2
November 14, 1997
Company: Cucos Inc.
RE: Accession Number 0000731724-97-000020
Proxy Statement Filed October 27, 1997
PROXY STATEMENT
The following are changes to be made to the Proxy Statement
dated October 27, 1997, filed with the Securities and Exchange
Commission via Edgar, Accession Number 0000731724-97-000020.
1. The table and footnote (7) on pages 1 and 2 under
"Beneficial Owner(s) and Address" shall be deleted and replaced
with the following table and footnote (7):
Beneficial Owner(s) Amount Beneficially Percent of
and Address Owned (1) Class (1)
Vincent J. Liuzza, Jr. (2)(3) 477,100 shares 19.8%
Mr. & Mrs. Gerald E. Siefken (4) 224,000 shares 9.3%
Raymond D. Schoenbaum (5) 210,500 shares 8.7%
Robert J. Monroe (6) 191,730 shares 8.0%
Elie V. Khoury (2)(7) 48,200 shares 1.9%
All directors and officers as
a group (8 persons) (9) 737,224 shares 30.6%
(7) Includes 47,500 shares subject to options exercisable by Mr.
Khoury.
2. The table and footnote (1) in Section I entitled "Election
of Directors", following the third paragraph on page 3 shall be
deleted and replaced with the following table and footnote:
Shares
Director Beneficially Percent of
Nominees for Director Age Since Owned(1) Class (1)
Frank J. Ferrara, Jr. 44 Dec. 1995 15,000 (4) .7%
Thomas J. Grace 56 Oct. 1983 56,003 2.5%
Elie V. Khoury 37 Sept. 1996 48,200 (4) 1.9%
David M. Liuzza 50 Jan. 1995 60,071 2.7%
Vincent J. Liuzza, Jr. 56 Mar. 1981 477,100 (2) 19.8%
Sidney C. Pulitzer 63 Oct. 1983 27,200 1.2%
Miguel Uria 59 Dec. 1983 82,650 (3) 3.7%
(1) The shares are owned of record by the beneficial owners
shown with sole voting and investment authority, except as
set forth in the notes below and except for the community
property interest, if any, of the shareholder's spouse. The
table includes currently exercisable options to purchase
31,500 shares which are held by Mr. Grace and exercisable
options to purchase 48,200 shares which are held by Mr.
Khoury.
3. Page 10 is deleted and replaced with the following:
Compensation of Directors
Directors of the Company are not paid fees for attendance at
meetings of the Board of Directors or any other cash compensation
for serving as directors. Directors are eligible to receive
options under the Company's 1993 Stock Option Plan as amended.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of
the Company's equity securities, i.e., the Company's Common Stock
("10% Shareholders"), to file reports of ownership and reports of
changes in ownership of such securities with the Securities and
Exchange Commission (the "SEC"). Executive officers, directors
and 10% Shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received
by it and written representations from certain reporting persons
that no other reports were required for those persons, the
Company believes that during the period from July 1, 1996, to
June 29, 1997, all of its officers, directors and 10%
Shareholders complied with all applicable Section 16(a) filing
requirements.
