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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SUMMIT FAMILY RESTAURANTS INC
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(Name of Registrant as Specified In Its Charter)
FIRST GLOBAL SECURITIES INC
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
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Dear Shareholder:
The end of the discussion is at hand.
There is really only one issue which is important. And that is--what is
best for you?
Some of the questions you must be asking yourself are:
Can you hope for a new day and a new vision for Summit?
Do you believe in the people and assets of Summit and that a new management
can make the company successful?
Are you able to see the vision the proposed Board wants to bring to you?
Let's look together for a moment at whether there should be a tomorrow for
Summit.
First, who is the Opposition Group? We've given you their names but we
have not really told you who they are:
. Kennedy Capital Management, Inc. is the largest common shareholder in Summit.
They beneficially own approximately 11% of the outstanding stock. Kennedy
Capital is a registered investment advisor and manages $1.5 billion in
assets. One of the reasons they invested in Summit is because they believed
in the asset value. They are long term investors. They have endorsed the
proposed Board and the proposed plan for Summit. They came forward because
they do not believe CKE has made a good offer to Summit shareholders.
. William H. Burgess is the retired Chairman of the Board of International
Controls, a NYSE electronic aerospace company whose stock went from $4 to
$40 under his management between 1979 and 1984. He owns 4,000 shares.
. J.D. Campa and Associates is a registered investment advisor with
approximately $20 mil. under management. They are a newer and younger firm.
They own 14,000 shares of Summit.
. Michael E. Portnoy and Mark R. Tonucci are registered investment advisors.
They advise on approximately $275 million in assets. They own 47,250 shares
of Summit.
. Howard Foster & Company is a registered investment advisor for pension
funds and high net worth individuals. They own 26,000 shares of Summit.
. T. H. Fitzgerald is a registered investment advisor. He owns 2,000 shares of
Summit.
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. Peter Sorokin is an attorney in Hartford, Conn. He owns 5,000 shares.
. Gary B. Davidson is a private funds manager. He previously managed a real
estate investment trust. He would like to see a Baywatch episode filmed at
the 'Wave Cafe'. He beneficially owns 4,100 shares.
. Mark A. Fries is a partner is an independent insurance agency. He owns
9,600 shares.
They look at Summit and they see people and assets. They see that another
day is possible for Summmit.
A proposed Board and management have come forward with the willingess to
put their names, time, and effort on the line.
For those who don't live in Southern California, Bob Morris, the proposed
President, is a legend. Gladstones at Malibu is a stopping point for virtually
every Californian who goes near that part of the coast. Bob sold the Gladstones
at Malibu and went into a new Gladstones at Universal CityWalk with MCA. MCA
made a thirty year contract with Bob Morris and Harold Fox, a proposed director
and CFO, to oversee Gladstones. It tells you a bit about the confidence that one
of the largest corporations in America has in their talents.
Jim Pomroy and Beverly Sassoon are both marketing geniuses. Eugene
Cafiero, the former President of Chrysler, Jim Pomroy, and Harold Fox bring a
long history of operational turnarounds and delivery of profits to shareholders.
Despite what Summit has said, Susan Trenham has had an outstanding career and
has brought together the people and the plans outlined to you to look for a new
day for Summit.
Vision is a nebulous thing. All of us have had it at one time or the
other. Some of us look at a piece of dirt and see a vegetable garden, a rose
garden, or a skyscraper.
"SUMMIT MANAGEMENT IS SOUND AND HIGHLY QUALIFIED"
Clark D. Jones, Chairman, June 25, 1996
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Some, at a given moment, just see a piece of dirt. They have no vision.
On the one hand you're told management of the company is sound; even though
they haven't paid you a dividend for eight years, they say they can't get a
better price for Summit, and they say the company is not viable; leaving the
impression that the company got into difficulty all by itself without their
direction.
Then you have an Opposition Group which says "No!" fellow shareholders, "We
think there is more value there, we think we have a group which can make the
company work, and which we think can deliver you profits".
Summit management comes back and paints a bleak picture but doesn't explain
why anyone would have an ulterior motive other than wanting something better for
shareholders. Summit management wants you to go away. We don't know why. We
find ourselves wondering whether there are actions of the Board which will be
buried when Summit is buried within CKE.
Why hasn't the discussion just stayed focused on the issues within Summit?
You heard us say it before. We have come forward in Summit because we
didn't feel the price is fair. We see the pieces that can be straightened out
and turned into a viable successful company.
Where others may see failure we see challenge and opportunity. The Board which
has 1.5% of the voting shares of Summit, is saying to you that if they didn't
make it a success no one can make it a success. They are telling you that they
have no vision for the company. They want to discredit the efforts of the
Opposition Group but they don't explain how anyone will gain other than the
shareholders if the Opposition Group succeeds.
"JB'S IS NO LONGER A VIABLE CONCEPT."
David Pertl, CFO Summit, Orange County Register, June 20, 1996
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The Summit Board keeps asking why the Opposition Group doesn't make an
offer for your stock. The Opposition Group already includes the largest common
shareholder in Summit. It is with total arrogance that the Board, which has run
Summit into the ground, dismisses the largest common shareholder and the other
shareholders who want to see the company become profitable and do not want to
have it terminated.
Summit maintains that Noble Trenham is a participant in the Opposition
Group. The Summit Board apparently can't explain its own actions so it has
attempted to focus you on Noble Trenham. They have tried to say that since Noble
has a history of stepping forward to represent his clients and shareholders with
considerable success for both, sometimes in ways that Boards have not liked,
that there is some nefarious effort at hand.
The Board recounted, misleadingly, a history of business litigation on
Noble, made false statements about Susan Trenham, and didn't bother to recount
their own history of litigation.
Noble Trenham has not been a participant in the efforts of the Opposition
Group. There is no reason that he couldn't have been but he hasn't.
However, we have been advised that Summit plans to remain focused on
whether Noble has participated in the Opposition Group. First Global has
obtained an opinion from Counsel that under proxy rules he is not a participant.
Since Summit is so adamant in their position we thought we would tell you a bit
about him.
Noble Trenham was born in Los Angeles, Ca. and graduated from LA High
School. He received a BA in economics from USC. He served in the Navy as a
carrier based night interceptor jet pilot for three years. He spent three years
traveling around the world and climbed Mt. Kilamanjaro on two occasions. He
joined the securities industry thirty years ago with Blyth Eastman Dillon and
later with Shearson Hayden Stone. He later established First Wilshire Securities
as an investment advisor. In 1986, he sold his interest in First Wilshire
Securities Management and established the predecessor firm to First Global
Securities, Inc. He has put out twenty-five published reports in the past thirty
years and all of the companies produced gains for shareholders.
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I would like to take a moment to thank those who have been so supportive of
the efforts of the Opposition Group.
I would also like to thank the nominees who have committed to make Summit a
better company if the shareholders make that decision. And finally, I would like
to thank you, fellow shareholders, for listening and giving time to the decision
you have to make about your company. You have been bombarded with information
and some of the information, we believe, has been obscured.
The Summit Board states that under their By-Laws and the Laws of Delaware
that we cannot ask for the resignation of Directors and vote for new directors
at the Special Meeting.
They have not told you that that is a matter of opinion which will be
decided by the Chancery Court in the State of Delaware. Please return both of
your red proxy cards.
If you go with CKE you will get your $2.63 and a small number of shares of
CKE. You own 100% of Summit as a group. If the merger is completed you will own
3.65% of CKE. CKE is working for its shareholders--not for you.
In the end we know that you as a group will do what is best for Summit
Family Restaurants, Inc. and for yourselves as shareholders.
REMEMBER IF YOU HAVE PREVIOUSLY VOTED YOU MAY STILL CHANGE YOUR VOTE. IT IS
THE LAST DATE ON THE CARD THAT IS COUNTED.
Sincerely,
/s/ SUSAN W. TRENHAM
Susan W. Trenham
July 3, 1996
