<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>
Ryan's Family Steak Houses, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Janet J. Gleitz
- --------------------------------------------------------------------------------
(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
RYAN'S FAMILY STEAK HOUSES, INC.
405 LANCASTER AVENUE (29650)
POST OFFICE BOX 100 (29652)
GREER, SOUTH CAROLINA
March 28, 2000
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Ryan's Family Steak Houses, Inc. to be held on Thursday, April 27, 2000, at
11:00 a.m. at the Greenville/Spartanburg Airport Marriott in Greenville, South
Carolina.
The official Notice of Annual Meeting, Proxy Statement and Proxy Card are
enclosed with this letter. The Notice of the Annual Meeting and Proxy Statement
describe the formal business to be transacted at the Annual Meeting.
THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT. TO ENSURE PROPER REPRESENTATION
OF YOUR SHARES AT THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
CARD AND RETURN IT AS SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN TO ATTEND THE
ANNUAL MEETING. This will not prevent you from voting in person but will ensure
that your vote will be counted if you are unable to attend.
Sincerely,
/s/ JANET J. GLEITZ
Janet J. Gleitz
Secretary
<PAGE> 3
RYAN'S FAMILY STEAK HOUSES, INC.
405 LANCASTER AVENUE (29650)
POST OFFICE BOX 100 (29652)
GREER, SOUTH CAROLINA
---------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 2000
---------------------------------------------------------
To Our Shareholders:
Ryan's Family Steak Houses, Inc. (the "Company") will hold its Annual
Meeting of Shareholders at the Greenville/Spartanburg Airport Marriott,
Greenville, South Carolina, on Thursday, April 27, 2000, at 11:00 a.m. for the
following purposes:
(1) To elect seven (7) directors to hold office until the next annual
meeting of shareholders or until their successors have been duly elected
and qualified;
(2) To consider and vote on a proposal to ratify the appointment of
KPMG LLP as independent auditors for the Company for the current fiscal
year; and
(3) To transact such other business as may properly come before the
meeting or any adjournment of the meeting.
If you were a shareholder of record at the close of business on March 1,
2000, you may vote at the Annual Meeting.
By Order of the Board of Directors,
/s/ JANET J. GLEITZ
Janet J. Gleitz
Secretary
March 28, 2000
Greer, South Carolina
A PROXY CARD IS ENCLOSED. TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE
ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT AS SOON AS POSSIBLE IN THE ENCLOSED, POSTAGE-PAID, ADDRESSED ENVELOPE.
NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. IF YOU RETURN
YOUR SIGNED PROXY CARD, YOU RETAIN YOUR RIGHT TO VOTE IF YOU ATTEND THE MEETING.
<PAGE> 4
RYAN'S FAMILY STEAK HOUSES, INC.
405 LANCASTER AVENUE (29650)
POST OFFICE BOX 100 (29652)
GREER, SOUTH CAROLINA
(864) 879-1000
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The Board of Directors (the "Board") of Ryan's Family Steak Houses, Inc.
(the "Company") is furnishing this Proxy Statement in connection with the
solicitation of proxies to be voted at the Annual Meeting of Shareholders of the
Company (the "Annual Meeting") to be held at 11:00 a.m. on Thursday, April 27,
2000, at the Greenville/Spartanburg Airport Marriott, Greenville, South
Carolina. The approximate mailing date of this Proxy Statement is March 29,
2000.
Shareholders of record at the close of business on March 1, 2000, are
entitled to notice of and to vote at the Annual Meeting. As of such date,
35,743,100 shares of common stock, $1 par value, of the Company ("Common Stock")
were outstanding. Holders of Common Stock are entitled to one vote for each
share held of record on March 1, 2000, upon all matters presented at the Annual
Meeting.
A shareholder giving a proxy may revoke it at any time before it is
exercised by:
- submitting a written notice of revocation (dated later than the Proxy
Card) to the Secretary at or before the Annual Meeting;
- submitting another proxy that is properly signed and later dated; or
- voting in person at the meeting (although attendance at the Annual
Meeting will not in and of itself revoke a proxy).
Any instrument revoking a proxy should be delivered to the Secretary of the
Company at the Annual Meeting or delivered prior to the Annual Meeting to Ryan's
Family Steak Houses, Inc., 405 Lancaster Avenue, Greer, South Carolina 29650, or
P.O. Box 100, Greer, South Carolina 29652, Attention: Janet J. Gleitz.
Unless you revoke your proxy by following the above instructions, your
proxy will be voted as you specify. Unless you specify otherwise, all shares
represented by a proxy that is received by the Company's transfer agent will be
voted FOR the proposal to elect as directors of the Company the nominees named
in this Proxy Statement, FOR the proposal to ratify the appointment of KPMG LLP
as independent auditors for the Company for the current fiscal year, and in the
best judgment of the proxy holders on any other matter that may properly come
before the Annual Meeting and any and all adjournments and on matters incident
to the conduct of the meeting. An automated system administered by the Company's
transfer agent tabulates the votes. Abstentions and broker non-votes are each
included in determining the number of shares present and able to vote. Each is
tabulated separately. In connection with the election of directors and the
proposal to ratify the appointment of KPMG LLP as independent auditors,
abstentions and broker non-votes are not counted.
The Company's bylaws require the presence, either in person or by proxy, of
the holders of a majority of the outstanding shares of Common Stock at March 1,
2000, to constitute a quorum at the Annual Meeting. Directors will be elected by
a plurality of votes cast at the Annual Meeting. Shareholders do not have a
right to cumulate their votes for directors. Ratification of the appointment of
KPMG LLP as independent auditors will require that of the shares present at the
Annual Meeting in person or by proxy, there be more positive votes than negative
votes.
1
<PAGE> 5
ELECTION OF DIRECTORS
(ITEM #1 ON THE PROXY)
The following seven persons are nominees for election at the Annual Meeting
as directors to serve until the next annual meeting of the Company or until
their successors are duly elected and qualified: Charles D. Way, G. Edwin
McCranie, Barry L. Edwards, James M. Shoemaker, Jr., Harold K. Roberts, Jr.,
James D. Cockman, and Brian S. MacKenzie. Unless you withhold authority to vote
for the Board's nominees in the election of directors, the persons named in the
enclosed Proxy Card intend to nominate and vote for such nominees.
Management believes that all of the nominees will be available and able to
serve as directors, but if any nominee is not available or able to serve, the
Common Stock represented by the proxies will be voted for such substitute as the
Board of Directors may designate.
The following table sets forth the name, age, principal occupation, years
of service as a director, and Common Stock beneficially owned as of March 1,
2000, of or by each nominee for director.
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE OUTSTANDING
NUMBER OF REPRESENTED BY
SHARES AGGREGATE
BENEFICIALLY NUMBER
OWNED AS OF OF SHARES
DIRECTOR MARCH 1, BENEFICIALLY
NAME AGE PRINCIPAL OCCUPATION SINCE 2000(5) OWNED(6)
---- --- -------------------- -------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Charles D. Way(1)(2)............. 47 Chairman of the Board, President 1981 402,470(7) 1.1%
and Chief Executive Officer of
the Company
G. Edwin McCranie(2)............. 51 Executive Vice President of the 1991 179,379 0.5%
Company
Barry L. Edwards(3)(4)........... 52 Executive Vice President and 1982 65,731 0.2%
Chief Financial Officer, AMRESCO,
Inc.
James M. Shoemaker, Jr.(2)(4).... 67 Member, Wyche, Burgess, Freeman & 1982 75,735(8) 0.2%
Parham, P.A.
Harold K. Roberts, Jr.(1)(3)(4).. 49 President and Chief Executive 1988 48,000 0.1%
Officer, Statewide Title, Inc.
James D. Cockman(1)(2)........... 67 Investor 1993 37,000 0.1%
Brian S. MacKenzie(2)(3)......... 48 Chief Operating Officer, Samling 1993 39,000(9) 0.1%
Strategic Corporation SDN BHD
</TABLE>
- ---------------
(1) Member of the Nominating Committee. The Nominating Committee met once during
fiscal 1999 to recommend members of the Board. The Company's Nominating
Committee will consider nominees to the Board recommended by shareholders of
the Company for the 2001 Annual Meeting of Shareholders. See "Proposals of
Shareholders".
(2) Member of the Long Range Planning Committee. The Committee met once during
fiscal 1999 to provide long-term direction for the Company.
(3) Member of the Compensation and Stock Option Committee. The Committee met
three times during fiscal 1999 to review and submit to the Board
recommendations respecting the salary, bonus and option grants under the
Company's 1998 Stock Option Plan to the Company's executive officers and key
employees.
(4) Member of the Audit Committee. The Audit Committee met with representatives
of the Company's independent auditors twice during fiscal 1999 to review the
scope and results of such firm's audit.
(5) Includes 300,000 shares for Mr. Way, 153,000 shares for Mr. McCranie, 45,000
shares for Mr. Edwards, 50,000 shares for Mr. Shoemaker, 45,000 shares for
Mr. Roberts, 35,000 shares for Mr. Cockman and 35,000 shares for Mr.
MacKenzie that may be acquired within 60 days of March 1, 2000, through the
exercise of stock options.
(6) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), the Company has computed percentages of total
outstanding shares assuming that shares that can be
2
<PAGE> 6
acquired within 60 days of March 1, 2000, upon the exercise of options by a
given person are outstanding, but no other such shares similarly subject to
acquisition by other persons are outstanding.
(7) The figure shown includes 10,380 shares owned by Mr. Way's wife. Mr. Way may
be deemed to share voting and investment power with respect to such shares.
(8) The figure shown includes 2,000 shares owned by Mr. Shoemaker's wife. Mr.
Shoemaker may be deemed to share voting and investment power with respect to
such shares.
(9) The figure shown includes 500 shares held in trust for the benefit of Mr.
MacKenzie's minor child.
The Board met four times during fiscal 1999. All directors attended
personally or by telephone all meetings of the Board and committees on which
they served.
BUSINESS EXPERIENCE OF NOMINEES FOR DIRECTOR
Charles D. Way became the Chairman of the Board of the Company in October
1992. Mr. Way assumed the position of President and Chief Executive Officer of
the Company in October 1989. From June 1988 to October 1989, he served as
President. From May 1986 to June 1988, he served as Executive Vice President,
Treasurer and Secretary. From January 1981 through April 1986, he served as Vice
President-Finance, Treasurer and Secretary. Mr. Way joined the Company in June
1979 as Controller. Mr. Way is also a director of World Acceptance Corporation.
G. Edwin McCranie was promoted to Executive Vice President of the Company
in January 1995. From November 1991 to December 1994, he served as Executive
Vice President-Purchasing. From January 1989 to October 1991, he served as Vice
President-Purchasing. Mr. McCranie joined the Company in 1986 and served as
Director of Purchasing until 1989.
Barry L. Edwards has served as Executive Vice President, Treasurer and
Chief Financial Officer of AMRESCO, Inc., an asset management company, since
November 1994. He served as Vice President and Treasurer of The Liberty
Corporation, engaged primarily in the life insurance business, from 1979 to
November 1994.
James M. Shoemaker, Jr. has been an attorney with Wyche, Burgess, Freeman &
Parham, P.A., the law firm that is general counsel to the Company, since 1965.
Mr. Shoemaker also is a director of Palmetto Bancshares, Inc., One Price
Clothing Stores, Inc., and Span-America Medical Systems, Inc.
Harold K. Roberts, Jr. has served as President and Chief Executive Officer
of Statewide Title, Inc., a real estate title insurance agency, since 1989. Mr.
Roberts was a partner in the firm of Roberts and Morgan, certified public
accountants, from October 1989 until December 1996.
James D. Cockman is a private investor. From 1989 until 1992, he served as
Chairman of the Sara Lee Food Service Division of Sara Lee Corp., which engages
in the business of processing and distributing food products. In addition, Mr.
Cockman was Chief Executive Officer of several Sara Lee operating companies for
17 years prior to 1989. Mr. Cockman also serves as a director of California
Culinary Academy, Inc. and as a director and a shareholder of Phillips & Goot,
Inc. (d/b/a Brains on Fire), a brand development and growth strategy firm.
Brian S. MacKenzie has served as Chief Operating Officer of Samling
Strategic Corporation SDN BHD, a forest products manufacturing company, since
October 1999. He served as Chief Operating Officer of New Hope Communications,
Inc., a publishing company, from December 1998 to October 1999. He served as
President and Chief Executive Officer of Builder Marts of America, Inc. ("BMA")
from October 1993 to August 1998. From May 1991 to October 1993, he served as
BMA's President and Chief Operating Officer after serving as President of its
Building Materials Retail Division from July 1990 to May 1991. BMA is a
wholesale distributor of building materials and supplies.
COMPENSATION OF DIRECTORS
During 1999, the Company paid to directors who were not officers of the
Company an annual retainer of $20,000, plus $1,000 for each Board meeting
attended and $500 for each committee meeting attended.
3
<PAGE> 7
Pursuant to this arrangement, directors were paid as follows during fiscal 1999:
Mr. Cockman, $25,000; Mr. Edwards, $26,500; Mr. MacKenzie, $26,000; Mr. Roberts,
$27,000; and Mr. Shoemaker, $25,500. Directors who are also officers received no
payments for attending Board or committee meetings.
In addition, the Company grants to directors who are not officers of the
Company options for 5,000 shares each of Common Stock in January of each year.
Pursuant to this arrangement, on each of January 29, 1999 and January 31, 2000,
the Company granted options for 5,000 shares of Common Stock to each of Messrs.
Edwards, Shoemaker, Roberts, Cockman and MacKenzie. The options granted on
January 29, 1999 had an exercise price of $13.81 per share (the per share market
value on the date of grant), were immediately exercisable and expire on January
29, 2009. The options granted on January 31, 2000, had an exercise price of
$8.94 per share (the per share market value on the date of grant), were
immediately exercisable and expire on January 31, 2010.
VOTE REQUIRED TO ELECT DIRECTORS
Directors will be elected by a plurality of votes cast at the Annual
Meeting. Shareholders do not have a right to cumulate their votes for directors.
Abstentions and broker non-votes are not counted in determining the votes cast
for directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH
NOMINEE LISTED HEREIN.
COMPENSATION COMMITTEE INTERLOCKS, INSIDER PARTICIPATION
AND RELATED PARTY TRANSACTIONS
During fiscal 1999, Messrs. Edwards, MacKenzie and Roberts, each a
non-employee director, served on the Compensation and Stock Option Committee of
the Board.
The Company uses the firm of Phillips & Goot, Inc., a South Carolina
corporation that does business as Brains on Fire, for certain creative and
production services related to the Company's advertising and merchandising
programs. The Company began to use Brains on Fire in 1997, paying approximately
$218,500 during 1999 for their services. The Company estimates that Brains on
Fire billings during 2000 will be approximately $10,000. Mr. Cockman is a
director of Brains on Fire and owns approximately 33% of its common stock.
4
<PAGE> 8
CERTAIN BENEFICIAL OWNERS OF COMMON STOCK
To the extent known to the Company, the only persons or groups that
beneficially owned 5% or more of the outstanding shares of the Common Stock of
the Company as of March 1, 2000 are shown in the following table:
<TABLE>
<CAPTION>
AMOUNT OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------ -------------------- ----------
<S> <C> <C>
Trimark Financial Corporation(1).......................... 4,737,300(1) 13.3%
One First Canadian Place
Suite 5600
Toronto, Ontario
Canada M5X 1E5
Mellon Bank Corporation(2)................................ 2,076,396(2) 5.8%
One Mellon Bank Center
Pittsburgh, PA 15258
Dimensional Fund Advisors, Inc.(3)........................ 2,069,800(3) 5.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Private Capital Management, Inc.(4)....................... 2,007,882(4) 5.6%
3003 Tamiami Trail North
Naples, FL 34103
</TABLE>
- ---------------
(1) The information with respect to the beneficial ownership of Trimark
Financial Corporation ("TFC") is based on information provided by it on
February 1, 2000. TFC reported that certain Trimark mutual funds (the
"Funds") are record owners of a portion of the 4,737,300 shares of Common
Stock shown in the table. Trimark Investment Management Inc. ("TIMI") is the
manager of the assets of the Funds and trustee of the Funds and, as such,
has sole voting power and sole dispositive power with respect to these
shares of Common Stock. TFC owns 100% of the voting equity securities of
TIMI, and consequently may be deemed to be the beneficial owner of these
shares of Common Stock.
(2) The information with respect to the beneficial ownership of Mellon Bank
Corporation ("Mellon") is based on information provided by it on January 27,
2000. All of the shares shown are beneficially owned by Mellon or direct or
indirect subsidiaries of Mellon in their various fiduciary capacities. Of
the total amount of shares shown as beneficially owned by Mellon, it or its
subsidiaries has sole voting power as to 1,965,481 shares, shared voting
power as to 49,347 shares, sole dispositive power as to 2,017,613 shares and
shared dispositive power as to 58,783 shares of the Company's Common Stock.
(3) The information with respect to the beneficial ownership of Dimensional Fund
Advisors Inc. ("Dimensional") is based on information provided by it on
February 4, 2000. Dimensional reported that it serves as investment adviser
or manager to certain investment companies, trusts and accounts (the
"Funds") and as such has sole voting and sole dispositive power with respect
to all of the shares of Common Stock shown in the table. All shares of
Common Stock shown in the table above are owned by the Funds, no one of
which to the knowledge of Dimensional owns more than 5% of the class.
Dimensional disclaims beneficial ownership of all these shares.
(4) The information with respect to the beneficial ownership of Private Capital
Management, Inc. ("PCMI") is based on information provided by it on February
15, 2000. PCMI reported that it has shared dispositive power as to 2,002,882
shares of the Company's Common Stock. Bruce S. Sherman, Chairman of PCMI,
has sole dispositive power as to 5,000 shares of Common Stock and shared
dispositive power as to 2,002,882 shares of Common Stock held by PCMI on
behalf of its clients.
5
<PAGE> 9
EXECUTIVE OFFICERS
The following table sets forth the name, age, position with the Company,
years of service as an officer of the Company and Common Stock beneficially
owned as of March 1, 2000, by each executive officer of the Company and all
executive officers and directors as a group. The Company's executive officers
are appointed by and serve at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
PERCENT OF
AGGREGATE NUMBER OUTSTANDING
OF SHARES REPRESENTED BY
COMPANY BENEFICIALLY AGGREGATE NUMBER OF
COMPANY OFFICES OFFICER OWNED AS OF SHARES BENEFICIALLY
NAME AGE CURRENTLY HELD SINCE MARCH 1, 2000(1) OWNED(2)
---- --- ----------------------- ------- ---------------- -------------------
<S> <C> <C> <C> <C> <C>
Charles D. Way......... 47 Chairman of the Board, 1981 402,470(3) 1.1%
President and Chief
Executive Officer
G. Edwin McCranie...... 51 Executive Vice 1989 179,379 0.5%
President
and Director
Janet J. Gleitz........ 57 Secretary 1988 31,100(4) 0.1%
Morgan A. Graham....... 63 Vice President -- 1991 110,585 0.3%
Construction
Fred T. Grant, Jr. .... 44 Vice President -- 1990 108,865 0.3%
Finance, Treasurer
and
Assistant Secretary
James R. Hart.......... 52 Vice President -- 1988 104,101 0.3%
Human Resources
John C. Jamison........ 41 Vice President -- 1988 112,500 0.3%
Real Estate
Alan E. Shaw........... 41 Vice President -- 1990 124,667 0.3%
Operations
Ilene T. Turbow........ 49 Vice President -- 1995 40,640 0.1%
Marketing
All executive officers
and directors as a
group (14 persons)... 1,479,773 4.0%
</TABLE>
- ---------------
(1) Includes 300,000 shares for Mr. Way, 153,000 shares for Mr. McCranie, 28,000
shares for Ms. Gleitz, 105,000 shares for Mr. Graham, 102,200 shares for Mr.
Grant, 98,824 shares for Mr. Hart, 107,000 shares for Mr. Jamison, 119,500
shares for Mr. Shaw, 36,640 shares for Ms. Turbow, and 1,260,164 shares for
all executive officers and directors as a group that may be acquired within
60 days of March 1, 2000, through the exercise of stock options.
(2) Pursuant to Rule 13d-3 under the Exchange Act, the Company has computed
percentages of total outstanding shares assuming that shares that can be
acquired within 60 days of March 1, 2000, upon the exercise of options by a
given person or group are outstanding, but no other such shares similarly
subject to acquisition by other persons are outstanding.
(3) The figure shown includes 10,380 shares owned by Mr. Way's wife. Mr. Way may
be deemed to share voting and investment power with respect to such shares.
(4) The figure shown includes 2,000 shares held by the pension plan of Acro
International Inc., a company owned by Ms. Gleitz's husband.
In 1996, the Company implemented a policy to encourage executive officers
to own more of the Company's Common Stock, which would more closely align the
personal financial interests of executive officers with shareholders' interests.
The policy provides that over 13 years, the value of an executive officer's
6
<PAGE> 10
Common Stock ownership should increase so that by the end of 2008 the value of
such stock holdings equals 100% of the individual's base salary. If an executive
officer does not meet a year's target ownership value, up to one-half of any
bonus payable to that officer for that year will be paid in the Company's Common
Stock.
BACKGROUND OF EXECUTIVE OFFICERS
Below is a summary of the backgrounds of the Company's executive officers
who are not also directors of the Company.
Janet J. Gleitz joined the Company in 1981 and served as Corporate
Relations Administrator until June 1988, when she became Secretary.
Morgan A. Graham has been Vice President -- Construction since November
1991. After joining the Company in July 1987 as a Construction Superintendent,
he served in several construction-related positions, including Project Manager,
Architectural Coordinator, Procurement Manager and Director of Construction,
until assuming his present position.
Fred T. Grant, Jr., a certified public accountant, joined the Company in
January 1990 as Director of Finance. He served in that position until April
1990, when he became Vice President -- Finance. In January 1994, Mr. Grant was
named Vice President -- Finance, Treasurer and Assistant Secretary.
James R. Hart joined the Company in 1979 and served as a store manager
until September 1983. From that time, he served as Director of Human Resources
until April 1988, when he became Vice President -- Human Resources.
John C. Jamison joined the Company in 1980 and served as a manager trainee
and store manager until February 1983. Since that time, he served as Assistant
Director of Development and Director of Development until January 1988, when he
became Vice President -- Development. In May 1991, he was named Vice
President -- Real Estate.
Alan E. Shaw joined the Company in 1979 and served as a store manager until
being promoted to Supervisor in 1982, in which position he served until 1984.
From 1984 through 1989, he served as Assistant Director of Operations and
Regional Director of Operations prior to his promotion to Regional Vice
President -- Operations in January 1990. In November 1991, Mr. Shaw became Vice
President -- Operations.
Ilene T. Turbow joined the Company in April 1993 as Director of Marketing.
She served in that position until August 1995, when she became Vice
President -- Marketing. Prior to joining the Company, Ms. Turbow was General
Manager with Kaminsky's from 1992 to 1993, where she was responsible for store
operations of a prototype restaurant concept. From 1985 to 1992, she was Vice
President with Dawson Foodservice, Inc., a foodservice marketing firm.
7
<PAGE> 11
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows for the fiscal years 1999, 1998 and 1997 the cash
compensation paid by the Company and its subsidiaries, as well as certain other
compensation paid or accrued for those years, to the chief executive officer and
the four other executive officers with the highest total salaries and bonuses in
1999 (collectively the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
----------------------
AWARDS
ANNUAL COMPENSATION ----------------------
NAME AND FISCAL ------------------------- SECURITIES ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) UNDERLYING OPTIONS (#) COMPENSATION ($)(2)
- ------------------ ----------- ---------- ------------ ---------------------- -------------------
<S> <C> <C> <C> <C> <C>
Charles D. Way........... 1999 350,133 308,000 40,000 38,252
Chairman of the Board, 1998 310,009 285,480 80,000 33,107
President and Chief 1997 265,071 159,000 0 35,664
Executive Officer
G. Edwin McCranie........ 1999 194,549 154,133 25,000 31,034
Executive Vice
President 1998 170,789 137,183 50,000 30,057
1997 147,019 86,214 6,000 33,572
Fred T. Grant, Jr........ 1999 172,324 136,654 20,000 28,912
Vice President -- 1998 158,837 127,764 40,000 27,256
Finance, Treasurer and 1997 139,395 81,830 6,000 29,389
Assistant Secretary
John C. Jamison.......... 1999 140,287 95,340 15,000 24,731
Vice President -- 1998 132,562 91,260 30,000 23,157
Real Estate 1997 122,589 61,373 0 24,927
Alan E. Shaw............. 1999 193,225 153,000 22,500 33,116
Vice President -- 1998 177,630 137,000 45,000 28,932
Operations 1997 143,770 69,000 6,000 30,894
</TABLE>
- ---------------
(1) All bonus amounts, except for those earned by Mr. Shaw, were earned during
the indicated fiscal year and paid during the subsequent year. Mr. Shaw's
bonuses are paid quarterly.
(2) "All Other Compensation" for 1999 includes the following: (i) Company
contributions of $2,753 to the Company's 401(k) Plan (the "Plan") on behalf
of each of Messrs. Way, McCranie, Grant, Jamison and Shaw to match a portion
of the 1999 pre-tax elective deferral contributions (included under Salary
and Bonus) made by each to such Plan; (ii) imputed premium amounts, based on
a combination of actual and actuarially determined values, of $4,400 on
behalf of each of Messrs. Way, McCranie, Grant, Jamison and Shaw for a
policy of health insurance providing a level of coverage not otherwise
available under the Company's standard health plan; (iii) premium payments
of $150 on behalf of each of Messrs. Way, McCranie, Grant, Jamison and Shaw
and for an additional $100,000 in life insurance above the coverage
available to salaried employees generally; (iv) a premium payment of $2,428
for disability insurance coverage for Mr. Way; and (v) the Company's
estimate of the imputed benefit to Messrs. Way, McCranie, Grant, Jamison and
Shaw of $22,951, $21,609, $19,840, $15,991 and $21,609, respectively, of
split-dollar life insurance coverage (including the value of the term
insurance portion) purchased by the Company on each officer's life in the
policy amounts of $1,005,000, $1,101,000, $840,000, $675,000 and $910,000,
respectively. Under the Company's insurance plan, the Company pays premiums
on such a policy on the life of a participating executive officer for a
period of ten years. The Company must be repaid the aggregate amount of the
premiums, without interest, at the earlier of the executive's death or
8
<PAGE> 12
termination of his employment. In addition, "All Other Compensation" for
1999 includes Company contributions to the Company's deferred compensation
plan, amounting to $5,250, $1,880, $1,641, $1,357 and $4,090 for Messrs.
Way, McCranie, Grant, Jamison and Shaw, respectively. The deferred
compensation plan is a nonqualified plan that commenced in 1999 and provides
benefits payable to officers and certain key executives or their designated
beneficiaries at specified future dates or upon the termination of
employment or death. Participants in the plan have the opportunity to (a)
defer up to 100% of their compensation in excess of the Social Security wage
base and (b) receive a matching contribution comparable to the Company's
401(k) Plan without the restrictions and limitations in the Internal Revenue
Code of 1986, as amended. Participant deferrals and the Company's match are
deposited each month in participant-owned insurance contracts that give each
participant the opportunity to select various investment options. The return
on these underlying investments determines the amount of earnings credit.
Participants' contributions vest immediately, and the Company's matching
contributions vest after six years of employment, including prior service.
Finally, "All Other Compensation" for 1999 includes the cost of equivalent
term insurance, amounting to $320, $242, $128, $80 and $114 for Messrs. Way,
McCranie, Grant, Jamison and Shaw, respectively, related to a life insurance
plan that provides for a death benefit equal to two times the sum of the
participant's annual base salary at the time of death plus the last paid
annual bonus.
SUMMARY OF OPTION GRANTS, OPTION EXERCISES AND HOLDINGS
The following table illustrates the value of the stock options granted to
the Named Executive Officers during fiscal 1999:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------- MARKET PRICE
% OF TOTAL REQUIRED TO
NUMBER OF OPTIONS REALIZE
SECURITIES GRANTED TO GRANT DATE
UNDERLYING EMPLOYEES EXERCISE GRANT DATE PRESENT
OPTIONS IN 1999 PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE VALUE($)(1) ($/SH)(2)
- ---- ----------- ----------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Charles D. Way................ 40,000(3) 5.1% 10.125 10/27/2009 182,800 14.70
G. Edwin McCranie............. 25,000(3) 3.2% 10.125 10/27/2009 114,250 14.70
Fred T. Grant, Jr............. 20,000(3) 2.6% 10.125 10/27/2009 91,400 14.70
John C. Jamison............... 15,000(3) 1.9% 10.125 10/27/2009 68,550 14.70
Alan E. Shaw.................. 22,500(3) 2.9% 10.125 10/27/2009 102,825 14.70
</TABLE>
- ---------------
(1) In accordance with Securities and Exchange Commission ("SEC") rules, the
Company calculated the dollar amounts under this column using the
Black-Scholes based option valuation model. The Company's use of this model
should not be construed as an endorsement of its accuracy at valuing
options. All stock option models require a prediction about the future
movement of stock price. The valuation assumes an expected volatility of
0.28, a 0% dividend yield, a 7-year holding term prior to exercise, and a
risk-free rate of return of 6.43%, reflecting the yield on a zero coupon
U.S. Treasury security for the holding term prior to exercise of the option.
The Company made no adjustment for non-transferability or risk of
forfeiture. The actual value of the options, if any, will depend on the
extent to which the market value of the Common Stock exceeds the exercise
price of the option on the date of exercise.
(2) In order to obtain the Grant Date Present Value shown, the market price of
the Common Stock would need to be $14.70 in present value terms.
(3) Except for options representing 9,800 shares, these options became
exercisable in full on October 27, 1999. The options representing 9,800
shares became exercisable in full on January 3, 2000. In addition, the stock
option plan and/or stock option agreements set forth certain earlier
expiration dates.
9
<PAGE> 13
The following table shows option exercises, the unexercised options held as
of the end of fiscal 1999 and the value of such options for each Named Executive
Officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY
SHARES AT 1999 FISCAL OPTIONS AT 1999
ACQUIRED YEAR-END (#) FISCAL YEAR-END(2)($)
ON VALUE -------------------- ---------------------
EXERCISE REALIZED(1) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ---- -------- ----------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Charles D. Way.......................... 30,000 206,982 290,200/9,800 561,450/1,225
G. Edwin McCranie(3).................... 10,000 71,900 153,200/9,800 345,105/1,225
Fred T. Grant, Jr.(4)................... 300 1,911 95,900/9,800 145,852/1,225
John C. Jamison(5)...................... 12,500 49,188 97,700/9,800 196,538/1,225
Alan E. Shaw(6)......................... 2,000 9,380 110,700/9,800 177,933/1,225
</TABLE>
- ---------------
(1) The value realized of exercised options is the product of (a) the excess of
the per share fair market value of the Common Stock on the date of exercise
over the per share option exercise price, multiplied by (b) the number of
shares acquired upon exercise.
(2) The Company calculated the value of unexercised in-the-money options for
each officer as follows: (a) market price of the Common Stock as of December
29, 1999, times (b) the number of shares covered by such in-the-money
options held by such officer minus the product of the exercise price with
respect to such options and the number of shares covered by such options.
(3) Mr. McCranie exercised options covering 10,000 shares on January 19, 2000.
In accordance with SEC rules, this exercise will be reported in tabular
format in the Company's proxy statement for the 2001 annual meeting.
(4) Mr. Grant exercised options covering 3,500 shares on February 1, 2000. In
accordance with SEC rules, this exercise will be reported in tabular format
in the Company's proxy statement for the 2001 annual meeting.
(5) Mr. Jamison exercised options covering 500 shares on January 25, 2000. In
accordance with SEC rules, this exercise will be reported in tabular format
in the Company's proxy statement for the 2001 annual meeting.
(6) Mr. Shaw exercised options covering 1,000 shares on January 26, 2000. In
accordance with SEC rules, this exercise will be reported in tabular format
in the Company's proxy statement for the 2001 annual meeting.
DEFERRED COMPENSATION -- SALARY CONTINUATION AGREEMENT
The Company is party to a Deferred Compensation -- Salary Continuation
Agreement with Mr. Charles Way. The agreement provides for cash payments of
$60,000 per year for each of the 20 years following Mr. Way's retirement, death
or total disability, with retirement age set at 55. These benefits began vesting
10% per annum in 1987 and are now fully vested. The total deferred compensation
liability as of December 29, 1999 relating to this agreement was $294,691. An
aggregate of $47,159 of deferred compensation was accrued under this agreement
for the benefit of Mr. Way during fiscal 1999. The Company is the owner and
beneficiary of a life insurance policy on the life of Mr. Way. The Company
expects that the cost of benefits under this arrangement will be recovered
through a combination of general corporate funds and the cash surrender value of
the insurance policy.
10
<PAGE> 14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors,
executive officers, and greater-than-10% stockholders to file reports with the
SEC and the NASDAQ on changes in their beneficial ownership of the Company's
Common Stock and to provide the Company with copies of the reports. Based on the
Company's review of these reports and of certifications furnished to it, the
Company believes that all of these reporting persons complied with their filing
requirements for 1999.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation and Stock Option Committee (the "Committee") of the Board
of Directors periodically submits to the Board recommendations respecting the
salary, bonus and other compensation to be provided to the Company's executive
officers and grants options for shares of the Company's Common Stock to the
Company's executive officers and employees. The Committee provides the following
report.
EXECUTIVE OFFICER COMPENSATION
The Committee attempts to act on the shareholders' behalf in establishing
executive compensation programs, for the Company's shareholders ultimately bear
the cost of these programs. The Company adopts and administers its executive
compensation policies and specific executive compensation programs in accordance
with that objective. The Committee annually reviews the Company's corporate
performance and that of its executive officers to determine appropriate
compensation. The Committee seeks to achieve a balance between the Company's
need to attract and retain qualified and motivated executives, on the one hand,
and maximizing the Company's operating performance, on the other.
The Committee's executive compensation philosophy is to set compensation
levels in its discretion that provide for compensation opportunities that
reflect Company and individual performances. The Company's current executive
compensation structure consists of base salary, incentive cash bonuses and stock
options.
Over the years, the Committee has attempted to set executive officer cash
compensation amounts at levels somewhat lower than levels that the Committee
believes prevail within the restaurant industry, and has complemented these cash
amounts with significant stock option grants.
The Committee adjusted the salaries for all executive officers except Mr.
Way in 1999 based upon the recommendations of Mr. Way. Mr. Way considered
factors that were generally subjective, such as his perception of individual
performance and the level of individual responsibility. Mr. Way recommended
increases in the base salaries of executive officers ranging from 8% to 16%. The
Committee determined that these increases were appropriate to compensate
executive officers for the increased level of responsibility associated with the
increase in the Company's size.
The Committee generally grants stock options on an annual basis at an
exercise price equal to the stock market price at the time of grant. The grants
provide the Company's executive officers and key employees with an equity
ownership opportunity in the Company and with incentives to maximize shareholder
value. The Committee can grant stock options at its discretion and is not
required to award grants within any given 12-month period. In October 1999, the
Committee made an option grant to each executive officer shown in the table
titled "Option Grants in Last Fiscal Year." In determining the size of any stock
option grant, the Committee considers the following qualitative factors: the
Committee's perception of the Company's overall performance; the individual's
performance; the potential effect that the individual's future performance may
have on the Company; and the number of options previously granted to the
individual. The Committee gave each of these factors approximately equal weight.
During 1999, Alan Shaw, Vice President-Operations, was paid quarterly
bonuses based on four factors: same-store sales comparisons; net earnings per
share compared to the immediately preceding year; customer service as reported
through a "hidden shopper" program; and various other subjective considerations,
including management turnover, team work and creativity. The first two factors
were given a combined weight
11
<PAGE> 15
of approximately 80%. The Committee considered each of these factors and awarded
bonuses to Mr. Shaw as noted in the Summary Compensation Table.
During 1999, the Committee continued an Executive Bonus Plan to provide
additional incentives to its other executive officers. The bonus plan covers
eight of the Company's nine executive officers. Alan Shaw participates in the
plan described above. Pursuant to the plan, each year the Committee establishes
a percentage of each participating executive's annual base salary, ranging from
20%-40%, as a target bonus amount. The executive is eligible to receive this
bonus amount, or a portion or multiple thereof, if the executive meets or
exceeds objectives set by the Committee.
In the case of all executive officers other than Charles Way and Alan Shaw,
the receipt of the target bonus was based upon the achievement of Company
objectives related to increase in same-store sales, increase in net earnings per
share, and subjective departmental and personal objectives. The Committee
weighted each of these factors approximately equally in setting the target
bonus. The Company's performance during 1999 was substantially above targeted
levels in both of the Company-wide measures, which when combined with
performance of departmental and personal objectives, resulted in bonus payouts
that were substantially above targeted levels.
In the case of Mr. Way, the receipt of his entire target bonus was based
upon the achievement of Company objectives related to increase in same-store
sales and increase in net earnings per share. The Committee weighted each of
these factors approximately equally in setting the target bonus. The Company's
performance during 1999 was substantially above targeted levels in both
measures, resulting in a bonus payout that was substantially above the targeted
level. In early 2000, the Committee considered each of these objectives and
awarded bonuses as noted in the Summary Compensation Table in accordance with
the Bonus Plan.
The Omnibus Budget Reconciliation Act of 1993 denies publicly traded
companies the ability to deduct for federal income tax purposes certain
compensation paid (including income on exercised stock option grants) to top
executive officers in excess of $1 million per person. The Committee intends to
administer the Company's executive compensation programs in such a way that
anticipated compensation to executive officers will be fully deductible under
the Internal Revenue Code, including submitting plans for shareholder approval
where necessary and determining compensation on an objective basis where
necessary.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Way joined the Company in 1979, has served as its President and Chief
Executive Officer since 1989, and became Chairman of the Board in 1992. In
setting Mr. Way's compensation, the Committee tends to set a relatively low base
salary for an individual with Mr. Way's responsibilities and emphasize stock
option grants as a component of his overall compensation package. The Committee
believes that this approach to Mr. Way's compensation has resulted in an
appropriate alignment of his long-term rewards from the Company with the
interests of shareholders.
During 1999, the Committee adjusted Mr. Way's base salary upward by
approximately 15%. In making this adjustment, the Committee considered
subjective factors including the perception of the committee as to Mr. Way's
overall performance and objective factors such as the increase in the Company's
earnings per share, operating margins, and return on equity. Each of these
factors was given approximately equal weight. In addition, Mr. Way received a
bonus of $308,000 pursuant to the bonus plan described above because of the
Company's attainment of its same-store sales and net earnings per share
objectives.
In addition, in October 1999, the Committee granted Mr. Way options with
respect to 40,000 shares of Common Stock. In determining the size of this grant,
the Committee considered the following qualitative factors: the Committee's
perception of the Company's overall performance; Mr. Way's performance; the
potential effect of his future performance on the Company; and the number of
options previously granted to him. Each of these factors was given approximately
equal weight. At fiscal 1999 year-end, the value of Mr. Way's outstanding
exercisable in-the-money stock options was $561,450 as compared to $1,282,791 at
the end
12
<PAGE> 16
of 1998, a decrease of 56.2%. The Stock Option Committee believes that the stock
options provide Mr. Way with appropriate incentives to promote long-term
shareholder value.
COMPENSATION AND STOCK OPTION COMMITTEE
Brian S. MacKenzie, Chairman
Barry L. Edwards
Harold K. Roberts, Jr.
PERFORMANCE GRAPH
A line graph comparing the cumulative, total shareholder return on the
Common Stock of the Company for the last five fiscal years with the cumulative
total returns of the NASDAQ Market Index and a peer group consisting of all
publicly traded companies whose SIC code is 5812, the code for eating places,
over the same period (assuming a $100 initial investment and dividend
reinvestment) is presented below. The Company will promptly furnish without
charge to any shareholder of record on March 1, 2000, the identity of the
companies included in the peer group. Requests should be directed to the
Company, Post Office Box 100, Greer, South Carolina 29652; Attention:
Shareholder Relations.
Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURNS
AMONG RYAN'S FAMILY STEAK HOUSES, INC.,
NASDAQ MARKET INDEX AND SIC CODE INDEX FOR THE
FIVE-YEAR PERIOD ENDED DECEMBER 29, 1999 (YEAR-END 1999)
<TABLE>
<CAPTION>
RYAN'S FAMILY STEAK
HOUSES, INC. SIC CODE INDEX NASDAQ MARKET INDEX
------------------- -------------- -------------------
<S> <C> <C> <C>
12/28/1994 100.00 100.00 100.00
1/3/1996 104.42 136.94 129.71
1/1/1997 97.35 143.56 161.18
12/31/1997 121.24 151.10 197.16
12/30/1998 176.99 204.13 278.08
12/29/1999 119.47 194.18 490.46
</TABLE>
13
<PAGE> 17
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM #2 ON THE PROXY)
The Board has appointed KPMG LLP, independent certified public accountants,
as auditors for the Company for the current fiscal year and to examine and
report to shareholders upon the financial statements as of and for the year
ending January 3, 2001, and has requested that shareholders ratify the
appointment. Representatives of KPMG LLP will be present at the Annual Meeting.
They will have the opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions that the shareholders may
have. KPMG LLP has acted for the Company in this capacity since 1981, and
neither the firm nor any of its members has any relation with the Company except
in the firm's capacity as auditors and tax advisors.
VOTE REQUIRED
Ratification of the appointment of KPMG LLP as independent auditors will
require that of the shares present at the Annual Meeting in person or by proxy,
there be more positive votes than negative votes. Abstentions and broker
non-votes will not be counted.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF
KPMG LLP AS INDEPENDENT AUDITORS.
SOLICITATION OF PROXIES
The Company will pay for soliciting proxies. Officers and other regular
employees of the Company may solicit proxies by telephone, telegram or personal
interview for no additional compensation. The Company has engaged W. F. Doring &
Company to solicit proxies and distribute materials to brokerage houses, banks,
custodians, nominees and fiduciaries for a fee of approximately $10,000. The
Company will make arrangements with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation material to beneficial owners
of the stock held of record by such persons, and the Company will reimburse such
persons for reasonable out-of-pocket expenses incurred by them in so doing.
PROPOSALS OF SHAREHOLDERS
Any shareholder who wishes to present a proposal at the 2001 Annual Meeting
of Shareholders of the Company and have such proposal included in the proxy
statement and proxy card relating to that meeting must deliver such proposal to
the Company no later than November 29, 2000. The proposal must comply with the
rules of the SEC relating to shareholder proposals. Shareholders desiring to
make a recommendation to the Nominating Committee of the Board of Directors
should submit the name(s) and business background(s) of the proposed nominee(s)
for the Board by no later than November 29, 2000. With respect to a shareholder
proposal for the 2001 Annual Meeting of Shareholders that is not intended to be
included in the proxy materials relating to the meeting, the proposal must be
received by the Company by forty-five (45) days prior to the shareholders
meeting at which the proposal is to be presented. After that date, the proposal
will not be considered timely. Shareholders may send their proposals to the
Company, Attention: Janet J. Gleitz, Post Office Box 100, Greer, South Carolina
29652.
FINANCIAL INFORMATION
THE COMPANY'S 1999 ANNUAL REPORT IS ENCLOSED. THE COMPANY WILL PROVIDE
WITHOUT CHARGE TO ANY SHAREHOLDER OF RECORD AS OF MARCH 1, 2000, WHO REQUESTS IN
WRITING, A COPY OF THE COMPANY'S 1999 ANNUAL REPORT OR THE 1999 ANNUAL REPORT ON
FORM 10-K (WITHOUT EXHIBITS), INCLUDING FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES, IF ANY, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
ANY SUCH REQUEST SHOULD BE DIRECTED TO RYAN'S FAMILY STEAK HOUSES, INC., 405
LANCASTER AVENUE, GREER, SOUTH CAROLINA 29650, OR POST OFFICE BOX 100, GREER,
SOUTH CAROLINA 29652, ATTENTION: JANET J. GLEITZ, SECRETARY. REQUESTS CAN ALSO
BE MADE THROUGH THE COMPANY'S WEBSITE AT WWW.RYANSINC.COM.
14
<PAGE> 18
OTHER BUSINESS
As of the date of this Proxy Statement, management was not aware that any
business not described above would be presented for consideration at the Annual
Meeting. If any other business properly comes before the meeting, the shares
represented by proxies will be voted according to the best judgment of the
person voting them.
By Order of the Board of Directors,
/s/ JANET J. GLEITZ
Janet J. Gleitz
Secretary
Greer, South Carolina
March 28, 2000
15
<PAGE> 19
|X| PLEASE MARK VOTE AS IN THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE BELOW-LISTED PROPOSAL.
1) Elect as directors the seven With- For All
nominees listed below to serve until For hold Except
the Annual Meeting of Shareholders [ ] [ ] [ ]
in the year 2001 and until their
successors are elected and qualified:
CHARLES D. WAY, G. EDWIN MCCRANIE, BARRY L. EDWARDS, JAMES M. SHOEMAKER, JR.,
HAROLD K. ROBERTS, JR., JAMES D. COCKMAN, BRIAN S. MACKENZIE
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME FROM THE LIST
ABOVE.
2) Ratify the appointment of KPMG LLP as independent auditors for the Company
for the current fiscal year: [ ] For [ ] Against [ ] Abstain
--------------------------------
PLEASE SIGN AND DATE THIS PROXY CARD. Date
- --------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
In its discretion, the proxy is authorized to vote upon such other business as
properly may come before the Annual Meeting and any and all adjournments thereof
and on matters incident to the conduct of the meeting.
If any other business is presented at the Annual Meeting, this proxy card will
be voted by the proxy in its best judgment. At the present time, the Board of
Directors knows of no other business to be presented at the Annual Meeting.
Mark box at right if you plan to attend the Annual Meeting. [ ]
Mark box at right if comments or address change has been [ ]
noted on the reverse side of this card.
RECORD DATE SHARES: [print number here]
[shareholder name here]
[shareholder address here]
DETACH CARD
RYAN'S FAMILY STEAK HOUSES, INC.
405 LANCASTER AVENUE (29650)
POST OFFICE BOX 100 (29652)
GREER, SOUTH CAROLINA
Dear Shareholder:
YOUR VOTE IS IMPORTANT, AND YOU ARE STRONGLY ENCOURAGED TO EXERCISE YOUR RIGHT
TO VOTE YOUR SHARES. ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS
POSSIBLE.
Thank you in advance for your prompt consideration.
Sincerely,
Ryan's Family Steak Houses, Inc.
<PAGE> 20
Revocable Proxy RYAN'S FAMILY STEAK HOUSES, INC.
405 LANCASTER AVENUE (29650)
POST OFFICE BOX 100 (29652)
GREER, SOUTH CAROLINA
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE 2000 ANNUAL MEETING OF
SHAREHOLDERS
The undersigned shareholder of Ryan's Family Steak Houses, Inc. (the "Company"),
hereby revoking all previous proxies, hereby appoints Charles D. Way and G.
Edwin McCranie and either of them, the attorney or attorneys or proxy or
proxies, with full power of substitution, to act for and in the name of the
undersigned to vote all shares of Common Stock of the Company that the
undersigned shall be entitled to vote, at the 2000 Annual Meeting of
Shareholders of the Company, to be held at the Greenville/Spartanburg Airport
Marriott, Greenville, South Carolina, on Thursday, April 27, 2000, at 11:00 a.m.
local time, and at any and all adjournments thereof, as set forth on the reverse
side.
The undersigned may elect to withdraw this proxy card at any time prior to its
use by (i) submitting a written notice of revocation (dated later than this
proxy card) to the Secretary of the Company at or before the Annual Meeting,
(ii) submitting another proxy that is properly signed and dated later than this
proxy card, or (iii) voting in person at the meeting (although attendance at the
Annual Meeting will not in and of itself revoke a proxy).
Receipt of the Notice of the Meeting, the accompanying Proxy Statement and the
Annual Report to Shareholders is hereby acknowledged.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN ON THE REVERSE SIDE, AND MAIL THIS PROXY CARD
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Please sign exactly as your name appears on this proxy card. When shares are
held jointly, both holders should sign. When signing as attorney, executor,
administrator, trustee, guardian or custodian, please give your full title. If
the holder is a corporation or a partnership, the full corporate or partnership
name should be signed by a duly authorized officer.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? If so, print new address below:
__________________________________________________________
__________________________________________________________
__________________________________________________________
DO YOU HAVE ANY COMMENTS?
__________________________________________________________
__________________________________________________________
__________________________________________________________
