<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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.
3232 SHERWOOD FOREST BOULEVARD
BATON ROUGE, LOUISIANA 70816
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 1, 1999
---------------------
To the Shareholders of Piccadilly Cafeterias, Inc.:
The 1999 Annual Meeting of the 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 1, 1999,
at 10:00 a.m., for the following purposes:
1. To elect two 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 act upon such other matters as may properly come before the meeting
or any reconvened meeting following any adjournment thereof.
Only holders of record as of the close of business on September 3, 1999 are
entitled to notice of and to vote at the meeting.
The Annual Meeting may be adjourned from time to time without notice other
than announcement at the Annual Meeting, and any business for which notice of
the Annual Meeting is hereby given may be transacted at a reconvened meeting
following such adjournment.
By Order of the Board of Directors,
J. F. Johnson
Corporate Secretary
Baton Rouge, Louisiana
September 30, 1999
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, PLEASE VOTE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED REPLY
ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
<PAGE> 3
PICCADILLY CAFETERIAS, INC.
3232 SHERWOOD FOREST BOULEVARD
BATON ROUGE, LOUISIANA 70816
---------------------
PROXY STATEMENT
---------------------
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Directors (the "Board of Directors" or the "Board") of
Piccadilly Cafeterias, Inc. (the "Company") for use at its Annual Meeting of
Shareholders to be held on November 1, 1999, and at any adjournments thereof
(the "Meeting") and is first being mailed to the Company's shareholders on or
about September 30, 1999.
VOTING PROCEDURE
Shareholders of record at the close of business on September 3, 1999 (the
"Record Date"), will be entitled to vote at the Meeting. On the Record Date,
there were 10,503,368 shares of common stock (the "Common Stock") outstanding.
The holders of a majority of the shares of Common Stock issued and
outstanding, present in person or represented by proxy, will constitute a quorum
at the Meeting. The persons appointed by the Company to act as inspectors of
election will treat shares of Common Stock represented by a properly executed
and returned proxy as present at the Meeting for purposes of determining a
quorum. The shares of Common Stock present at the Meeting that are abstained
from voting or that are the subject of broker non-votes will be counted as
present for purposes of determining a quorum.
Directors will be elected by a plurality vote and all other matters coming
before the Meeting will be decided by the vote of a majority of the votes cast.
Each share of Common Stock will entitle the holder to cast one vote at the
meeting and votes cast will be counted by the inspectors of election. Because
directors will be elected by a plurality vote, abstentions and broker non-votes
will have no effect upon the vote on these matters.
Proxies in the enclosed form are solicited by the Board to provide an
opportunity to every shareholder to vote on all matters scheduled to come before
the Meeting, whether or not he or she attends in person. If proxies in the
enclosed form are properly executed and returned, the shares represented thereby
will be voted as specified. If no specifications are made, the proxies will be
voted in favor of the proposed nominees. Any shareholder executing a proxy may
revoke that proxy or submit a revised one at any time before it is voted. A
shareholder may also attend the Meeting in person and vote by ballot, thereby
cancelling any proxy previously given. Management expects no matters to be
presented for action at the Meeting other than the election of directors. If,
however, any other matters properly come before the Meeting, the persons named
as proxies in the enclosed form of proxy intend to vote in accordance with their
judgment on the matters presented.
PROXY SOLICITATION
The Company will pay all expenses of soliciting proxies for the Meeting. In
addition to solicitations by mail, arrangements have been made for brokers and
nominees to send proxy materials to their principals, and the Company will
reimburse them for their reasonable expenses in doing so. The Company has
retained Equiserve Trust Company, N.A. to assist with the solicitation of
proxies from brokers and nominees. It is estimated that the fees for such firm's
services will be approximately $7,000 including out-of-pocket expenses. Certain
employees of the Company, who will receive no additional compensation for their
services, may also solicit proxies by telephone, telegram, telex, telecopy or
personal interview.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the proxy materials related to
the 2000 annual meeting of shareholders, the Company must receive shareholder
proposals no later than June 1, 2000. If such proposal is in compliance with all
of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, it
will be included in the proxy statement and set forth on the form of proxy
issued for such annual meeting of shareholders.
<PAGE> 4
The Company's By-laws require that any shareholder who desires to present a
proposal before the 2000 annual meeting that is not submitted for inclusion in
the Company's proxy materials pursuant to Rule 14a-8 must notify the Secretary
of the Company no earlier than April 24, 2000 and no later than June 1, 2000.
ELECTION OF DIRECTORS
At the Meeting, two directors are to be elected to a three-year term, each
to hold office until his successor is elected and qualified. The Board consists
of three classes, each having a three-year term of office, with one class being
elected each year. The persons named in the enclosed form of proxy intend to
vote such proxy, unless otherwise directed, for the election of Robert P. Guyton
and Christel C. Slaughter as members of the class to serve until the 2002 Annual
Meeting of Shareholders. If, contrary to present expectations, any of the
nominees to be elected at the Meeting should become unavailable for any reason,
the Board may reduce the size of the Board or votes may be cast pursuant to the
accompanying form of proxy for a substitute nominee designated by the Board.
INFORMATION ABOUT NOMINEES AND DIRECTORS
The following table provides certain information as of August 15, 1999,
with respect to each nominee and each other director whose term will continue
after the Meeting. Unless otherwise indicated, each person has been engaged in
the principal occupation shown for the past five years.
Nominees for Director
Nominees for a three-year term expiring at the 2002 annual meeting:
Robert P. Guyton, age 62; a director since 1996; a financial consultant;
formerly a Vice President and financial consultant for Raymond James &
Associates, Inc. from 1993 to 1996; a director of ChemFirst Corporation.
Christel C. Slaughter, age 44; a director since 1996; co-owner of and
management consultant with Slaughter & Associates, SSA Consultants, Inc.
Members of Board of Directors Continuing in Office
Directors whose terms expire at the 2000 annual meeting:
Ralph P. Erben, age 68; a director since 1997; personal investments; former
Chairman, from 1996 to 1997, and Chief Executive Officer, from 1980 to 1997, of
Luby's Cafeterias, Inc.
Ronald A. LaBorde, age 43; a director since 1992; Chief Executive Officer,
President and a Director of the Company; from 1992 until 1995, Treasurer and
Chief Financial Officer of the Company; a director of Amedisys, Inc.
Paul W. Murrill, age 64; Chairman of the Board since 1994, retired; former
Chairman, from 1982 to 1987, and Chief Executive Officer, from 1982 to 1986, of
Gulf States Utilities Company and former Chancellor of Louisiana State
University; a director of Entergy Corporation, Tidewater Inc., ChemFirst
Corporation, Howell Corporation and Zygo Corporation.
Directors whose terms expire at the 2001 annual meeting:
Norman C. Francis, age 68; a director since 1995; President of Xavier
University of Louisiana and a director of Entergy Corporation.
Dale E. Redman, age 51; a director since 1995; a partner of Windward
Capital and from 1988 to 1998, the Executive Vice President, Chief Financial
Officer and a director of United Companies Financial Corporation. On March 1,
1999, United Companies Financial Corp., a Baton Rouge institution, filed for
protection under Chapter 11 of the bankruptcy code. In September 1999 certain
United Companies Financial Corp. investors filed a lawsuit in Baton Rouge in
U.S. District Court. The lawsuit included Dale E. Redman among others.
2
<PAGE> 5
The lawsuit alleges a continuous course of conduct consisting of
misrepresentations and suppressions of the truth regarding the financial
condition of United Companies Financial Corp.
C. Ray Smith, age 64; a director since 1992; Tipton R. Snaveley Professor
of Business Administration at the Darden Graduate School of Business
Administration, University of Virginia and the Executive Director of Darden
School Foundation.
OTHER INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board held five meetings during the fiscal year ended June 30, 1999. 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 (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 $15,000 per year, a fee of $1,000 for each regular and special
meeting of the Board that he or she attends, and $500 for each meeting of a
committee of the Board that such director attends. The retainer is paid 50% in
cash and 50% in the Company's Common Stock. In addition, Mr. Murrill receives a
monthly Chairman's retainer of $4,167.
The Board presently has four standing committees, as described below:
Executive Committee. The Executive Committee is authorized, to the extent
permitted by law, to exercise substantially all powers of the Board between
meetings of the Board. The Executive Committee did not meet during the fiscal
year ended June 30, 1999. Paul W. Murrill (Chairman), Christel C. Slaughter and
Dale E. Redman are members of the Executive Committee.
Audit 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 three meetings during the fiscal year ended June 30, 1999. C. Ray
Smith (Chairman), Ralph P. Erben, Norman C. Francis and Christel C. Slaughter
are members of the Audit Committee.
Compensation Committee. The Compensation Committee, which has authority to
consider and make recommendations to the Board regarding compensation of
officers of the Company, held four meetings during the fiscal year ended June
30, 1999. This committee also administers the Company's 1993 Incentive
Compensation Plan. Edward M. Simmons (Chairman), Robert P. Guyton, Paul W.
Murrill and Dale E. Redman are members of the Compensation Committee.
Nominating Committee. The Nominating Committee, which makes director
recommendations to the Board on an as needed basis, did not meet during the
fiscal year ended June 30, 1999. This committee will consider nominees
recommended by the shareholders. Shareholders wishing to make a recommendation
may do so by sending a letter to the Nominating Committee. Paul W. Murrill
(Chairman), Edward M. Simmons and C. Ray Smith are members of the Nominating
Committee.
3
<PAGE> 6
COMMON STOCK OWNERSHIP
CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the ownership of the
Company's Common Stock by each person known to the Company to be a beneficial
owner of more than 5% of the outstanding Common Stock, determined in accordance
with Rule 13d-3 of the Securities and Exchange Commission (the "SEC") based on
information furnished by such persons. Unless otherwise indicated, all
information is presented as of August 15, 1999, and all shares indicated as
beneficially owned are held with sole voting and investment power.
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------ --------
<S> <C> <C>
Julia H. R. Hamilton........................................ 1,162,510(1) 11.1
2736 Windrush Way
Baton Rouge, Louisiana 70879
O.Q. Quick.................................................. 865,602(2) 8.2%
#26 Sugar Creek Place
Waco, Texas 76712
Brinson Partners, Inc. and related companies(3)............. 698,800 7.3%
</TABLE>
- ---------------
(1) Includes 26,000 shares held as trustee of a charitable trust.
(2) 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 84,600 shares held beneficially and of record jointly
with his spouse or individually by Mr. Quick or his spouse.
(3) Based upon information included in Schedule 13G dated February 11, 1999
filed with the SEC by Brinson Partners, Inc. ("BPI") on behalf of itself,
Brinson Trust Company ("BTC"), Brinson Holdings, Inc. ("BHI"), SBC Holding
(USA), Inc. ("SBCUSA") and Swiss Bank Corporation ("SBC"). BTC is a
wholly-owned subsidiary of BPI. BPI is a wholly-owned subsidiary of BHI. BHI
is a wholly-owned subsidiary of SBCUSA. SBCUSA is a wholly-owned subsidiary
of SBC. The address of BPI, BTC and BHI is 209 South LaSalle, Chicago,
Illinois 60604-1295. SBCUSA's address is 222 Broadway, New York, NY 10038.
The address for SBC is Aeschenplatz 6 CH-4002, Basel, Switzerland.
4
<PAGE> 7
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information regarding the ownership of the
Company's Common Stock by (i) each director and nominee of the Company, (ii)
each executive officer for whom compensation information is disclosed under the
heading "Executive Compensation and Other Benefits" and (iii) all directors and
executive officers of the Company as a group, determined in accordance with Rule
13d-3 of the SEC based on information furnished by such persons. Unless
otherwise indicated, all information is presented as of August 15, 1999 and all
shares shown are held with sole voting and investment power.
<TABLE>
<CAPTION>
NUMBER PERCENT
OF OF
NAME SHARES CLASS
- ---- ------- -------
<S> <C> <C>
Ralph "Pete" Erben.......................................... 2,474 *
Norman C. Francis........................................... 2,311 *
Robert P. Guyton............................................ 2,798 *
Ronald A. LaBorde........................................... 236,877(1) 2.1
Paul W. Murrill............................................. 28,756(2) *
Dale E. Redman.............................................. 2,756 *
Christel C. Slaughter....................................... 1,756 *
C. Ray Smith................................................ 2,037(3) *
J. Fred Johnson............................................. 44,779(4) *
Joseph S. Polito............................................ 52,368(5) *
Patrick R. Prudhomme........................................ 40,569(6) *
Warriner C. Siddle.......................................... 37,298(7) *
Directors, Nominees and Executive Officers as a Group (20
people)................................................... 668,745(8) 6.0
</TABLE>
- ---------------
* Less than 1%
(1) Includes 89,716 shares held by Mr. LaBorde as trustee or co-trustee
(together with Mr. O.Q. Quick, see "Certain Beneficial Owners" above) under
several trusts. Also includes 123,750 shares that may be acquired upon the
exercise of presently exercisable options.
(2) Includes 20,000 shares that may be acquired upon the exercise of presently
exercisable options.
(3) Includes 300 shares held by Mr. Smith's spouse.
(4) Includes 38,400 shares that may be acquired upon the exercise of presently
exercisable options.
(5) Includes 46,000 shares that may be acquired upon the exercise of presently
exercisable options.
(6) Includes 36,100 shares that may be acquired upon the exercise of presently
exercisable options.
(7) Includes 37,200 shares that may be acquired upon the exercise of presently
exercisable options.
(8) Includes 490,500 shares that may be acquired upon the exercise of presently
exercisable options.
5
<PAGE> 8
EXECUTIVE COMPENSATION AND OTHER BENEFITS
The following table sets forth certain information regarding the
compensation of the Company's Chief Executive Officer and each of the Company's
other four most highly compensated executive officers. For the purpose of this
and the following tables and discussion concerning executive compensation, such
five executive officers shall be referred to as the "Named Executive Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS COMPENSATION(1)
--------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Ronald A. LaBorde.................... 1999 $309,377 $ -- -- $ 800
President and 1998 274,976 67,626 250,000 800
Chief Executive Officer 1997 274,976 133,504 -- 2,550
Joseph S. Polito..................... 1999 171,368 -- 7,500 800
Executive Vice President 1998 141,968 28,782 22,500 800
and General Manager 1997 132,870 56,259 -- 800
Patrick R. Prudhomme................. 1999 141,761 30,743 7,500 800
Executive Vice President 1998 140,400 -- 28,600 800
and Director of Operations 1997 140,400 -- -- 800
J. Fred Johnson...................... 1999 149,728 5,000 4,800 800
Executive Vice President, Secretary 1998 130,011 36,134 3,600 800
and Treasurer 1997 124,548 47,341 -- 800
Warriner C. Siddle................... 1999 144,310 7,500 4,650 800
Executive Vice President and 1998 140,400 11,934 32,550 800
Director of Development 1997 140,400 29,492 -- 800
</TABLE>
- ---------------
(1) Includes $800 per Named Executive Officer per year paid by the Company for
insurance premiums for a group policy which afforded term life insurance and
long-term disability insurance for all officers and for a group accidental
death policy which afforded coverage for all executive officers. Remaining
amounts for Mr. LaBorde are for director fees.
The following table sets forth information with respect to the Named
Executive Officers concerning options granted during the fiscal year ended June
30, 1999.
OPTION GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE ----------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SH) EXPIRATION DATE 5%($) 10%($)
---- ------------- ------------- ----------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joseph S. Polito........... 7,500 5.3% $8.50 06/24/2009 $40,078 $101,557
J. Fred Johnson............ 4,800 3.4% 8.50 06/24/2009 25,650 64,997
Patrick R. Prudhomme....... 7,500 5.3% 8.50 06/24/2009 40,078 101,557
C. Warriner Siddle......... 4,650 3.3% 8.50 06/24/2009 24,898 62,966
</TABLE>
- ---------------
(1) Except as noted, all options granted vest in full on the date of grant.
6
<PAGE> 9
The following table sets forth information with respect to the Named
Executive Officers concerning option and SAR exercises during the fiscal year
ended June 30, 1999 and unexercised options and SARs held as of June 30, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES AS OF JUNE 30, 1999
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON OPTIONS 06/30/99 AT 06/30/99
EXERCISE VALUE ------------------------------ ------------------------------
NAME (#) REALIZED ($) EXERCISABLE(1) UNEXERCISABLE EXERCISABLE(1) UNEXERCISABLE
---- ------------ ------------ -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ronald A. LaBorde..... 0 $0 123,750 176,250 $0 $0
Joseph S. Polito...... 0 0 46,000 0 0 0
Patrick R. Prudhomme.. 0 0 36,100 0 0 0
J. Fred Johnson....... 0 0 38,400 0 0 0
C. Warriner Siddle.... 0 0 37,200 0 0 0
</TABLE>
- ---------------
(1) All options were awarded at the fair market value of the underlying shares
on the date of grant.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") of the Board is comprised
entirely of outside, independent directors. The Committee prepares the
recommendation for compensation of the chief executive officer, approves the
compensation of executive officers of the Company, and administers the Company's
stock option plan. The Board approves the compensation of the chief executive
officer. In general, levels and methods of compensation approved by the
Committee and the Board 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, bonus compensation based primarily on increases in pre-tax income over
the prior fiscal year, and the periodic grant of long-term incentive
opportunities in the form of stock options. For purposes of computing bonuses,
net income is generally adjusted for certain non-recurring items. Individual
bonus formulas are set so that executives reach target levels of total cash
compensation as Company performance levels are met. Certain executives also
received bonuses for fiscal 1999 on a discretionary basis. These were approved
by the Committee in recognition of individual initiative and levels of
responsibility with respect to the Company's performance for fiscal 1999. These
bonuses totaled $67,000 of which the Named Executive Officers were paid $37,500.
In setting executive salary compensation (excluding Mr. LaBorde), the
Committee generally bases its decisions on recommendations presented to it by
the Company's Chief Executive Officer. The Committee's decisions on salary are
made using subjective evaluations and no formulas measuring Company or
individual performances are used. The Committee recommends Mr. LaBorde's salary
compensation based on comparisons with peer companies and secondly, the results
of an annual performance evaluation by the Board. Mr. LaBorde's bonus
compensation is determined on the same basis as other executives. The Committee
has targeted 3% of outstanding Common Shares in determining option grants to Mr.
LaBorde. In approving Mr. LaBorde's compensation, the Board made no material
modifications to the recommendations of the Committee.
In fiscal 1998, the Committee received a 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 levels to other comparable companies. Based on
the consultant's report, the Committee determined that the Company's overall
level of executive compensation is generally in line with executive compensation
practices at other peer companies.
7
<PAGE> 10
Legislation enacted in 1993 imposes a $1 million annual limit on the tax
deductibility of compensation paid to certain executive officers. The Company's
Amended and Restated 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 annual 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
Robert P. Guyton
Paul W. Murrill
Dale E. Redman
8
<PAGE> 11
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.
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 bonuses. The Named Executive Officers have the
following credited years of service under the plan: Mr. LaBorde -- 17; Mr.
Polito -- 35; Mr. Prudhomme -- 21; Mr. Johnson -- 3; and Mr. Siddle -- 24.
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>
$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 56,260 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
500,000.................. 37,500 50,000 62,500 75,000 87,500 100,000
</TABLE>
The amount of fiscal 1999 compensation from which benefits would be
calculated is limited to $250,000 for Mr. LaBorde.
EMPLOYMENT, MANAGEMENT CONTINUITY AND RETIREMENT AGREEMENTS
Each of the Named Executive Officers 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 (as
defined in the agreement) 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.
9
<PAGE> 12
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total shareholder return
("shareholder return") on the Company's Common Stock against the shareholder
return of the S&P 500 Stock Index and a Peer Group Composite Index (structured
by the Company as set forth below) for the five year period commencing June 30,
1994 and ended June 30, 1999.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
PICCADILLY CAFETERIAS, INC., S&P 500 INDEX & PEER GROUP COMPOSITE INDEX**
[GRAPH]
<TABLE>
<CAPTION>
PICCADILLY
MEASUREMENT PERIOD CAFETERIAS,
(FISCAL YEAR COVERED) INC. PEER GROUP S&P 500
<S> <C> <C> <C>
1994 100 100 100
1995 95 86 126
1996 120 77 159
1997 128 60 214
1998 160 68 279
1999 108 58 342
</TABLE>
- ---------------
* Assumes $100 invested on June 30, 1994 in the Company's Common Stock, the
S&P 500 Stock Index and a Peer Group Composite Index constructed by the
Company as set forth below. Also assumes reinvestment of dividends.
** Fiscal year ending June 30.
In constructing the Peer Group Composite Index ("Peer Index") for use in
the performance graph above, the Company used the shareholder returns of various
publicly held companies (weighted in accordance with each company's stock market
capitalization at June 30, 1994 and including reinvestment of dividends) that
compete with the Company in the family dining segment (the group of companies
included in the Peer Index competing with the Company are hereinafter referred
to as the "Peer Group"). Included in the Peer Group are mid-priced family
restaurant companies with large multi-unit operations and similar stock market
capitalization. The Peer Group includes Buffets, Inc., Fresh Choice, Inc.,
Furr's/Bishop's Inc., Stacey's Buffet, Inc., Luby's Cafeterias, Inc., Morrison
Restaurants, Inc., Perkins Family Restaurants, L.P., Ryan's Family Steak Houses,
Inc., Shoney's, Inc. and Sizzler International Inc.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file certain beneficial ownership reports with
the Securities and Exchange Commission. During 1999, Messrs. Robert P. Listen,
Donas T. Landry and Frederick E. Fuchs, Jr., each an executive officer of the
Company, each inadvertently filed one such report, for one sale, late, reporting
sales of securities. These transactions were subsequently reported on Form 5 on
August 14, 1999.
10
<PAGE> 13
PICCADILLY CAFETERIAS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of the 1999 Annual
Meeting of Shareholders and Proxy Statement and does hereby appoint Paul W.
Murrill and Mark L. Mestayer, and either of them, with full power of
substitution, as proxy or proxies of the undersigned to represent and to vote
all shares of Piccadilly Cafeterias, Inc. Common Stock, which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders of Piccadilly Cafeterias, Inc., to be held at the general offices
of the Company, 3232 Sherwood Forest Boulevard, Baton Rouge, Louisiana at 10:00
a.m. on November 1, 1999 and at any adjournment(s) thereof.
This Proxy, when properly executed, duly returned and not revoked, will be
voted. It will be voted in accordance with the directions given by the
undersigned shareholder. IF NO DIRECTION IS MADE, IT WILL BE VOTED IN FAVOR OF
THE NOMINEES LISTED IN PROPOSAL 1.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) hereon, and when signing as
attorney, executor, administrator, trustee or guardian, give your full title as
such. If the signatory is a corporation, sign the full corporate name by a duly
authorized officer.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- ------------------------------------
- --------------------------------- ------------------------------------
- --------------------------------- ------------------------------------
<PAGE> 14
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ------------------------------------------ 1. Election of Directors For All With- For All
PICCADILLY CAFETERIAS, INC. Nominees hold Except
- ------------------------------------------ ROBERT P. GUYTON [ ] [ ] [ ]
CHRISTEL C. SLAUGHTER
CONTROL NUMBER: NOTE: If you do not wish your shares voted "For" a particular nominee,
RECORD DATE SHARES: mark the "For All Except" box and strike a line through nominee's
name. Your shares will be voted for the remaining nominee.
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournment(s). This Proxy may be revoked at any time prior to the
voting thereof.
----------- Mark box at right if an address change or comment has [ ]
Please be sure to sign and date this Proxy. Date been noted on the reverse side of this card.
- -----------------------------------------------------------
- -----------------------------------------------------------
Shareholder sign here Co-owner sign here
</TABLE>
DETACH CARD DETACH CARD
PICCADILLY CAFETERIAS, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Company that require your immediate attention and
approval. These are discussed in detail in the enclosed proxy
materials.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares
will be voted. Then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of
Shareholders, November 1, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Piccadilly Cafeterias, Inc.
PICCM1
