vice President 1995 141,400 -- 23,727 -- 800
Region Manager 1994 135,700 -- -- 5,000 800
Warriner C. Siddle.............. 1996 140,400 -- -- -- 800
Executive Vice President and 1995 141,400 -- 27,067 -- 800
Director of Development 1994 140,900 -- 16,428 -- 800
</TABLE>
- ---------------
(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 vehicles and payments made to cover personal
income taxes related to use of these vehicles.
(2) Includes $800 per named executive per year paid by the Company for insurance
premiums for a group policy which afforded term life insurance and long-term
disability insurance for all officers and for a group accidental death
policy which afforded coverage for all executive officers. Remaining amounts
for Mr. LaBorde are for director fees.
------------------------
OPTION GRANTS IN YEAR ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENT OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION --------------------
NAME GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
---- ---------- ------------- ----------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Joseph S. Polito....... 16,000 19% $ 9.625 October 11, 2005 $96,850 $245,436
Wickliffe J.
Goldsmith............ 14,500 18% $ 9.625 October 11, 2005 87,770 222,427
</TABLE>
------------------------
6
<PAGE> 9
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS (SARS)
The following table sets forth information with respect to the named
executive officers concerning unexercised options and SARs held as of June 30,
1996. No options or SARs were exercised during the fiscal year ended June 30,
1996.
OPTION/SAR VALUES AS OF JUNE 30, 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
JUNE 30, 1996 JUNE 30, 1996
----------------------------------- -----------------------------------
NAME EXERCISABLE(1) UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE
---- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Ronald A. LaBorde................... 75,500 200,000(2) $ 46,938 $200,000(2)
Joseph S. Polito.................... 30,000 -- 15,750 --
Brian G. Von Gruben................. 23,500 -- 2,938 --
Wickliffe J. Goldsmith.............. 25,000 -- 14,000 --
Patrick R. Prudhomme................ 30,000 -- 3,125 --
Warriner C. Siddle.................. 25,000 -- 3,125 --
</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, 1996.
(2) The Company has entered into an agreement with Mr. LaBorde pursuant to which
he has been granted 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.
------------------------
7
<PAGE> 10
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 - 14; Mr. Polito - 32; Mr. Von Gruben - 25; Mr.
Goldsmith - 21; Mr. Prudhomme - 19; and Mr. Siddle - 21. 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>
------------------------
EMPLOYMENT, MANAGEMENT CONTINUITY AND RETIREMENT AGREEMENTS
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 and bonus (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.
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.
8
<PAGE> 11
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 overseas 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. For fiscal 1997, executive compensation includes bonus
compensation based on increases in net income over fiscal 1996. For purposes of
computing such bonuses, fiscal 1996 net income does not include the impact of
certain adjustments including those made in the fourth quarter of fiscal 1996 to
record interest reserves relating to Internal Revenue examinations and to record
the impact of the adoption of Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of."
In setting executive salary 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, except as
described below, no formulas measuring Company or individual performance are
used. In May 1995, the Committee received a previously commissioned report from
an independent compensation consultant who the Committee had engaged to review
the Company compensation practices generally as well as to provide a comparison
of the Company's executive compensation practices to other comparable companies.
Based on the consultant's report, the Committee determined that the Company's
overall level of executive compensation at that time was generally in line with
executive compensation practices at other peer companies. Although the
Compensation Committee did not retain a compensation consultant during 1996, it
is satisfied that the Company's executive compensation practices remained
consistent with those for 1995 and remained in line with the practices of its
competitors.
With respect to Mr. LaBorde's compensation, in addition to his base salary,
the Committee awarded Mr. LaBorde a cash bonus of $111,000 for the fiscal year
ended June 30, 1996. Of the total, the most substantial portion of the 1996
bonus was paid pursuant to an incentive program implemented by the Board of
Directors at the beginning of fiscal 1996 under which Mr. LaBorde was to earn a
specified percentage of any increase in net cash flow provided by operating
activities in fiscal 1996 over 1995 levels, before adjustment for changes in
operating assets and liabilities and certain other non-recurring items. In
addition to this formula-driven bonus, at the end of fiscal 1996 the Committee
decided to award an additional discretionary bonus that increased his overall
bonus amount to $111,0000. The Committee's decision to award this discretionary
bonus was based on its view that the improved operating performance of
Piccadilly during fiscal 1996 warranted a bonus in addition to that provided by
the formula.
Certain other executives received bonuses for fiscal 1996, pursuant to an
incentive program implemented by the Board of Directors for fiscal 1996. For the
most part, these bonuses represent a percentage of the increase in operating
profit from cafeterias operations and to a lesser extent, reflect discretionary
awards made by the Committee to these individuals in recognition of individual
initiatives and levels of responsibility with respect to the Company's
performance for fiscal 1996. These bonuses totaled $54,375 of which the named
executives were paid $26,250.
9
<PAGE> 12
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
Edward M. Simmons Sr., Chairman
Dale E. Redman
Paul W. Murrill
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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., Stacey's Buffet, Inc., Lubys Cafeterias, Inc.,
Morrison Fresh Cooking Inc., Perkins Family Restaurants, L.P., Ryans Family
Steak Houses, Shoney, Inc., and Sizzler International, Inc. from June 30, 1991
through June 30, 1996. 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, 1991 and includes reinvestment of dividends.
COMPARISON CUMULATIVE TOTAL RETURNS
[COMPARISON CHART]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) PICCADILLY PEER GROUP S&P 500
<S> <C> <C> <C>
JUN-91 100 100 100
JUN-92 99 108 113
JUN-93 95 109 129
JUN-94 101 101 131
JUN-95 96 87 165
JUN-96 121 86 208
</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 1997 ANNUAL MEETING
Shareholders may submit proposals for the 1997 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 1997 Annual Meeting of
Shareholders, such proposals must be received by the Company on or before June
5, 1997. 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
September 30, 1996
THE COMPANY WILL FURNISH WITHOUT CHARGE COPIES OF ITS ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED JUNE 30, 1996 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 J. FRED JOHNSON, TREASURER AND CHIEF FINANCIAL 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 4, 1996
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 4, 1996 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 1999 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
Robert P. Guyton Edward M. Simmons, Sr. Christel C. Slaughter
(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 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 ____________________, 1996
________________________________________________
________________________________________________
Signature(s) of Shareholders
Please sign exactly as your name appears hereon.
When signing as 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
