<PAGE>
================================================================================
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
BFX HOSPITALITY GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BFX HOSPITALITY GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
BFX HOSPITALITY GROUP, INC.
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
(817) 332-4761
Dear Fellow Stockholder,
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of BFX Hospitality Group, Inc., a Delaware corporation (the
"Company" or "BFX"), to be held in the Camellia II Room of the Fort Worth Club,
12th Floor, 306 W. 7th Street, Fort Worth, Texas on February 11, 1999, at 10:00
o'clock a.m. (C.S.T.) (including any adjournment or postponement thereof, the
"Annual Meeting").
At the Annual Meeting, you will be asked (i) to elect two members to the
Company's Board of Directors (the "Board") to serve for three-year terms
expiring in 2002; and (ii) to transact such other business as may properly come
before the Annual Meeting.
Details of the items of business scheduled for the Annual Meeting appear
in the accompanying Proxy Statement. Please give this material your careful
attention.
To be elected to the Board, each nominee must receive the favorable vote
of a plurality of the shares of Common Stock represented and entitled to vote at
the Annual Meeting. Each share of Common Stock is entitled to one vote on each
matter to be acted upon or which may properly come before the Annual Meeting.
We look forward to greeting personally those stockholders who are able
to be present at the meeting; however, whether or not you plan to attend the
Annual Meeting, please complete, sign and date the enclosed proxy card and mail
it promptly using the enclosed, pre-addressed, postage-paid, return envelope. If
you attend the Annual Meeting, you may vote in person if you wish, even if you
have previously returned your proxy card. Your prompt attention will be greatly
appreciated.
Very truly yours,
/s/ Robert H. McLean
-------------------------------
Robert H. McLean
Chief Executive Officer
<PAGE>
BFX HOSPITALITY GROUP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 11, 1999
TO THE STOCKHOLDERS:
The Annual Meeting of the Stockholders of BFX Hospitality Group, Inc.
(the "Company" or "BFX") will be held in the Camellia II Room of the Fort Worth
Club, 12th Floor, 306 W. 7th Street, Fort Worth, Texas on Thursday, February 11,
1999, at 10:00 o'clock a.m. (C.S.T.) (including any adjournment or postponement
thereof, the "Annual Meeting"), for the following purposes:
1. To elect two members to the Board of Directors of the Company (the
"Board") to serve for three-year terms expiring in 2002;
2. To transact such other business as may properly come before the
Annual Meeting.
The Board has fixed the close of business on December 31, 1998 as the
record date (the "Record Date") for the determination of the stockholders
entitled to notice of and to vote at the Annual Meeting. Accordingly, only
holders of record of the Company's common stock, $.05 par value per share (the
"Common Stock"), at the close of business on the Record Date will be entitled to
vote at the Annual Meeting, either by proxy or in person. Each share of Common
Stock is entitled to one vote on each matter to be acted upon or which may
properly come before the Annual Meeting.
To be elected to the Board, each nominee must receive the favorable vote
of a plurality of the shares of Common Stock represented and entitled to vote at
the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AND MAIL IT PROMPTLY USING THE ENCLOSED PRE-ADDRESSED,
POSTAGE-PAID, RETURN ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE
IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
YOUR PROMPT ATTENTION IS APPRECIATED.
By Order of the Board of Directors,
/s/ Robert Korman
----------------------------
Robert Korman
Secretary
Fort Worth, Texas
Dated January 13, 1999
<PAGE>
BFX HOSPITALITY GROUP, INC.
226 Bailey Avenue, Suite 101
Fort Worth, Texas 76107
(817) 332-4761
____________________
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
to be held on
February 11, 1999
___________________
GENERAL MATTERS
TIME, DATE AND PLACE
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of BFX
Hospitality Group, Inc., a Delaware corporation (the "Company" or "BFX"), for
use at the Annual Meeting of Stockholders, including any adjournment or
postponement thereof (the "Annual Meeting"). The Annual Meeting will be held at
10:00 o'clock a.m. (C.S.T.) on Thursday, February 11, 1999 in the Camellia II
Room of the Fort Worth Club, 12th Floor, 306 W. 7th Street, Fort Worth, Texas.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
At the Annual Meeting, stockholders of the Company will be asked (i) to
elect two members to the Board of Directors to serve for three-year terms
expiring in 2002, and (ii) to transact such other business as may properly come
before the Annual Meeting.
RECORD DATE, VOTING SECURITIES AND QUORUM
The Board has fixed the close of business on December 31, 1998 as the
record date (the "Record Date") for the determination of the stockholders
entitled to notice of and to vote at the Annual Meeting. Accordingly, only
holders of record of the Company's common stock, $.05 par value per share (the
"Common Stock"), at the close of business on the Record Date will be entitled to
vote at the Annual Meeting, either by proxy or in person. This Proxy Statement
and the accompanying proxy card are being mailed to the Company's stockholders
on or about January 13, 1999.
Each share of Common Stock is entitled to one vote on each matter to be
acted upon or which may properly come before the Annual Meeting. As of the
Record Date, there were 4,080,828 shares of Common Stock outstanding and
entitled to vote. The Common Stock constitutes the only class of securities
entitled to vote at the Annual Meeting.
The presence at the Annual Meeting, in person or by proxy, of the
holders of a majority of the shares of Common Stock outstanding on the Record
Date will constitute a quorum at the Annual Meeting. Votes cast by proxy or in
person at the Annual Meeting will be counted by the persons appointed by the
Company to act as the inspectors for the meeting. The presiding officer of the
meeting will appoint two independent election judges to count votes at the
Annual Meeting. One of the two judges shall be a representative of the Company's
Registrar and Transfer Agent. Shares represented by proxies that reflect
abstentions or include "broker non-votes" will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. In the event that a quorum is not present at the Annual Meeting, it is
expected that the meeting will be adjourned or postponed to solicit additional
proxies. The persons named as proxies with respect to the Annual Meeting may
propose and vote for one or more adjournments of the Annual Meeting to permit
further solicitation of proxies in favor of the proposals; provided, however,
that no proxy which is voted against any of the proposals will be voted in favor
of any such adjournment or postponement.
1
<PAGE>
VOTE REQUIRED
The Company's Bylaws provide that the majority of the shares entitled to
vote, present in person or represented by proxy, constitutes a quorum. The
Company's Bylaws further provide that in all matters other than the election of
Directors, the affirmative vote of the majority of shares, present in person or
represented by proxy at the meeting and entitled to vote on the subject matter,
shall be the act of the shareholders. With respect to the election of Directors,
the Company's Bylaws provide that a plurality of the votes cast by the holders
of shares entitled to vote and represented, in person or by proxy, at an annual
meeting shall be the act of the shareholders. If a shareholder abstains from
voting by not attending the Annual Meeting in person or by proxy, the effect of
that abstention would be to reduce the number of shares present at the Annual
Meeting for the purposes of determining whether a quorum exists. After a quorum
is found to exist, abstentions by those represented in person or by proxy at the
meeting and "broker non-votes" are treated as failures to vote. Since Director
nominees are elected by a plurality of the votes cast, an abstention or "broker
non-vote" has no effect upon the outcome of an election. The Company's Bylaws
are consistent with Delaware corporate law; therefore, the effect of abstentions
and broker non-votes is the same under either.
PROXIES
Shares of Common Stock which are represented by properly executed proxy
cards received by the Company at or prior to the Annual Meeting, and not duly
and timely revoked, will be voted according to the instructions indicated on the
proxy card. Unless contrary instructions are given, the persons named on the
proxy card intend to vote the shares of Common Stock so represented FOR all
listed nominees for director.
The Board is not currently aware of any other matters which are to be
presented at the Annual Meeting. As to any other business which may properly
come before the Annual Meeting, the persons named on the proxy card for the
Common Stock will vote according to their best judgment.
Any holder of Common Stock has the power to revoke his or her proxy at
any time before it is voted at the Annual Meeting by delivering a written notice
of revocation to the Secretary of the Company, by a duly executed proxy bearing
a later date, or by voting by ballot at the Annual Meeting.
All expenses of this solicitation, including the cost of preparing,
assembling, and mailing this proxy soliciting material and Notice of Annual
Meeting of Stockholders, will be paid by the Company. Additional solicitation of
holders of Common Stock by mail, telephone, telegraph or by personal
solicitation may be done by directors, officers and regular employees of the
Company, for which they will receive no additional compensation. The Company has
retained Beacon Hill Partners, Inc. to assist it in connection with the
solicitation of proxies. In connection therewith, the Company will pay Beacon
Hill Partners, Inc. $2,500 plus expenses. Brokerage houses and other nominees,
fiduciaries and custodians nominally holding shares of Common Stock as of the
Record Date will be requested to forward proxy soliciting material to the
beneficial owners of such shares, and will be reimbursed by the Company for
their reasonable expenses.
2
<PAGE>
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Certificate of Incorporation provides that the Company's
Board shall be divided into three classes, as nearly equal in size as possible,
each of which is to serve for a term of three years.
The nominees for Director are H. T. Hunnewell and Russell J. Sarno. The
nominees have been nominated for reelection by the Board to serve for a three-
year term expiring in 2002. The nominees are currently serving as Directors and
have consented to serve for the new term.
The following table reflects the name and age of each nominee, the
position and office with the Company currently held by the nominee, the period
of service as Director of the Company, and the term for which such nominee will
serve, if elected.
<TABLE>
<CAPTION>
POSITION HELD TERM TO
NOMINEE'S NAME AGE WITH THE COMPANY DIRECTOR SINCE EXPIRE
- ------------------ ------- ---------------- -------------- -------
<S> <C> <C> <C> <C>
H. T. Hunnewell 72 Director January 1981 2002
Russell J. Sarno 63 Director May 1984 2002
</TABLE>
To be elected as a Director, each nominee must receive the favorable
vote of a plurality of the shares represented and entitled to vote at the Annual
Meeting. The persons named in the enclosed form of Proxy, unless otherwise
directed therein, intend to vote such Proxy FOR the election of each nominee
named herein as a Director of the Company. If any nominee becomes unavailable
for any reason, the persons named in the form of Proxy are expected to consult
with management of the Company in voting the shares represented by them. The
management of the Company has no reason to doubt the availability of each
nominee to serve and no reason to believe that each nominee will be unavailable
or unwilling to serve if elected to office. To the knowledge of management, each
nominee intends to serve the term for which election is sought.
Business Experience. The following is a brief summary of the business
experience of each of the nominees for election as a Director and of each of the
continuing Directors for the past five years.
NOMINEES
H. T. HUNNEWELL serves as President of Twin Montana, Inc., an oil and
gas exploration and development company located in Graham, Texas since October
1991. Mr. Hunnewell received a B.S. degree in Petroleum Engineering and a B.S.
degree in Geology from Texas A&M University in 1950.
RUSSELL J. SARNO, since January 1, 1995, has served as President of Flo
Control, Inc., a California corporation and manufacturer of specialty fluid
control devices located in Burbank, California. For ten years prior to January
1, 1995, Mr. Sarno served as President of Flo Control, Inc., a Delaware
corporation and at the time, a wholly owned subsidiary of the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE.
3
<PAGE>
INFORMATION REGARDING CONTINUING DIRECTORS
The following table reflects the name and age of each of the continuing
Directors whose terms are not expiring, the positions and offices with the
Company currently held by each continuing Director, the period of service as a
Director of the Company, and the year in which such continuing Directors' terms
will expire.
<TABLE>
<CAPTION>
POSITION HELD TERM TO
DIRECTOR'S NAME AGE WITH THE COMPANY DIRECTOR SINCE EXPIRE
- ------------------------------ --- ------------------------- -------------- ------
<S> <C> <C> <C> <C>
Bruno V. D'Agostino 56 Director December 1991 2001
John M. Edgar 55 Director September 1987 2001
Hampton Hodges 61 Director December 1980 2000
Robert H. McLean 57 Director, Chairman of the January 1981 2001
Board, President and Chief
Executive Officer
Walter D. Rogers, Jr. 54 Director February 1995 2000
</TABLE>
Business Experience. The following is a brief summary of the business
experience of each of the continuing Directors for the past five years.
CONTINUING DIRECTORS
BRUNO V. D'AGOSTINO served from 1978 to 1987 as Senior Vice President of
Benjamin Thompson & Associates, a firm specializing in marketplace architecture.
In August 1987, Bruno D'Agostino became a founding partner of D'Agostino Izzo
Quirk Architects, and he continues to serve in that capacity, directing urban
design projects throughout the United States. Mr. D'Agostino received a B.A.
degree in Architecture from the University of Cincinnati in 1964, and a Masters
degree in Architecture and Urban Design from Harvard University in 1969.
JOHN M. EDGAR has been engaged in the private practice of law in Kansas
City, Missouri since 1968. Mr. Edgar is currently the managing partner of the
Kansas City office of the law firm of Bryan Cave LLP, and a member of such
firm's Management Committee. Mr. Edgar received a B.S. degree in Business
Administration and Accounting from the University of Kansas in 1965, and a J.D.
degree, with honors, from the University of Missouri at Kansas City in 1968.
HAMPTON HODGES co-founded the Company in 1980 and has been engaged in
personal investments since 1985. Mr. Hodges received a Bachelor of Science
degree from the United States Military Academy at West Point in 1961.
ROBERT H. McLEAN co-founded the Company in 1980 and has served as Chief
Executive Officer of the Company since 1989. Mr. McLean has also served as
Chairman of the Board and President of the Company since September 1998. Mr.
McLean received a B.B.A. in Business Administration from the University of Texas
at Austin in 1963 and a L.L.B. from the University of Texas School of Law in
1966.
WALTER D. ROGERS, JR. served as President of Current Technology, Inc.
from May 1992 until June, 1997 when the company was sold to Danaher Corporation.
Since June 1997 Mr. Rogers has continued to serve as President of Current
Technology, Inc. Mr. Rogers served as Executive Vice President of Current
Technology, Inc. from October 1990 to May 1992 and served as Vice President of
the Company between March 1988 and October 1990. Mr. Rogers received a B.S.
degree in Business Administration and Accounting from the University of Alaska
in 1972.
4
<PAGE>
Relationships. There is no family relationship between any of the
Directors of the Company.
Meetings and Committees. In fiscal year 1998, the Board of Directors of
the Company met four times with all of the meetings being regularly scheduled.
All of the Directors serving on the Board during such period attended at least
75% of the meetings held while each served as a Director during fiscal year
1998.
The Board of Directors does not have a standing Nominating Committee.
The Compensation Committee, composed of John M. Edgar, Walter D. Rogers,
Jr., and Russell J. Sarno met two times in fiscal 1998. The Compensation
Committee generally assists the Board of Directors in fulfilling its
responsibilities relating to compensation arrangements for the Company's
executives and key employees. The members of the Compensation Committee are
selected at the regularly scheduled meeting of the Board of Directors
immediately following each Annual Meeting of Stockholders.
The Audit Committee composed of the following Directors: Bruno V.
D'Agostino, Russell J. Sarno and John M. Edgar met on February 12, 1998 to
discuss the results from the fiscal 1997 audit. The Audit Committee generally
assists the Board of Directors in fulfilling its responsibilities relating to
the Company's accounting policies, financial reporting practices, and
communication with the independent accountants. The members of the Audit
Committee are selected at the regularly scheduled meeting of the Board of
Directors immediately following each Annual Meeting of Stockholders.
COMPENSATION OF DIRECTORS
For the 1998 fiscal year the outside members of the Board of Directors
were issued shares of Common Stock in addition to cash compensation for
director's fees. As a result, Mr. D'Agostino, Mr. Edgar, Mr. Hodges, Mr.
Hunnewell, Mr. Rogers and Mr. Sarno, as non-employee Directors, each received
5,000 shares of the Company's Common Stock and $3,000 cash compensation. The
Company also allows the outside members to participate in the Company's group
health plan. Currently, Mr. Hodges is the only outside director to participate
at a cost to the Company of approximately $5,800 in fiscal 1998. The Company
reimburses the Directors for expenses in connection with meetings.
5
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company, their respective ages, positions
held, and tenure with the Company are as follows:
<TABLE>
<CAPTION>
POSITION HELD OFFICER OF THE
OFFICER'S NAME AGE WITH THE COMPANY COMPANY SINCE
- -------------------------------------- --- ------------------------------- -------------
<S> <C> <C> <C>
Robert H. McLean 57 Director, Chairman of the 1985
Board, President and Chief Executive
Officer
Robert Korman 51 Vice President, Chief Financial 1982
Officer, Treasurer and Secretary
Frank J. Milan 43 Vice President 1994
Terry Kearney 37 Vice President 1997
</TABLE>
Business Experience of Executive Officers. Information concerning the
business experience of Mr. McLean is provided under "Continuing Directors" on
page 4 herein.
ROBERT KORMAN, a Certified Public Accountant, has served as Vice
President, Treasurer, and Chief Financial Officer of the Company since February
1989. Mr. Korman served as the Treasurer of the Company from December 1982 to
February 1989. Mr. Korman was elected as the Secretary of the Company in
February 1994.
FRANK J. MILAN has served as a Vice President of the Company since April
1994. From 1989 to April 1994, Mr. Milan served as an executive director of
Entertainment Centers of America, Inc. Previously, Mr. Milan was a director of
operations or general manager for several large entertainment complexes
including Dallas Alley and Billy Bob's Texas.
TERRY KEARNEY has served as Vice President of the Company since February
1997. From August 1994 to February 1997, Mr. Kearney was general manager of
Lucile's, A Stateside Bistro, a subsidiary of the Company. From 1993 to 1994,
Mr. Kearney was general manager of Buffalo Cantina in Minneapolis, Minnesota and
thereafter food and beverage director of Minneapolis Entertainment Company, Inc.
From 1988 to 1993, Mr. Kearney was a general manager in Minneapolis, Minnesota
with Strang Management Company, a franchisee of Applebee's International.
Terms of Office; Relationship. The officers of the Company are elected
annually by the Board of Directors of the Company at the Annual Meeting of
Directors held immediately following each Annual Meeting of Stockholders, or as
soon thereafter as necessary and convenient in order to fill vacancies or newly
created offices. Each officer holds office until his successor is duly elected
and qualified or until his death, resignation or removal, if earlier. Any
officer or agent elected or appointed by the Board of Directors of the Company
may be removed by the Board of Directors whenever, in its judgment, the best
interests of the Company will be served thereby, but such removal shall be
without prejudice to the contractual rights, if any, of the person so removed.
There are no family relationships among the executive officers of the
Company. There are no arrangements or understandings between any officer and any
other person pursuant to which that officer was elected.
6
<PAGE>
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the Company
and its subsidiaries for services rendered during the last three fiscal years to
(i) the Company's Chief Executive Officer, (ii) each of the most highly
compensated executive officers of the Company whose cash compensation exceeded
$100,000 during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- -----------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(A) BONUS(A) COMPENSATION AWARDS (C) SAR'S PAYOUTS COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert H. McLean 1998 $250,000 - - - - - 1,184 (B)
Chief Executive Officer 1997 250,000 850,000 506,000 (F) - 300,000 - 2,730 (B)
1996 250,000 175,000 - - 200,000 - 4,500 (B)
Robert Korman 1998 125,000 - - - 25,000 - 1,184 (B)
Chief Financial Officer, 1997 125,000 137,500 112,200 (F) - - - 2,730 (B)
Vice President, 1996 125,000 50,000 - - 10,000 - 4,500 (B)
Treasurer and Secretary
Frank J. Milan 1998 100,000 25,000 - - - - 986 (B)
Vice President 1997 100,000 20,000 - 20,000 (E) - - -
1996 80,000 10,000 - 16,880 (D) 5,000 - -
Terry Kearney
Vice President 1998 75,000 25,000 - - - - 1,713 (B)
1997 60,000 21,400 - 20,000 (E) -
1996 50,031 9,245 - 16,880 (D) 10,000 - -
-
Jean-Claude Mathot (H) 1998 150,000 - - - - - 150,000 (G)
1997 75,000 - - - - - -
- --------------------------------------------
</TABLE>
(A) The amounts shown include cash and non-cash compensation earned and
received by executive officers as well as amounts earned but deferred at
the election of those officers.
(B) Contributions by the Company to its 401(k) Profit Sharing Plan on behalf of
the named executive officer.
(C) As of September 30, 1998, Mr. McLean, Mr. Korman, Mr. Milan and Mr. Kearney
owned 100,000, 10,000, 30,000 and 20,000 shares respectively, of Restricted
Stock. The aggregate value of these shares, based on the market price of
the Company's Common Stock at the close of the 1998 fiscal year (September
30, 1998), is $220,000. All of the shares are fully vested. The Company
has never paid dividends and has no intention to do so in the foreseeable
future. However, if the Company ever declares and pays dividends on its
common stock, this stock will be entitled to receive such dividends.
(D) Represents 10,000 shares of the Company's Common Stock issued in January
1996.
(E) Represents 10,000 shares of the Company's Common Stock issued in October
1996.
(F) Represents compensation received as a result of the exercise of options.
See Transactions With Management And Others.
(G) Represents severance compensation received at termination of Mr. Mathot's
employment pursuant to his employment contract. See Transactions With
Management and Others.
(H) Mr. Mathot's employment terminated on September 30, 1998. See Transaction
With Management and Others.
7
<PAGE>
OPTIONS GRANTED
The following table sets forth the options granted during the last completed
fiscal year to (i) the Company's Chief Executive Officer, and (ii) each of the
most highly compensated executive officers whose cash compensation exceeds
$100,000.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE
OPTIONS/SAR'S VALUE AT ASSUMED ANNUAL
NUMBER OF GRANTED RATES OF STOCK PRICE
SECURITIES TO APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM
OPTIONS/SAR'S IN EXERCISE OR
GRANTED FISCAL BASE PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert Korman 25,000 100% 3.00 7/01/2003 20,271 45,788
Chief Financial Officer,
Vice President,
Treasurer and Secretary
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND SEPTEMBER 30, 1998 OPTION VALUES
- -----------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
UNDERLYING UNEXERCISED
OPTIONS AT
SHARES SEPTEMBER 30, 1998
ACQUIRED ON
NAME EXERCISE VALUE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------
Robert H. McLean - - 300,000 - - -
Chief Executive Officer
Robert Korman -
Chief Financial Officer, - 25,000 - - -
Vice President,
Treasurer and Secretary
Frank J. Milan
Vice President of - - 17,000 13,000 - -
BFX Holdings, Inc.
Terry Kearney - - 10,000 10,000 - -
Vice President of
BFX Holdings, Inc.
Jean- Claude Mathot - - - - - -
</TABLE>
8
<PAGE>
COMPENSATION COMMITTEE'S REPORT ON COMPENSATION
The following is a report of the Company's Compensation Committee (the
"Committee") regarding actions taken with respect to executive compensation
during the fiscal year ended September 30, 1998. Please note that the Company
does not intend for this information to be incorporated by reference in any
previous or subsequent SEC filing by the Company
The Compensation Committee's Report on Compensation
for
Fiscal Year September 30, 1998
Compensation policies and annual compensation applicable to the Company's
executive officers were the responsibility of and established by the Committee
during the Company's last fiscal year. The Committee's overall policy regarding
compensation of the Company's executive officers is to provide salary levels and
compensation incentives that attract and retain qualified individuals in key
positions; that recognize individual performance and the Company's performance;
and that support the Company's objective of achieving sustained improvement in
its financial condition and operating results. To achieve these objectives, the
Company's executive compensation policies integrate annual base compensation
with bonuses based on a combination of overall corporate performance and
individual initiatives and performance. Annual cash compensation, together with
the payment of long term equity based incentive compensation through stock
options and other equity based awards, is designed to attract and retain
qualified executives and to insure that such executives have a continuing stake
in the long term success of the Company. The Committee has access to
compensation packages made available to executive officers of competing
companies, as well as companies of a similar size and nature, but also uses its
discretion to set executive compensation at levels warranted in its judgment by
external, internal and individual circumstances.
Base Salary:
Subject to the provisions of any applicable employment agreements, in
fiscal 1998, base salary levels for the Company's executive officers, including
the Chief Executive Officer, were competitively set relative to competing
companies, as well as companies of a similar size and nature. In determining
salaries, the Committee took into account individual experience and performance
and specific issues particular to the Company.
Annual Incentive Compensation:
Certain executive officers received cash bonuses based on performance
during fiscal 1998 at the discretion of the Committee.
Stock Option Plan:
There were options covering 25,000 shares were granted to the Chief
Financial Officer under the Company's Equity Participation Plan of 1997 at an
exercise price of $3.00 (approximately $0.87 per share in excess of the fair
market value on the date of issuance).
CEO Compensation
The fiscal 1998 annual base salary for Mr. McLean, who served as Chief
Executive Officer of the Company, was $250,000.00. This annual base salary was
paid pursuant to the terms of an Employment Agreement with Mr. McLean executed
as of October 1, 1995. The Committee considered that this salary was within the
range of salaries paid to Chief Executive Officers of comparable companies, and
that Mr. McLean is a capable and experienced executive who would continue to
make substantial contributions to the Company's growth and success. Mr. McLean
received no bonus for performance related to fiscal 1998.
COMPENSATION COMMITTEE
John M. Edgar
Walter D. Rogers, Jr.
Russell J. Sarno
9
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Edgar, Mr. Sarno and Mr. Rogers, three of the Company's outside directors,
served on the Compensation Committee, which was formed at the beginning of
fiscal 1998. Mr. Sarno served as President of Flo Control, Inc., a previously
owned subsidiary of the Company, until January 1995 when Flo Control, Inc. was
sold to Mr. Sarno. Mr. Rogers served as President of Current Technology, Inc.,
a previously owned subsidiary of the Company, until June 1997 when Current
Technology, Inc. was sold to Danaher Corporation.
EMPLOYMENT AGREEMENTS
Mr. McLean has an Employment Agreement with the Company providing for an
annual salary of $250,000 and a term of 36 months beginning October 1, 1995 and
containing a non-competition provision. This Employment Agreement has an
automatic renewal feature which operates to insure that the term of the
Employment Agreement is never less than 24 months, nor more than 36 months. If
the Agreement is terminated by BFX without cause or by Mr. McLean for "Good
Reason" (as therein defined and hereafter summarized), Mr. McLean is entitled to
receive a lump sum payment equal to the salary to be paid to him for the
remaining balance of the Employment Agreement term plus accrued bonus and earned
but untaken vacation. As used in the Employment Agreement, "Good Reason" means
(i) the election of a member of the Board of Directors without the approval of
the election or the nomination for election of the new member by all Board
members who were members on October 1, 1995, or their successors, if recommended
to succeed such members by all Board members who were members on October 1,
1995, (ii) an adverse change in Mr. McLean's status or position as an executive
of the Company, (iii) the taking of any action by the Company that would
substantially diminish the aggregate projected value of Mr. McLean's awards
under the Company's bonus, stock bonus or management incentive plans or (iv) the
taking of any action by the Company that would substantially diminish the
aggregate value of the benefits provided to Mr. McLean by the Company under
health, dental, accident, disability, life insurance or retirement plans. Mr.
McLean also has a Change in Control Agreement, with the same term as his
Employment Agreement, which provides that if Mr. McLean's employment with the
Company is terminated within two years following a Change in Control of the
Company, unless such termination is because of his death or disability or by the
Company for cause, Mr. McLean shall be entitled to receive a lump sum payment
equal to three times his base amount as that term is defined in Section 280G of
the Internal Revenue Code of 1986, as amended (the "Code"), subject to reduction
in order to avoid the payment of an "excess parachute payment" as that term is
defined in Section 280G of the Code.
Mr. Korman has an Employment Agreement with the Company providing for an
annual salary of $125,000, with a term of 12 months beginning August 1, 1995.
This Employment Agreement has an automatic renewal feature which operates to
insure that the term of the Employment Agreement is always 12 months. Mr.
Korman's Employment Agreement also has a change in control provision which
provides that if Mr. Korman's employment with the Company is terminated within
24 months following a Change in Control of the Company, unless such termination
is because of his death or disability, or by the Company for cause, Mr. Korman
shall be entitled to receive a lump sum payment equal to his salary for the
remaining balance of his employment term.
Mr. Milan has an Employment Agreement with the Company providing for an annual
salary of $100,000 with a term of 12 months beginning October 1, 1998. The
Employment Agreement has an automatic renewal feature, which operates to extend
the Employment Agreement one additional year on the Renewal Date. Either Mr.
Milan or the Company can give written notice on or before 30 days prior to the
Renewal Date of its election to terminate the Employment Agreement. Mr. Milan's
Employment Agreement has a change in control provision which provides that, if
Mr. Milan's employment with the Company is terminated within 24 months following
a Change in Control of the Company, Mr. Milan shall be entitled to receive an
amount equal to his base amount as that term is defined in Section 280G of the
Code, subject to reduction in order to avoid the payment of an "excess parachute
payment" as that term is defined in Section 280G of the Code.
Mr. Kearney has an Employment Agreement with the Company providing for an annual
salary of $80,000, with a term of 12 months beginning October 1, 1998. The
Employment Agreement has an automatic renewal feature, which operates to extend
the Employment Agreement one additional year on the Renewal Date. Either Mr.
Kearney or the Company can give written notice on or before 30 days prior to the
Renewal Date of its election to terminate the Employment Agreement. Mr.
Kearney's Employment Agreement has a change in control provision which provides
that,
10
<PAGE>
if Mr. Kearney's employment with the Company is terminated within 24 months
following a Change in Control of the Company, Mr. Kearney shall be entitled to
receive an amount equal to his base amount as that term is defined in Section
280G of the Code, subject to reduction in order to avoid the payment of an
"excess parachute payment" as that term is defined in Section 280G of the Code.
For purposes of the Employment Agreements and the Change in Control Agreement
referred to immediately above, a "Change in Control" is defined as having
occurred upon any of the following events (unless the Continuing Board of
Directors of Company (as hereinafter defined) determines that the happening of
any of the following events in a particular case should not be deemed a Change
in Control):
(i) the acquisition directly or indirectly, by any person (as such terms
are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended), other than the Company, any of its subsidiaries or any
employee benefit plan maintained by Company or any such subsidiary, of
beneficial ownership of securities of Company representing fifteen percent
(15%) or more of the combined voting power of Company's then outstanding
securities (with the terms used herein and in Sections 13(d) and/or 14(d) of
the Securities Exchange Act of 1934, as amended, having the meanings of such
terms in such Sections);
(ii) if the stockholders of Company approve a merger or consolidation, a
sale or disposition of all or substantially all of Company's assets or a plan
of liquidation or dissolution of Company;
(iii) the election during any period of twenty-four (24) months or less of a
member or members of Company's Board without the approval of the election or
nomination for election of such new member or members by a majority of the
members of the Board who were members at the beginning of the period, or
members of the Board thereafter recommended to succeed such original members
(or their successors hereunder) by a majority of the members of the Board who
were members at the beginning of the period (or their successors hereunder);
or
(iv) any person (as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) other than Company, any of its
subsidiaries or any employee benefit plan maintained by Company or any such
subsidiary, makes a tender or exchange offer for any shares of Company's
outstanding voting securities at any point in time, pursuant to which any such
shares are purchased.
The "Continuing Board of Directors of Company" shall mean (i) the members of
Company's Board of Directors in office immediately prior to the Change in
Control, excluding any who initiate a Change in Control or are affiliated with
one who initiates a Change in Control, and (ii) any subsequent directors who may
be selected, nominated or approved by a majority of the other Continuing Board
of Directors of Company.
11
<PAGE>
STOCK PRICE PERFORMANCE
The following table compares the total stockholder returns over the last five
years to the American Stock Exchange Market Value Index and the S&P Restaurant
Industry Group Index. The Company is listed on the American Stock Exchange and
during Fiscal 1998 has been solely in the food, beverage and hospitality
industry. In previous years, the Company included the Multiple Industry Group
in the comparison as the Company had multiple industries. The stockholder
return shown below is not necessarily indicative of future performance.
<TABLE>
<CAPTION>
------------------------------------FISCAL YEAR ENDING--------------------------------------
<S> <C> <C> <C> <C> <C> <C>
COMPANY/INDEX/MARKET 9/30/1993 9/30/1994 9/29/1995 9/30/1996 9/30/1997 9/30/1998
BFX Hospitality Gp 100.00 130.00 165.00 180.00 315.00 120.00
Restaurants 100.00 99.56 142.78 170.28 173.36 216.63
AMEX Market Index 100.00 101.92 122.80 127.81 155.42 135.76
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and the American Stock Exchange.
Officers, directors and greater than ten-percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during fiscal 1998 all
filing requirements were complied with by its officers, directors and greater
than ten-percent beneficial owners.
12
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In March 1997, Mr. McLean exercised outstanding stock options to purchase
500,000 shares of the Company's common stock for an aggregate purchase price of
$774,000. Pursuant to the terms of his Stock Option Agreement, Mr. McLean
executed a Promissory Note in the principal amount of $774,000, secured by all
of the stock, payable one year from the date of exercise, and bearing interest
at 8% per annum, both principal and interest payable at maturity. Under the
terms of this Note, Mr. McLean had the right to tender shares of the Company's
common stock in payment of such Note. Pursuant to the terms of an Agreement
between Mr. McLean and the Company, on October 8, 1997 Mr. McLean tendered to
the Company 284,430 shares of its common stock owned by Mr. McLean in payment of
the principal balance of the Note in the amount of $774,000 and to reimburse the
Company for certain taxes paid by the Company on Mr. McLean's behalf in the
amount of $400,695. Mr. McLean tendered the shares on October 8, 1997 at a
value of $4.13 per share, which was the closing price per share of the Company's
common stock on that date. Under the terms of the Agreement between Mr. McLean
and the Company, the Company agreed to pay the taxes incurred by Mr. McLean as a
result of the exercise of his stock options and the tendering of his shares in
exchange for additional shares of the Company's common stock. The Company also
agreed to waive the payment of interest on the Note described above.
In March 1997, Mr. Korman exercised outstanding stock options to purchase
110,000 shares of the Company's common stock for an aggregate purchase price of
$169,400. Pursuant to the terms of his Stock Option Agreement, Mr. Korman
executed a Promissory Note in the principal amount of $169,400, secured by all
of the stock, payable one year from the date of exercise, and bearing interest
at 8% per annum, both principal and interest payable at maturity. Under the
terms of this Note, Mr. Korman had the right to tender shares of the Company's
common stock in payment of such Note. Pursuant to the terms of an Agreement
between Mr. Korman and the Company dated as of October 8, 1997, and amended as
of October 21, 1997, Mr. Korman tendered to the Company 62,824 shares of its
common stock owned by Mr. Korman in payment of the principal balance of the Note
in the amount of $169,400 and to reimburse the Company for certain taxes paid by
the Company on Mr. Korman's behalf in the amount of $90,065. Mr. Korman
tendered the shares at a value of $4.13 per share, which was the closing price
per share of the Company's common stock on October 8, 1997. Under the terms of
the Agreement between Mr. Korman and the Company, the Company agreed to pay the
taxes incurred by Mr. Korman as a result of the exercise of his stock options
and the tendering of his shares in exchange for additional shares of the
Company's common stock. The Company also agreed to waive the payment of
interest on the Note described above.
In March 1997, Mr. Rogers exercised outstanding stock options to purchase
150,000 shares of the Company's common stock for an aggregate purchase price of
$247,000. Pursuant to the terms of his Stock Option Agreement, Mr. Rogers
executed a Promissory Note in the principal amount of $247,000, secured by all
of the stock, payable one year from the date of exercise, and bearing interest
at 8% per annum, both principal and interest payable at maturity. Under the
terms of this Note, Mr. Rogers had the right to tender shares of the Company's
common stock in payment of such Note. Pursuant to the terms of an Agreement
between Mr. Rogers and the Company dated as of October 8, 1997, and amended as
October 21, 1997, Mr. Rogers tendered to the Company 52,045 shares of its common
stock owned by Mr. Rogers in payment of one-half of the principal balance of the
Note in the amount of $123,500 and to reimburse the Company for certain taxes
paid by the Company on Mr. Rogers' behalf in the amount of $91,446. Mr. Rogers
tendered the shares at a value of $4.13 per share, which was the closing price
per share of the Company's common stock on October 8, 1997. Under the terms of
the Agreement between Mr. Rogers and the Company, the Company agreed to pay the
taxes incurred by Mr. Rogers as a result of the exercise of his stock options
and the tendering of his shares in exchange for additional shares of the
Company's common stock. The Company also amended the Note described above to
(i) extend the due date for the principal sum of $26,500 until February 3, 2000;
(ii) extend the due date for the principal sum of $97,000 until September 6,
2001; (iii) eliminate any interest charges prior to maturity; and (iv) provide
for the payment of the Note by the delivery of shares of the Company's common
stock valued at the greater of book or market value.
The law firm of Bryan Cave LLP provides certain legal services to the Company.
John M. Edgar, a director of the Company, is a managing partner of Bryan Cave
LLP.
13
<PAGE>
In April 1997, the Company acquired all of the outstanding stock, in a tax
free exchange, of Hotels of Distinction (HOD), a hotel management company, from
Alan Tremain, O.B.E. and Jean-Claude Mathot in exchange for 300,000 shares of
the Company's common stock. In addition, Mr. Tremain became Chairman of the
Board of the Company and Mr. Mathot became President and Chief Operating Officer
of the Company. The transaction, in substance, represented payment for
employment services. As a result, the Company expensed $824,000, the estimated
fair market value of the stock in 1997. In connection with the transaction,
Non-Qualified Stock Option Agreements were entered into with Mr. Tremain and Mr.
Mathot, each agreement granting options covering 250,000 shares of the Company's
common stock at an exercise price of $3.00 per share, approximately $0.25 per
share in excess of the fair market value at the date of grant. The options
terminated upon termination of employment by Mr. Tremain and Mr. Mathot as
described below.
In June 1998, Mr. Tremain tendered his resignation as Chairman of the Board of
the Company effective June 26, 1998. In September 1998, Mr. Mathot tendered his
resignation as President and Chief Operating Officer of the Company effective
September 30, 1998. In accordance with their employment agreements, Mr. Tremain
and Mr. Mathot received $100,000 and $175,000, respectively, in severance
compensation. Also pursuant to their employment agreements, which required the
Company to purchase any common stock held by Mr. Tremain and Mr. Mathot at the
greater of fair market value or their cost, the Company purchased 280,000 shares
of the Company's common stock from Mr. Tremain for $700,000 and 260,000 shares
of the Company's common stock from Mr. Mathot for $656,000. As a result of
these transactions, the Company recorded an expense of $744,000 during fiscal
1998.
14
<PAGE>
SECURITY OWNERSHIP
The following table sets forth information as of December 31, 1998, regarding
the beneficial ownership (as defined by the SEC) of Common Stock by (i) each
person known by the Company to own beneficially more than 5% of the outstanding
Common Stock; (ii) each director of the Company; (iii) each executive officer of
the Company named in the Executive Compensation Table (see "Executive
Compensation"); and (iv) all current directors and executive officers of the
Company as a group. Except as otherwise noted, each named beneficial owner has
sole voting and investment power with respect to the shares owned.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner (1) Beneficial Ownership (2) of Class
------------------------- --------------------------- -----------
<S> <C> <C>
Robert H. McLean 688,601 (3) 15.72% (4)
Walter D. Rogers, Jr. 160,180 3.93%
H. T. Hunnewell 143,151 3.51%
Robert Korman 84,530 (5) 2.06% (6)
Bruno V. D'Agostino 65,000 1.59%
Hampton Hodges 58,000 1.42%
Frank J. Milan 48,000 (7) 1.17% (8)
Russell J. Sarno 32,614 0.80%
Terry Kearney 32,000 (9) 0.78% (10)
John M. Edgar 25,040 0.61%
All current Directors and 1,337,116 (11) 30.14% (12)
Officers as a group (10 in
Number)
_______________________
</TABLE>
(1) Unless otherwise indicated, the address of the security holders named
above is: 226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107-1220.
(2) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such shares, or
(ii) the investment power with respect thereto, including the power to
dispose or direct the disposition of such shares. In addition, a person is
deemed to beneficially own any shares as to which such person has the
right to acquire beneficial ownership within 60 days. The number of shares
shown represents sole voting and investment power except as otherwise
indicated in the footnotes below.
(3) This figure includes 4,831 shares owned by the Company's Employee Stock
Ownership Plan which are voted by Mr. McLean pursuant to such plan and
300,000 shares of Common Stock issuable to Mr.McLean pursuant to non-
qualified stock options which are currently exercisable. This figure also
includes 20,000 shares owned by a limited partnership of which Mr. McLean
is a limited partner and an officer of the general partner but does not
have an ownership interest in the general partner, 15,000 shares held in a
trust of which Mr. McLean is the trustee and 1,100 shares owned by Mr.
McLean's spouse. Mr. McLean disclaims beneficial ownership of these 36,100
shares.
15
<PAGE>
(4) This percentage is calculated including the 300,000 shares covered by
stock options owned by Mr. McLean.
(5) This figure includes 2,354 shares which are owned by the Employee Stock
Ownership Plan and are voted by Mr. Korman pursuant to the plan and
includes 25,000 shares issuable to Mr. Korman pursuant to employee
incentive stock options which are currently exercisable.
(6) This percentage is calculated including the 25,000 shares covered by the
stock options owned by Mr. Korman.
(7) This figure includes 18,000 shares of Common Stock issuable to Mr. Milan
pursuant to employee incentive stock options which are currently
exercisable.
(8) This percentage is calculated including the 18,000 shares covered by the
stock options owned by Mr. Milan.
(9) This figure includes 12,000 shares of Common Stock issuable to Mr. Kearney
pursuant to employee incentive stock options which are currently
exercisable.
(10) This percentage is calculated including the 12,000 shares covered by the
stock options owned by Mr. Kearney.
(11) This figure includes the 355,000 shares of the Common Stock issuable
pursuant to the stock options described in notes (3), (5), (7), and (9)
hereinabove.
(12) This percentage is calculated including the 355,000 shares of the Common
Stock issuable pursuant to the stock options described in notes (3), (5),
(7), and (9) hereinabove, and all percentages are rounded to the nearest
one-hundredth of a percent.
No written or oral agreement or other arrangement exists between any of the
above-named individuals or companies and the Company regarding the manner in
which the shares of Common Stock owned by each will be voted on any issue or
policy affecting the Company.
16
<PAGE>
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board has selected PricewaterhouseCoopers LLP ("PricewaterhouseCoopers")
as independent accountants to audit the books, records and accounts of the
Company for fiscal year 1999. PricewaterhouseCoopers has served as the
Company's independent accountants since the inception of the Company, and is
therefore familiar with the affairs and financial procedures of the Company. To
the knowledge of management of the Company, neither such firm nor any of its
members has any direct or material indirect financial interest in the Company,
nor any connection with the Company in any capacity other than as independent
accountants.
Audit and audit related services were performed by PricewaterhouseCoopers
during the fiscal year ended September 30, 1998 and included the audit of the
annual financial statements included in the Company's 1998 Annual Report on Form
10-K.
A representative of PricewaterhouseCoopers is expected to be present at the
Annual Meeting to answer questions and will be afforded an opportunity to make
any statement he wishes to make regarding the financial statements of the
Company.
INFORMATION CONCERNING 2000 ANNUAL MEETING
Under the Company's Bylaws and applicable regulations, if a stockholder
intends to submit a nomination for Director or propose any other item of
business at the 2000 Annual Meeting of Stockholders, notice of such stockholder
notice must be received by the Company at its executive offices by September 15,
1999, or if the 2000 Annual Meeting date is changed by more than 30 days from
February 11, 2000, then a reasonable time before proxy materials are prepared
and distributed to stockholders. Such notice must provide certain information
with respect to the nominee or the proposed item of business to be considered,
and information as to the name and address of the stockholder making such
proposal and the number of shares held by such stockholder. Additional
information about stockholder proposals may be obtained from the Company.
OTHER BUSINESS
The Board knows of no other business to be acted upon at the Annual Meeting.
However, if any other business comes before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote on such matters in
accordance with their best judgment.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED
STATES. A PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AS IT WILL SAVE THE
EXPENSE OF FURTHER MAILING.
By Order of the Board of Directors,
/s/ Robert Korman
--------------------------
Robert Korman
Secretary
Fort Worth, Texas
Dated January 13, 1999
17
<PAGE>
P R O X Y
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
BFX HOSPITALITY GROUP, INC. HELD FEBRUARY 11, 1999
The undersigned hereby (a) acknowledges receipt of the Notice of Annual Meeting
of Stockholders of BFX Hospitality Group, Inc. (the "Company") to be held on
February 11, 1999 and of the Proxy Statement for Annual Meeting of Stockholders
in connection therewith, each dated January 13, 1999, (b) appoints Robert H.
McLean, Robert Korman and Anthony Haas as Proxies, or any of them, each with
the power to appoint a substitute, (c) authorizes the Proxies to represent and
vote as designated below, all the shares of Common Stock of the Company held of
record by the undersigned on December 31, 1998, at such annual meeting and at
any adjournment(s) thereof and (d) revokes any proxies heretofore given.
1. For the Election of Directors (Proposed by the Company);
[_] FOR all nominees listed below (except as marked to the contrary below).
[_] WITHHOLD AUTHORITY for all nominees listed below.
H.T. Hunnewell and Russell J. Sarno
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NOMINEE'S NAME ON THE SPACE BELOW.)
-----------------------------------------------------------------------------
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)
thereof.
PROXY SOLICITATED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON, DATE AND MAIL IN ENCLOSED
ENVELOPE.
P R O X Y
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE
BFX HOSPITALITY GROUP, INC. HELD FEBRUARY 11, 1999
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE
NOMINEES LISTED ON THIS PROXY AND IN THE DISCRETION OF THE PROXIES ON ANY OTHER
BUSINESS.
DATED: ______________________, 1999
___________________________________
___________________________________
Please sign your name above
exactly as it appears on your
stock certificate, date and return
promptly. When signing on behalf
of a corporation, partnership,
estate, trust, or in any
representative capacity, please
sign name and title. For joint
accounts, each joint owner must
sign.
