<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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MAVERICK RESTAURANT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(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>
MAVERICK RESTAURANT CORPORATION
302 North Rock Road, Suite 200
P.O. Box 2817
Wichita, Kansas 67201
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 1997
The Annual Meeting of the Stockholders of MAVERICK RESTAURANT
CORPORATION (the "Company") will be held at the Holiday Inn East, Palm Court
North, 7335 East Kellogg, Wichita, Kansas, on the 23rd day of May 1997, at
10:00 o'clock A.M. (CDT) for the purpose of considering and acting upon the
following matters:
1. To elect five directors to hold office for the ensuing year and until
their successors are elected and qualified.
2. To consider and vote upon a proposed amendment to the Company's
Articles of Incorporation changing its corporate name to Amarillo
Mesquite Grill, Inc.
3. To consider and act upon the adoption of the Maverick Restaurant
Corporation 1997 Incentive Stock Option Plan.
4. To elect KPMG Peat Marwick LLP as auditors for the Company for
the ensuing year.
5. To transact such other business as may properly come before the
meeting or any adjournment.
The Company's annual report for the year ended January 26, 1997 will
have been mailed to all stockholders of record at the close of business on
April 25, 1997.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on April 24, 1996 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Linn F. Hohl, Secretary
Wichita, Kansas
April 23, 1997
You are cordially invited to come early so that you may meet informally
with management and Board nominees. The meeting room will be open from 9:30
o'clock A.M. until the meeting time at 10:00 o'clock A.M.
IMPORTANT
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT THE PROXY BE RETURNED
REGARDLESS OF THE NUMBER OF SHARES OWNED.
<PAGE>
MAVERICK RESTAURANT CORPORATION
302 North Rock Road, Suite 200
P.O. Box 2817
Wichita, Kansas 67201
--------------------
The approximate mailing date of this Proxy Statement
is April 25, 1997
--------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1997
The accompanying proxy is furnished by Maverick Restaurant Corporation
(the "Company") in connection with the solicitation by the Board of Directors
and may be revoked by the stockholder at any time before it is voted by
giving a written notice to the Secretary of the Company, by executing and
delivering a proxy with a later date, or by personal withdrawal of the proxy
prior to or at the meeting. The expense of this solicitation is to be borne
by the Company and the Company will reimburse persons holding stock in their
name or in the names of their nominees, for their expenses in sending proxies
and proxy materials to their principals.
The Company has issued and outstanding 7,081,458 shares of common stock,
par value $0.01 per share, as of April 23, 1997, the date the stockholders of
record entitled to vote at the meeting was determined (the "Record Date").
Each share of common stock entitles the holder thereof to one vote.
Nevertheless, each stockholder has cumulative rights in electing directors,
which means that he has the right to accumulate his votes and give one
candidate the number of votes to which his shares are entitled multiplied by
the number of directors to be elected, or to distribute his votes on the same
principle among as many candidates as he chooses. Cumulative voting rights
may be exercised in the same manner as other voting rights, i.e., by proxy or
in person. To exercise the right, the stockholder should clearly indicate on
the proxy card or upon a sheet of paper how his votes should be distributed.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth certain information with regard to the
beneficial ownership of Common Stock as of March 1, 1997 by (i) each
stockholder who is known by the Company to beneficially own in excess of 5%
of the outstanding shares of common stock, (ii) each director, (iii) each of
the executive officers named in the Summary Compensation Table, and (iv) all
directors and executive officers as a group. Except as otherwise indicated,
each stockholder listed below has sole voting and investment power with
respect to shares beneficially owned by such person.
<PAGE>
Amount and
Nature of
Beneficial Percent of
Name and Address (1) Ownership Class
- --------------------- ------------- -----------
Chris F. Hotze 455,917 (2) 6.4%
Linn F. Hohl 197,427 (3) 2.8%
Alan L. Bundy 743,860 10.5%
Andres Mouland 308,056 (4) 4.3%
C. Howard Wilkins, Jr. 1,964,440 (5) 27.0%
All officers and directors
as a group (five persons) 3,669,700 (6) 49.4%
Starwood Investments, L.P.
1313 North Webb Road
Wichita, KS 67206 1,556,632 (7) 22.6%
Tom Devlin
1313 North Webb Road
Wichita, KS 67206 361,111 5.1%
- -------------------------
(1) The business address of all officers and directors is 302 North Rock
Road, Suite 200, Wichita, Kansas 67206.
(2) Includes 12,000 shares owned by Mr. Hotze's minor children and 55,000
stock options which are fully vested and exercisable.
(3) Includes 42,000 stock options which are fully vested and exercisable.
(4) Includes 3,000 shares owned by Mr. Mouland's minor children and 45,000
stock options which are fully vested and exercisable.
(5) Includes 201,025 shares subject to stock options which are fully vested
and exercisable.
(6) Includes 343,025 shares subject to stock options which are fully vested
and exercisable.
(7) Includes 201,025 shares subject to stock options which are fully vested
and exercisable.
-2-
<PAGE>
ELECTION OF DIRECTORS
All directors of the Company are elected for a term of one year and hold
office until the annual meeting of the stockholders. The officers of the
Company are elected at the Board of Directors' first meeting following the
annual meeting of the stockholders. Such officers hold office until their
successors are chosen and qualified or until their death, resignation or
removal.
All executive officers of the Company currently serve on the Board of
Directors. The terms of office for all Board members expire at the 1996
Annual Meeting of Stockholders. The following individuals have been
nominated for re-election to the Board to serve until the Annual Meeting of
Stockholders in 1998.
<TABLE>
<CAPTION>
Year Became
Name Age Position(s) Director
- ------------------ --- ----------- ------------
<S> <C> <C> <C>
Chris F. Hotze 50 Chairman of the Board, President and Director 1982
Alan L. Bundy 40 Executive Vice President 1996
Linn F. Hohl 57 Vice President of Finance, Secretary, Treasurer 1982
and Director
Andres Mouland 46 Vice President of Operations and Director 1989
C. Howard Wilkins, Jr. 59 Director 1994
</TABLE>
CHRIS F. HOTZE has been President and Director of the Company since the
Company's inception in 1982. Mr. Hotze became Chairman of the Board in 1989.
He began his career in the restaurant business in 1965 as an employee of
Pizza Hut, Inc., where he held various management positions including
Corporate Director of Training. In 1972, he joined Pizza Corporation of
America as Regional Vice President. In 1975, he joined Maverick Development
Corporation ("MDC") which managed sixteen Pizza Hut restaurants in
Massachusetts and South Carolina and served as its President until October of
1983. Mr. Hotze is also a Director of Texas Pizza Corporation, a privately
held company which owns and operates Pizza Hut restaurants. Mr. Hotze
received a Bachelor's Degree in Business Administration from Wichita State
University in 1970.
ALAN L. BUNDY has been Executive Vice President and a director of the
Company since the acquisition by the Company of the Amarillo Mesquite Grill
restaurant chain in June 1996. Mr. Bundy founded Amarillo Mesquite Grill
restaurant in 1982 and established four restaurants by the time these
restaurants were sold to the Company. Mr. Bundy is in charge of overseeing
the management and further development of the Amarillo Mesquite Grill
restaurant chain.
LINN F. HOHL has been Vice President of Finance, Treasurer and Assistant
Secretary of the Company since the Company's inception in 1982, a Director
since 1986 and Secretary of the Company since 1992. Mr. Hohl was employed as
a Certified Public Accountant by KPMG Peat Marwick LLP, from 1962 to 1972.
In 1972, he joined Pizza Corporation of America as Assistant Controller. From
1975 to 1981, Mr. Hohl served as a personal accountant for Mr. C. Howard
Wilkins, Jr. and was an officer and director in several different
corporations in which Mr. Wilkins was involved. From 1981 to 1983, he also
served as Treasurer of MDC. Mr. Hohl received his Bachelor's Degree in
Business Administration from Wichita State University in 1962.
-3-
<PAGE>
ANDRES MOULAND has been Vice President of Operations since the Company's
inception in 1982. Mr. Mouland was elected to the Board of Directors in
1989. Mr. Mouland began his career in the restaurant business in 1968 as an
employee of Bevis Enterprises, a Pizza Hut franchisee. In 1972, he joined
Pizza Corporation of America where he held various management positions. In
1975, he joined MDC and served as its Director of Operations until September
of 1980, when he joined the Company.
C. HOWARD WILKINS, JR. has most recently served on the Board of
Directors since May 1994. Mr. Wilkins founded the Company in 1982 and served
as Chairman of the Board until 1989 when he resigned in order to become
Ambassador to the Netherlands. Mr. Wilkins served as Ambassador to the
Netherlands until 1992. Mr. Wilkins was the founder, President and Chairman
of the Board of Pizza Corporation of America, a publicly held company traded
on the American Stock Exchange and the largest Pizza Hut franchisee with 270
restaurants, until 1975 when Pizza Corporation of America merged with Pizza
Hut, Inc. Mr. Wilkins' private investments include Pizza Hut restaurants
located in Texas and New Mexico and several other specialty restaurants. Mr.
Wilkins is a stockholder and a member of the Board of Directors of U.S.
Filter Corporation, a public company involved in comprehensive water
treatment solutions. Mr. Wilkins received his Bachelor's Degree from Yale
University in 1960.
No family relationships exist between or among the directors or officers
of the Company.
THE BOARD HAS UNANIMOUSLY APPROVED THE ABOVE-NAMED NOMINEES FOR DIRECTOR
AND RECOMMENDS A VOTE "FOR" THEIR ELECTION.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued
during the fiscal years ended January 26, 1997, January 28, 1996 and January
31, 1995 to the Company's Chief Executive Officer and the highest paid
executive officers of the Company whose annual cash compensation exceeds
$100,000.
-4-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------------------------
Other
Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
- --------------------------- ---- ------ ----- ------------ -------------
<S> <C> <C> <C> <C> <C>
Chris F. Hotze 1997 $ 9,000(1) $ $ $ --
President and Chairman 1996 9,000(1) -- -- --
of the Board 1995 9,000(1) -- -- --
Andres Mouland 1997 97,418 10,000 $ $ --
Vice President of 1996 97,116 10,000 -- --
of Operations 1995 96,600 -- -- --
Linn F. Hohl 1997 90,837 10,000 $ $ --
Vice President of 1996 90,543 10,000 -- --
Finance 1995 90,000 -- -- --
</TABLE>
- ---------------------------
(1) Paid by a corporation owned by C. Howard Wilkins, Jr., a director and the
majority stockholder of the Company. Mr. Hotze did not devote his full
time to the Company during the time periods indicated and this amount
represents the value of his services rendered to the Company.
OPTION GRANTS IN FISCAL YEAR 1997
During the fiscal year ended January 26, 1997, the Company did not grant
stock options to the executive officers named in the Summary Compensation
Table.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning each exercise of stock
options during the fiscal year ended January 26, 1997 and the value of
unexercised stock options at January 26, 1997.
-5-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options at
Acquired at January 26, 1997 January 26, 1997
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
- ---- --------- ---------- --------------------- -------------------------
<S> <C> <C> <C> <C>
Chris F. Hotze
President and Chairman of
the Board -- -- 55,000/-- $174,450/--
Andres Mouland
Vice President of
Operations -- -- 45,000/-- $143,500/--
Linn F. Hohl
Vice President of
Finance -- -- 42,000/-- $134,280/--
</TABLE>
- -----------------
(1) Value realized is the spread between the market price of the underlying
common stock on January 24, 1997 minus the exercise price. Value has
been computed based on $3.56 per share, the average of the bid and ask
price of the Company's common stock on January 24, 1997.
DIRECTORS' FEES
Each member of the Board of Directors, other than those who are
employees of the Company, is entitled to receive $500 for each meeting he
attends, plus reimbursement for expenses incurred in connection with his
attendance at such meeting.
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended January 26, 1997, the Board of Directors
held three meetings and acted by unanimous written consent to action three
times. All directors attended these board meetings.
COMMITTEES
The Company has no Executive, Audit, Compensation or Nominating
Committees.
-6-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 17, 1996, the Company entered into a Stock Option Agreement with
C. Howard Wilkins, Jr., a director of the Company and Robert A. Geist, a
principal stockholder of the Company, whereby it agreed to grant stock
options as consideration for the guarantee of a line of credit by such
individuals for the benefit of the Company. The Company will utilize the
$3.7 million line of credit to develop its Amarillo Mesquite Grill
restaurants. Messrs. Wilkins and Geist were each initially granted options
to purchase 201,025 shares of the Company's common stock. For every $100,000
which the Company borrows under the line of credit, Messrs. Wilkins and
Geist will receive an additional 11,825 options to purchase stock up to a
maximum grant of 437,525 stock options. The exercise price of all options
granted pursuant to this agreement is $2.50 per share and all options granted
expire seven years from the date of grant.
On March 24, 1997, the Company sold all of its assets used in the
operation of eight Grandy's restaurants to Red Apple Corporation for the
amount of $435,000. Red Apple Corporation is substantially owned by Chris F.
Hotze, Linn F. Hohl, Andres Mouland and C. Howard Wilkins, Jr., all of whom
are officers and/or directors of the Company. The restaurants were sold so
that the Company could focus on the development of the Amarillo Mesquite
Grill restaurant chain. The computation of the sales price was based on
three times store level cash flow. Red Apple Corporation will pay a $1,000
per month per restaurant management fee to the Company for services rendered
by the Company for management of these restaurants.
The Company believes that the terms of the transactions described above
are no less favorable to the Company then the Company could have obtained
from non-affiliated parties. In the future, all transactions between the
Company and its affiliated entities, executive officers, directors or
stockholders will be on terms which will continue to be no less favorable to
the Company than the Company could obtain from non-affiliated parties.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are
required by Securities and Exchange Commission regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5 was required, the Company
believes that during the fiscal year ended January 26, 1997, all officers,
directors and greater than 10% beneficial owners complied with all Section
16(a) filing requirements.
-7-
<PAGE>
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has approved a resolution which would change the
Company's Corporate name. The stockholders of the Company are being asked to
amend Article First of the Articles of Incorporation to change the name of
the Company to "Amarillo Mesquite Grill, Inc." The text of the proposed
Article First is as follows: "The name of this Corporation is Amarillo
Mesquite Grill, Inc."
It is the belief of the Board of Directors that the name change will
more adequately represent the business of the Company. The Board of
Directors has determined that the Amarillo Mesquite Grill restaurant theme,
which features steaks, chicken and seafood, all grilled over mesquite wood,
will be the focus of further development. The corporate name as it now
exists does not identify the Company as the operator of this chain of
restaurants. Therefore, in order to alleviate the possible confusion and to
best serve the interests of the stockholders, approval for the use of the
name Amarillo Mesquite Grill, Inc. is being sought.
The proposal to amend the Company's Articles of Incorporation to change
the name of the Company requires the approval of at least a majority of the
outstanding shares entitled to vote thereon.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE APPROVAL OF THE PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
CHANGING THE CORPORATE NAME TO AMARILLO MESQUITE GRILL, INC.
PROPOSAL TO RATIFY THE MAVERICK RESTAURANT CORPORATION
1997 INCENTIVE STOCK OPTION PLAN
The Board of Directors, effective January 1, 1997, adopted the Maverick
Restaurant Corporation 1997 Incentive Stock Option Plan (the "Plan"), subject
to stockholder approval. Although the text of the Plan is attached to this
Proxy Statement as Exhibit "A", the following is a general description of the
Plan.
The Plan authorizes stock options for officers, directors and other key
employees of the Company to further identify their interest with the interest
of the stockholders and to increase their stake in the future growth and
prosperity of the Company. Options granted under the Plan will qualify as
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended in 1993 (the "Code").
-8-
<PAGE>
The Plan will be administered by the Board of Directors. Stock options
will be granted under the Plan only to those employees of the Company whom
the Board of Directors select from time to time. The interpretation and
construction by the Board of any provisions of the Plan or of any option
granted thereunder will be final, binding and conclusive.
The total number of shares that may be issued pursuant to the Plan
cannot exceed 700,000 shares of common stock. The Board of Directors is
authorized to determine the vesting period and expiration date of each option
pursuant to the Plan, provided, the term of each option cannot exceed ten
years from the date of its grant. The exercise price of options granted
under the Plan will not be less than 100% of the fair market value of the
Company's common stock on the date the option is granted. In the case of
incentive stock options granted to stockholders who own 10% or more of the
Company's stock on the date of grant of the options, the exercise price will
be 110% of the fair market value of the Company's stock on the date of grant
and the term of such option cannot exceed five years from the date of its
grant.
As of January 26, 1997, the market value of the common stock subject to
the Plan was approximately $2,492,000. Options for 160,000 shares have been
granted to non-executive employees. No options have been granted pursuant to
the Plan to executive officers or directors of the Company.
In the event that the optionee ceases to be employed by the Company for
any reason other than his death, then such optionee shall, for a period of
three months thereafter, have the right to exercise any option, or options as
the case may be, to the extent his right to exercise the same has occurred.
If the optionee dies while in the employ of the Company or within a period of
three months after the termination of his employment with the Company and
shall not have fully exercised his options, then such options may be
exercised at any time within one year after the optionee's death.
The number of shares that may be issued pursuant to stock options will
be adjusted in case of changes in the capital structure of the Company. In
the event of a dissolution or liquidation of the Company, or a merger or
consolidation in which the Company is not the surviving or resulting
corporation, all options outstanding and unexercised shall become
exercisable, in full, at any time after the approval of the transaction by
the Board of Directors.
The Board of Directors of the Company may suspend or discontinue the
Plan or revise or amend it in any respect whatsoever, without approval of the
stockholders, provided that no such revision or amendment may (i) increase
the number of shares subject to the Plan; (ii) change the categories of
employees eligible to receive options; (iii) extend the period during which
options may be exercised; (iv) change the provisions fixing the minimum
exercise price; or (v) change the provisions as to termination of options.
An individual who receives an incentive stock option will not recognize
income by reason of the grant of the stock option and no income will be
recognized by the optionee upon the exercise of the option. Assuming the
optionee does not sell or otherwise dispose of the stock acquired pursuant to
the exercise of an incentive stock option within two years from the date of
grant of such option or within one year after the exercise of such option
("holding periods"), any amount received upon the subsequent sale or
disposition of such stock in excess of the optionee's tax basis in such stock
will be treated as a long-term capital gain. If, however, the optionee
disposes of the stock acquired pursuant to the exercise of an incentive stock
option during the applicable holding period stated above, the optionee will
recognize ordinary income to the extent that the fair market value of the
stock on the date of exercise exceeds the optionee's tax basis in such stock.
-9-
<PAGE>
The Company will be entitled to a business expense deduction in an
amount equal to the ordinary income realized by the optionee for individuals
who exercise incentive stock options during the applicable holding periods.
This deduction is allowed at the same time the optionee recognizes the
income. If in the event the fair market value of the stock is less than the
exercise option price at the time of the expiration of the holding periods,
thus causing a loss to the optionee, no loss would be recognized at this time
and such loss would not be recognized until the stock is sold.
The approval of the holders of the majority of the common stock is
necessary to adopt the Plan.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE ADOPTION OF THE MAVERICK RESTAURANT CORPORATION 1997 INCENTIVE
OPTION PLAN.
ELECTION OF AUDITORS
The stockholders are being asked to elect KPMG Peat Marwick LLP,
Independent Certified Public Accountants, as auditors for the Company for the
fiscal year ending January 25, 1998.
The audit for the Company for the year ended January 26, 1997, was
conducted by KPMG Peat Marwick LLP. A representative of such firm is
expected to be present to answer appropriate questions, but does not intend
to make a statement.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE ELECTION OF KPMG PEAT MARWICK LLP AS AUDITORS FOR THE COMPANY FOR
THE 1998 FISCAL YEAR.
VOTE REQUIRED
The five nominees for election as directors at the Annual Meeting of
Stockholders who receive the greatest number of votes cast for the election
of directors at that meeting by the holders of the Company's common stock, a
quorum being present, shall become directors at the conclusion of the
tabulation of votes. An affirmative vote of a majority of the total shares
outstanding cast in person or by proxy is necessary to approve the amendment
to the Company's Articles of Incorporation. An affirmative vote of the
majority of the total votes cast in person or by proxy at the Annual Meeting
of Stockholders is necessary to approve the adoption of the 1997 Incentive
Stock Option Plan and to elect KPMG Peat Marwick LLP as auditors for the
Company.
-10-
<PAGE>
Under Kansas Law and the Company's Articles of Incorporation and
By-laws, the aggregate number of votes entitled to be cast by all
stockholders present in person or represented by proxy at the meeting,
whether those stockholders vote "for", "against" or abstain from voting, will
be counted for purposes of determining the minimum number of affirmative
votes required for approval of the second proposal, and the total number of
votes cast "for" a matter will be counted for purposes of determining whether
sufficient affirmative votes have been cast. An abstention from voting on a
matter by a stockholder present in person or represented by proxy at the
meeting has the same legal effect as a vote "against" the matter even though
the stockholder or interested parties analyzing the results of the voting may
interpret such a vote differently.
MANNER IN WHICH THE PROXIES
WILL BE VOTED
The Company proposes to vote management proxies and all unmarked proxies
for the election of each of the five nominees to the Board, each to hold
office until the next annual meeting and until his successor is elected and
has qualified. In the event that any nominee is not available to serve as a
director at the time of election, which the Company has no reason to
anticipate, proxies may be voted for such substitute nominee as the Company
may propose.
The Company further purposes to vote management proxies and all unmarked
proxies for the approval to amend Article First of the Company's Articles of
Incorporation to change the name of the Company to Amarillo Mesquite Grill,
Inc.
The Company further proposes to vote management proxies and all unmarked
proxies for approval of the Maverick Restaurant Corporation 1997 Incentive
Option Plan.
The Company further proposes to vote management proxies and all unmarked
proxies for the election of KPMG Peat Marwick LLP, as auditors for the
ensuing fiscal year. All members of the Board of Directors intend to vote in
favor of this proposal.
The Board knows of no other matter to be presented at the meeting.
However, if any other matter properly comes before the meeting, the persons
named in the proxy form enclosed will vote in accordance with their judgment
upon such matters. Stockholders who do not expect to attend in person are
urged to execute and return the enclosed form of proxy. Moreover, it is
important that the proxies be returned promptly.
-11-
<PAGE>
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders to be presented at the Company's 1998 annual
meeting must be received by the Company's executive office no later than
December 15, 1997 for inclusion in the Proxy Statement.
By Order of the Board of Directors
Linn F. Hohl, Secretary
Wichita, Kansas
April 23, 1997
-12-
<PAGE>
EXHIBIT A
MAVERICK RESTAURANT CORPORATION
1997 INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of this Plan is to further the growth of Maverick Restaurant
Corporation, a Kansas corporation ("Maverick"), and its Subsidiaries
(Maverick and its Subsidiaries together being the "Company") by offering an
incentive to officers, directors and other key employees of the Company to
continue in the employ of the Company, and to increase the interest of these
employees in Maverick, through additional ownership of its common stock.
2. DEFINITIONS
Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:
(a) "Board of Directors" means the Board of Directors of Maverick.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Committee" means the Compensation Committee of Maverick.
(d) "Common Stock" means the common stock, par value $.01 per
share, of Maverick.
(e) "Corporate Transaction" means any (i) reorganization or
liquidation of Maverick, (ii) reclassification of Maverick's capital stock,
(iii) merger of Maverick with or into another corporation, or (iv) the sale
of all or substantially all the assets of Maverick or of the Company, which
results in a significant number of Employees being transferred to a new
employer or discharged, or in the creation or severance of a
parent-subsidiary relationship.
(f) "Date of Grant" means, as the case may be: (i) the date the
Board of Directors or the Committee approves the grant of an Option pursuant
to this Plan; or (ii) such later date as may be specified by the Board of
<PAGE>
Directors or the Committee as the date a particular Option granted pursuant
to this Plan will become effective.
(g) "Employee" means any person employed by the Company
(including, without limitation, a person employed by the Company who is also
an officer or director of Maverick or one or more Subsidiaries) within the
meaning of Section 3401(c) of the Code and the regulations promulgated
thereunder. No director of Maverick who is not also a full-time employee of
Maverick or a Subsidiary shall be entitled to receive Options under this Plan.
(h) "Exercise Price" means the price per share which must be paid
upon exercise of an Option.
(i) "Fair Market Value" means: (i) if the Common Stock is traded
in a market in which actual transactions are reported, the mean of the high
and low prices at which the Common Stock is reported to have traded on the
relevant date in all markets on which trading in the Common Stock is reported
or, if there is no reported sale of the Common Stock on the relevant date,
the mean of the highest reported bid price and lowest reported asked price
for the Common Stock on the relevant date; (ii) if the Common Stock is
Publicly Traded but only in markets in which there is no reporting of actual
transactions, the mean of the highest reported bid price and the lowest
reported asked price for the Common Stock on the relevant date; or (iii) if
the Common Stock is not Publicly Traded, the value of a share of Common Stock
as determined by the Board of Directors or the Committee.
(j) "Incentive Stock Option" means any Option which, at the time
of the grant, is an incentive stock option within the meaning of Section 422
of the Code.
(k) "Option" means any option granted pursuant to this Plan.
(l) "Publicly Traded" means that a class of stock is required to
be registered pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or that stock of that class has been sold
within the preceding 12 months in an underwritten public offering, or stock
that is regularly traded in a public market.
(m) "Retirement" means a Termination of Employment by reason of an
Employee's retirement at a time when the Employee is at least 65 years old,
other than by reason of a termination by resignation, discharge, death or
Total Disability.
(n) "Subsidiary" means any corporation that is a subsidiary with
regard to Maverick as that term is defined in Section 424(f) of the Code.
-2-
<PAGE>
(o) "Termination of Employment" means the time when the
employee-employer relationship between an Employee and the Company ceases to
exist for any reason including, but not limited to, a termination by
resignation, discharge, death, Total Disability or Retirement.
(p) "Total Disability" means the inability of an Employee to
perform the material duties of his or her job by reason of a medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period
of not less than 12 months. All determinations as to the date and extent of
disability of an Employee will be made in accordance with the written policy
pertaining to Employee disability, if any, of Maverick or the Subsidiary by
which the Employee is employed. In the absence of a written policy
pertaining to Employee disability, all determinations as to the date and
extent of disability of an Employee will be made by the Board of Directors or
the Committee in its sole and absolute discretion. In making its
determination, the Board of Directors or the Committee may consider the
opinion of the personal physician of the Employee or the opinion of an
independent licensed physician of Maverick's choosing.
3. EFFECTIVE DATE OF THE PLAN
The "effective date" of this Plan is January 1, 1997. This Plan shall
become effective on the Effective Date, subject to approval of the Plan not
later than 12 months from the Effective Date, by the affirmative vote or
consent of the holders of a majority of the shares of voting stock of
Maverick outstanding at the time of the approval.
4. ADMINISTRATION OF THE PLAN
The Board of Directors or the Committee shall be responsible for the
administration of this Plan, and shall grant Options pursuant to this Plan.
Subject to the express provisions of this Plan, the Board of Directors or the
Committee shall have full authority to interpret this Plan, to prescribe,
amend and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors or the
Committee on the matters referred to in this Section shall be conclusive.
The Board of Directors or the Committee may not amend this Plan, except as
provided in Section 14 herein. No member of the Committee shall be liable
for any act or omission in connection with the administration of this Plan
unless it resulted from the member's willful misconduct.
-3-
<PAGE>
5. STOCK SUBJECT TO THE PLAN
The maximum number of shares of Common Stock as to which Options may be
granted pursuant to this Plan is Seven Hundred Thousand (700,000) shares.
The maximum number of shares of such Common Stock shall be reduced each year
by the mandatory and discretionary grant of Options as provided herein. If
any Option expires or is canceled without being exercised in full, the number
of shares as to which the Option is not exercised will once again become
shares as to which new Options may be granted. The Common Stock that is
issued on exercise of Options may be authorized but unissued shares or shares
that have been issued and reacquired by Maverick.
6. PERSONS ELIGIBLE TO RECEIVE OPTIONS
Options may be granted only to Employees, as defined in Section 2(g)
above.
7. GRANTS OF OPTIONS
Except as otherwise provided herein, the Board of Directors or the
Committee shall have complete discretion to determine when and to which
Employees Options are to be granted, the number of shares of Common Stock as
to which Options granted to each Employee will relate and subject to the
limitations in Sections 8 and 9 below, the Exercise Price and the term of
Options granted to an Employee. No option shall be granted after the
expiration of ten (10) years from the Effective Date of this Plan. The
aggregate fair market value (determined as of the date the Option is granted)
of the Stock for which any Employee may be granted Options in any calendar
year under all incentive stock option plans of Maverick shall not exceed One
Hundred Thousand Dollars ($100,000).
8. OPTION PROVISIONS
(a) EXERCISE PRICE. The Exercise Price of each Option shall be as
determined by the Board of Directors or the Committee; provided, however,
that the Exercise Price shall not be less than 100% of the Fair Market Value
of the Common Stock on the Date of Grant of the Option. Notwithstanding the
foregoing, if the Employee, at the time the Option is granted, owns (within
the meaning of Section 425(d) of the Code) stock representing more than ten
percent (10%) of the voting power of all class of stock of the Company, the
Option Exercise Price per share of stock shall not be less than one hundred
ten percent (110%) of the fair market value per share of the stock at the
time such Option is granted.
-4-
<PAGE>
(b) TERM. The term of each Option shall be as determined by the
Board of Directors or the Committee, but in no event shall the term of an
Option be longer than ten (10) years from the Date of Grant. Notwithstanding
the foregoing, in the case of an Employee owning (within the meaning of
Section 425(d) of the Code) at the time such Option is granted, more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company, such Option shall not be exercisable with respect to any of the
shares subject thereto later than five (5) years after the date of grant.
(c) MANNER OF EXERCISE. An Option that has vested pursuant to the
terms of this Plan may be exercised in whole or in part, in increments of a
minimum of 100 shares, at any time, or from time to time, during its term.
To exercise an Option, the Employee exercising the Option must deliver to the
Secretary, Assistant Secretary or Chief Financial Officer of Maverick, at the
principal office of Maverick:
(i) a written notice of exercise of the Option, which states
the extent to which the Option is being exercised and which is executed by
the Employee; and
(ii) a check in an amount , or certificates (endorsed to
Maverick) representing shares of Common Stock with a Fair Market Value equal
to the Exercise Price of the Option times the number of shares being
exercised, or a combination of the foregoing; and
(iii) a check equal to any withholding taxes Maverick is
required to pay as a result of the Exercise of the Option by the Employee.
The day on which Maverick receives all of the items specified
in this subsection shall be the date on which the Option is exercised. The
delivery of stock certificates as payment of the Exercise Price is subject to
prior receipt of an opinion of Maverick's counsel that the exchange is
allowable for all purposes under the Securities Act of 1933, as amended (the
"Securities Act").
(d) DELIVERY OF STOCK CERTIFICATES. As promptly as practicable
after an Option is exercised, Maverick shall cause the transfer agent to
deliver to the Employee who exercises the Option, certificates, registered in
that person's name, representing the number of shares of Common Stock that
were purchased by the exercise of the Option. Unless the Common Stock was
issued in a transaction that was registered pursuant to the Securities Act,
each certificate will bear a legend to indicate that the Common Stock
-5-
<PAGE>
represented by the certificate was issued in a transaction which was not
registered pursuant to the Securities Act and may only be sold or transferred
in a transaction that is registered pursuant to the Securities Act or is
exempt from the registration requirements of the Securities Act.
(e) VESTING OF OPTIONS. The Options granted hereunder to Employees
shall be subject to such conditions as to vesting as shall be determined by
the Board of Directors or the Committee, in its sole and absolute discretion,
at the Date of Grant of the Option, and the terms of such vesting shall be
clearly set forth in the instrument granting the Option; provided, however,
that the Board of Directors or the Committee, in its sole and absolute
discretion, and at such time and in such circumstances as it shall deem
appropriate, to the extent not otherwise prohibited by this Plan, may cause
any Option that has not yet vested in accordance with the terms of this Plan
to be deemed vested. An Option shall "vest" at such time as it becomes
exercisable in accordance with this Plan and the Stock Option Agreement.
Upon exercise of an Option and the delivery of the stock certificates as
provided herein, the Common Stock acquired upon exercise of the Option shall
not be subject to forfeiture by the Employee for any reason whatsoever.
(f) NONTRANSFERABILITY OF OPTIONS. During the lifetime of a person
to whom an Option is granted pursuant to this Plan, the Option may be
exercised only by that person or by his or her guardian or legal
representative. An Option may not be assigned, transferred, sold, pledged or
hypothecated in any way; shall not be subject to levy or execution or
disposition under the Bankruptcy Code of 1978, as amended, or any other state
or federal law granting relief to creditors, whether now or hereafter in
effect; and shall not be transferable otherwise than by will or the laws of
descent and distribution. Maverick will not recognize any attempt to assign,
transfer, sell, pledge, hypothecate or otherwise dispose of an Option
contrary to the provisions of this Plan, or to levy any attachment, execution
or similar process upon any Option and, except as expressly stated in this
Plan, Maverick shall not be required to, and shall not, issue Common Stock on
the exercise of an Option to anyone who claims to have acquired that Option
from the person to whom it was granted in violation of this subsection.
(g) RETIREMENT OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted due to
Retirement, each Option held by the retired Employee, whether or not then
vested, may be exercised until the earlier of: (x) the end of the three (3)
month period immediately following the date of such Termination of
Employment; or (y) the expiration of the term specified in the Option.
(h) TOTAL DISABILITY OF HOLDER OF OPTION. If there is a
Termination of Employment of an Employee to whom an Option has been granted
by reason of his or her Total Disability, each Option held by the Employee,
whether or not then vested, may be exercised until the earlier of: (x) the
-6-
<PAGE>
end of the twelve (12) month period immediately following the date of such
Termination of Employment; or (y) the expiration of the term specified in the
Option.
(i) DEATH OF HOLDER OF OPTION. If there is a Termination of
Employment of an Employee to whom an Option has been granted by reason of (i)
his or her death, or (ii) the death of a former Employee within three (3)
months following the date of his or her Retirement, or (iii) the death of a
former Employee within twelve (12) months following the date of his or her
Termination of Employment by reason of Total Disability, then each Option
held by the person at the time of his or her death, whether or not then
vested, may be exercised by the person or persons to whom the Option shall
pass by will or by the laws of descent and distribution (but by no other
persons) until the earlier of: (x) the end of the twelve (12) month period
immediately following the date of death (or such longer period as is
permitted by the Board of Directors or the Committee); and (y) the expiration
of the term specified in the Option, provided, however, that in no event is
the term of the Option to be deemed to expire prior to the end of three (3)
months from the date of death of the Employee.
(j) TERMINATION OF EMPLOYMENT OTHER THAN FOR RETIREMENT, DEATH OR
DISABILITY. If there is a Termination of Employment of an Employee to whom
an Option has been granted pursuant to this Plan for any reason other than
the Retirement, death or Total Disability of the Employee, then all Options
held by such Employee which are then vested may be exercised until the
earlier of: (x) the three (3) month period immediately following the date of
such Termination of Employment; or (y) the expiration of the term specified
in the Option.
(k) STOCK OPTION AGREEMENT. As promptly as practicable after an
Employee is granted an Option pursuant to this Plan, the Committee shall send
the Employee a document setting forth the terms and conditions of the grant.
9. RECAPITALIZATION
(a) IN GENERAL. If Maverick increases the number of outstanding
shares of Common Stock through a stock dividend or a stock split, or reduces
the number of outstanding shares of Common Stock through a combination of
shares or similar recapitalization then, immediately after the record date
for the change: (i) the number of shares of Common Stock issuable on the
exercise of each outstanding Option granted pursuant to this Plan (whether or
not then vested) shall be increased in the case of a stock dividend or a
stock split, or decreased in the case of a combination or similar
recapitalization that reduces the number of outstanding shares, by a
percentage equal to the percentage change in the number of outstanding shares
of Common Stock as a result of the stock dividend, stock split, combination
-7-
<PAGE>
or similar recapitalization; (ii) the Exercise Price of each outstanding
Option granted pursuant to this Plan (whether or not then vested) shall be
adjusted so that the total amount to be paid upon exercise of the Option in
full will not change; and (iii) the number of shares of Common Stock that may
be issued on exercise of Options granted pursuant to this Plan (whether or
not then vested) and that are outstanding or remain available for grant shall
be increased or decreased by a percentage equal to the percentage change in
the number of outstanding shares of Common Stock. Any fractional shares will
be rounded up to whole shares.
(b) CORPORATE TRANSACTIONS. If, as a result of a Corporate
Transaction while an Option granted pursuant to this Plan is outstanding
(whether or not then vested), and the holders of the Common Stock become
entitled to receive, with respect to their Common Stock, securities or assets
other than, or in addition to, their Common Stock, then each Option shall be
adjusted to give the holder thereof, upon exercise of his or her Option,
rights equivalent to the rights of a person who had held shares of Common
Stock in the amount subject to the Option at the time of the Corporate
Transaction. Maverick shall not agree to any Corporate Transaction unless
the other party to the Corporate Transaction agrees to make available, on
exercise of the Options granted pursuant to this Plan that are outstanding at
the time of the Corporate Transaction, the securities or other assets the
holders of those Options are entitled pursuant to this subsection to receive.
10. RIGHTS OF OPTION HOLDER
(a) STOCKHOLDER. The holder of an Option (whether or not then
vested) shall not have any rights as a stockholder by reason of holding that
Option. Upon exercise of an Option granted pursuant to this Plan, the holder
shall be deemed to acquire the rights of a stockholder when, but not before,
the issuance of Common Stock as a result of the exercise is recorded in the
stock transfer records of Maverick.
(b) EMPLOYMENT. Nothing in this Plan or in the grant of an Option
shall confer upon any Employee the right to continue in the employ of the
Company or shall interfere with or restrict in any way the rights of the
Company to discharge any Employee at any time for any reason whatsoever, with
or without cause.
11. LAWS AND REGULATIONS
The obligation of Maverick to sell and deliver shares of Common Stock on
vesting and exercise of Options granted pursuant to this Plan shall be
subject to the condition that counsel for Maverick be satisfied that the sale
and delivery thereof will not violate the Securities Act or any other
-8-
<PAGE>
applicable laws, rules or regulations. In addition, Maverick may, as a
condition to such sale and delivery, require the Employee to represent and
warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for Maverick, such a representation
is required pursuant to such securities laws.
12. WITHHOLDING OF TAXES
(a) IN GENERAL. In addition to the requirement set forth in
Section 8(c) above that, in order to exercise an Option granted pursuant to
this Plan a person must make a payment to Maverick or authorize withholding
in order to enable Maverick to pay any withholding taxes due as a result of
the exercise of that Option, if an Employee who exercised an Incentive Stock
Option disposes of shares of Common Stock acquired through exercise of that
Incentive Stock Option either (x) within two years after the Date of Grant of
the Incentive Stock Option or (y) within one year after the issuance of the
shares on exercise of the Incentive Stock Option then, promptly thereafter,
the Employee shall notify Maverick of the occurrence of the event and of the
amount realized upon the disposition of such Common Stock by the Employee,
and pay any federal, state and other taxes due as a result thereof.
(b) WITHHOLDING OF TAXES. If, whether because of a disposition of
Common Stock acquired on exercise of an Incentive Stock Option or otherwise,
Maverick becomes required to pay withholding taxes to any federal, state or
other taxing authority and the Employee fails to provide Maverick with the
funds with which to pay that withholding tax, then Maverick, in addition to
pursuing any remedies available to it at law or in equity, may withhold,
subject to applicable state law, up to 50% of each payment of salary or bonus
to the Employee (which will be in addition to any other required or permitted
withholding), until Maverick has been reimbursed for the entire withholding
tax it was required to pay.
13. RESERVATION OF SHARES
Maverick shall at all times keep reserved for issuance on exercise of
Options granted pursuant to this Plan a number of authorized but unissued or
reacquired shares of Common Stock equal to the maximum number of shares
Maverick may be required to issue on exercise of outstanding Options (whether
or not then vested) granted pursuant to this Plan.
-9-
<PAGE>
14. AMENDMENT OF THE PLAN
The Board of Directors may, at any time and from time to time, modify or
amend this Plan in any respect effective at any date the Board of Directors
determines; provided, however, that, without the approval of the stockholders
of Maverick the Board of Directors may not: (i) increase the maximum number
of shares of Common Stock that may be issued on exercise of Options (whether
or not then vested) granted pursuant to this Plan; (ii) change the categories
of Employees eligible to receive Options; (iii) extend the period during
which Options (whether or not then vested) may be exercised; (iv) change the
provisions fixing the minimum Exercise Price; or (v) change the provisions as
to termination of Options. No modification or amendment of this Plan shall,
without the consent of the holder of an outstanding Option (whether nor not
then vested), adversely affect the holder's rights pursuant to that Option.
15. TERMINATION OF THE PLAN
The Board of Directors may suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the rights of a
person holding an outstanding Option, whether or not then vested, granted
pursuant to this Plan prior to that date.
-10-
<PAGE>
MAVERICK RESTAURANT CORPORATION
302 NORTH ROCK ROAD, SUITE 200 PROXY
P.O. BOX 2817 THIS PROXY IS SOLICITED ON
WICHITA, KANSAS 67201 BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Chris F. Hotze and Linn F. Hohl as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all shares of common stock of
Maverick Restaurant Corporation, as held of record by the undersigned on
April 23, 1997, at the annual meeting of stockholders to be held on May 23,
1997, or any adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed below
contrary below)
Chris F. Hotze, Linn F. Hohl, Andres Mouland, C. Howard Wilkins, Jr., Alan L. Bundy
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
_________________________________________________________________________________________________________________________________
2. PROPOSAL to approve the amendment to the Articles of Incorporation to change the Company's name to Amarillo Mesquite
Grill, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL to approve the adoption of the Company's 1997 Incentive Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL to elect KPMG Peat Marwick LLP as the independent certified public accountants of the corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Continued on other side)
<PAGE>
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4.
Please sign exactly as name appears below. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian, please give full
title as such.
If a corporation, please sign in full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
Dated: ________________, 1997
Signature ______________________________
________________________________________
Signature, if held jointly
Please mark, sign, date and return this proxy promptly by using the enclosed envelope.
</TABLE>
