17
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as Amended
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.12a-12
Cucos Inc.
(Name of Registrant as Specified in its Charter)
_______________________
(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 of 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:
(logo)
Cucos Inc.
110 Veterans Boulevard
Suite 222
Metairie, LA 70005
(504) 835-0306
October 2, 2000
Dear Shareholder:
The Annual Meeting of Shareholders will be held at the
Ramada Limited located at 2713 North Causeway Boulevard,
Metairie, Louisiana, at 3:00 p.m. on November 9, 2000. The
purposes of the Annual Meeting are set forth in the
accompanying Notice and Proxy Statement.
The 2000 Annual Report to Shareholders, which is
enclosed, contains financial and other information
concerning the Company and its business for the fiscal year
ended July 2, 2000. The Annual Report is not to be
considered part of the proxy solicitation materials.
We cordially invite you to attend the Annual Meeting.
If you cannot attend, please complete and return the
enclosed Proxy so that your vote can be recorded.
Cordially,
James W. Osborn
President, Chief Executive
Officer and Chairman
(CUCOS LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 9, 2000
To the Shareholders:
The Annual Meeting of the Shareholders of Cucos Inc.
(the "Company") will be held at the Ramada Limited located
at 2713 North Causeway Boulevard, Metairie, Louisiana, at
3:00 p.m. (local time) on November 9, 2000, for the
purposes:
(1) To elect seven persons to the Board of Directors
for the ensuing year;
(2) To consider and act upon a proposal to
approve and ratify the selection of Ernst & Young
LLP as the Company's independent auditors for the
fiscal year ending July 1, 2001; and
(3) To transact such other business as may
properly come before the meeting or any
adjournments thereof.
The business to be transacted at the Annual Meeting is
more fully described in the accompanying Proxy Statement, to
which reference is hereby made.
The Board of Directors has fixed the close of business
on September 28, 2000, as the record date for determining
shareholders entitled to notice of and to vote at the Annual
Meeting.
BY ORDER OF THE
BOARD OF DIRECTORS:
Thomas L. McCormick,
Secretary/Treasurer
Dated: October 2, 2000
PROXY STATEMENT
General
The accompanying Proxy is solicited by and on behalf of
the Board of Directors of Cucos Inc. (the "Company"), whose
principal executive offices are located at 110 Veterans
Boulevard, Suite 222, Metairie, Louisiana 70005, in
connection with the Annual Meeting of Shareholders (the
"Annual Meeting") to be held November 9, 2000, and any
adjournments of that meeting. Execution of the Proxy will
not in any way affect a shareholder's right to attend the
Annual Meeting and, upon revocation of the Proxy, to vote in
person. Proxies may be revoked at any time before they are
voted by filing with the Secretary a written notice of
revocation or a duly executed Proxy bearing a later date.
Unless they are revoked, Proxies in the form enclosed,
properly executed and received by the Secretary of the
Company prior to the Annual Meeting, will be voted at the
Annual Meeting as specified by the shareholder in the Proxy
or, if no specifications are made in the Proxy, then FOR the
election as directors of the nominees listed in the enclosed
Proxy, and FOR the proposal to approve and ratify the
selection of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending July 1, 2001.
These materials are being mailed to shareholders on or
about October 13, 2000. The cost of soliciting Proxies is
being paid by the Company. The Company's 2000 Annual Report
to Shareholders for the fiscal year ended July 2, 2000
("Fiscal 2000") accompanies this Proxy Statement, but is not
considered a part of the proxy solicitation materials.
Capital Stock
The authorized capital stock of the Company consists of
1,000,000 shares of preferred stock, no par value,
("Preferred Stock") of which 400,000 shares were issued and
outstanding as of September 28, 2000, and 20,000,000 shares
of Common Stock, no par value, of which 2,663,605 shares
were issued and outstanding as of September 28, 2000, the
record date for the Annual Meeting. Only shareholders of
record at the close of business on such date are entitled to
notice of and to vote at the Annual Meeting. Each such
shareholder is entitled to one vote for each share of Common
Stock or Preferred Stock held at that date. Proxies marked
as abstaining and proxies containing broker non-votes on any
matter to be acted upon by shareholders will be treated as
present at the meeting for purposes of determining a quorum
but will not be counted as votes cast on such matters.
Beneficial Ownership
The following table sets forth certain information with
respect to beneficial ownership of Common Stock and
Preferred Stock, as of September 1, 2000, concerning (a) the
only shareholders known by the Company to own beneficially
more than 5% of the Common Stock or Preferred Stock of the
Company, which are the only classes of voting securities
outstanding, (b) each director of the Company, each of whom
is a nominee for director, (c) each of the executive
officers named in the Summary Compensation table and (d) all
directors and officers of the Company as a group.
[CAPTION]
<TABLE>
Amount of Amount of
Common Stock Preferred Stock Percent
Beneficial Owner(s) Beneficially Percent of Beneficially of
and Address Owned (1) Class (1) Owned Class
<S> <C> <C> <C> <C>
Jacksonville Restaurant Acquisition Corp. (2) 1,200,000 shares 45% 400,000 shares 100%
Mr. & Mrs. Gerald Siefken (3) 224,000 shares 8% - -
Raymond D. Schoenbaum (4) 210,500 shares 8% - -
Robert J. Monroe (5) 187,668 shares 7% - -
James W. Osborn (6) 1,200,100 shares 45% - -
Thomas L. McCormick (7) 10,000 shares * - -
Lee W. Randall (8) 1,000 shares * - -
Calvin O. Cox (9) 1,200,000 shares 45% 400,000 shares 100%
Dennis A. Grinn (10) 1,200,000 shares 45% 400,000 shares 100%
Elias Daher (11) 18,125 shares * - -
William F. Saculla (12) 0 shares 0% - -
All directors and officers as a group (7 persons) (13) 1,229,665 shares 47%
* Less than 1%.
</TABLE>
(1) Unless otherwise noted, the shares are owned of record
by the beneficial owners shown with sole voting and
investment power, except for the community property
interest, if any, of the shareholder's spouse. The
table includes shares which are subject to stock
options exercisable within 60 days of September 28,
2000.
(2) Address: 2211 Brighton Bay Trail, Jacksonville,
Florida 32246.
(3) Address: 40 Killdeer Street, New Orleans, Louisiana
70124. Includes 1,000 shares owned of record by Mr.
Siefken as to which he exercises sole voting and
investment power, 67,600 shares owned of record by Mrs.
Siefken, as to which she exercises sole voting and
investment power, 15,000 shares owned of record by a
trust for the benefit of Mr. Siefken's daughter, as to
which he exercises sole voting and investment power in
his capacity as trustee of the trust, and 74,000 shares
owned of record by Mr. & Mrs. Siefken jointly with
shared voting and investment power. Mr. Siefken is
also the beneficial owner of 66,400 shares which he
holds as custodian for four of his children as to which
he exercises sole voting and investment power.
Pursuant to Rule 13d-4 under the Exchange Act, Mr.
Siefken disclaims the beneficial ownership of the
shares owned of record by his wife. The above
information is based upon filings made by Mr. & Mrs.
Siefken with the Securities and Exchange Commission.
(4) Address: 1480 Terrell Mill Road, Suite 1100, Marietta,
Georgia 30067-6050. Includes 180,500 shares owed of
record by Mr. Schoenbaum as to which he exercises sole
voting and investment power, 10,000 shares beneficially
owned as custodian for the accounts of Brian D.
Schoenbaum and Marc S. Schoenbaum (his children) and
20,000 shares which may be beneficially owned by Mr.
Schoenbaum as controlling shareholder, Director,
Chairman and Secretary of Innovative Restaurant
Concepts. Pursuant to Rule 13d-4 under the Exchange
Act, Mr. Schoenbaum disclaims the beneficial ownership
of all 20,000 shares of Common Stock held of record by
Innovative Restaurant Concepts. The above information
is based upon filings made by Mr. Schoenbaum with the
Securities and Exchange Commission.
(5) Address: 228 St. Charles Avenue, Suite 1402, New
Orleans, Louisiana 70130. Includes 187,668 shares that
are beneficially owned by Mr. Robert J. Monroe as
Executor of the Estate of J. Edgar Monroe as to which
he has sole voting and investment power. The
information about the Estate's ownership is based on a
written confirmation made by Mr. Monroe on behalf of
the Estate of J. Edgar Monroe.
(6) Address: 2211 Brighton Bay Trail, Jacksonville,
Florida 32246. Includes 1,200,000 shares of Common
Stock and 400,000 shares of Preferred Stock owned of
record by Jacksonville Restaurant Acquisition Corp.
("JRAC"), of which Mr. Osborn is a 25% shareholder, an
officer and a director, and as to which shares Mr.
Osborn shares voting and investment power. Pursuant to
Rule 13d-4 under the Exchange Act, Mr. Osborn disclaims
the beneficial ownership of the shares owed by JRAC.
The above information is based upon filings made by Mr.
Osborn with the Securities and Exchange Commission.
(7) Address: 239 Walter Road, River Ridge, Louisiana
70123.
(8) Address: 170 Walnut Street, Unit 3F, New Orleans,
Louisiana 70118.
(9) Address: 936 East Causeway Boulevard, Vero Beach,
Florida 32962. Includes 1,200,000 shares of Common
Stock and 400,000 shares of Preferred Stock owned of
record by JRAC, of which Mr. Cox is a 25% shareholder,
an officer and a director, and as to which shares Mr.
Cox shares voting and investment power. Pursuant to
Rule 13d-4 under the Exchange Act, Mr. Cox disclaims
the beneficial ownership of the shares owed by JRAC.
The above information is based upon filings made by Mr.
Cox with the Securities and Exchange Commission.
(10) Address: 5031 S. W. 170 Avenue, Ft. Lauderdale,
Florida 33331. Includes 1,200,000 shares of Common
Stock and 400,000 shares of Preferred Stock owned of
record by JRAC, of which Mr. Grinn is a 25%
shareholder, an officer and a director, and as to which
shares Mr. Grinn shares voting and investment power.
Pursuant to Rule 13d-4 under the Exchange Act, Mr.
Grinn disclaims the beneficial ownership of the shares
owed by JRAC. The above information is based upon
filings made by Mr. Grinn with the Securities and
Exchange Commission.
(11) Address: 3640 Lake Aspen Drive East, Gretna, Louisiana
70056. Includes 18,125 shares subject to options
exercisable by Mr. Daher.
(12) Address: 417 Cheryl Court, Fruit Cove, Florida 32259
(13) Includes 18,125 shares subject to options exercisable
by Mr. Daher and 1,200,000 shares owned of record by
JRAC.
In August 2000, JRAC purchased 1,200,000 shares of
Common Stock pursuant to an offer to purchase up to
1,200,000 shares of Common Stock from the shareholders of
the Company for $1 per share. As a result of this purchase,
JRAC, which already owned 400,000 shares of Preferred Stock,
became the holder of approximately 52% of the voting power
of the Company and therefore acquired control of the
Company.
JRAC borrowed approximately $1.2 million from St. James
Asset Investment, Inc. ("St. James") to purchase the
1,200,000 shares. JRAC borrowed these funds from St. James
under a promissory note from JRAC to St. James dated May 1,
2000 (the "Note") by which JRAC agreed to pay St. James $40
million or the aggregate unpaid principal amount of all
advances by St. James to JRAC under a Line of Credit
effective as of May 1, 2000 between JRAC and St. James. The
term of the Note is 15 years. No principal or interest is
due until May 1, 2002, but interest on each advance accrues
from the date of the advance. The principal bears interest
at the rate that is one percentage point below the prime
rate charged by Wells Fargo Bank to its preferred customers.
This rate will be adjusted annually on May 1, beginning in
2002, for payments due the following June 1. Beginning May
1, 2002, principal and interest are due in 156 consecutive
monthly installments.
The Note is secured by a security interest in all of
JRAC's assets, as specified in the Line of Credit, and a
pledge by each of JRAC's shareholders of their shares of
stock in JRAC. If JRAC defaults on its obligations under
the Line of Credit Agreement, St. James could become the
owner of JRAC's assets and/or the stock of JRAC.
By letter dated April 18, 2000 from JRAC to the
Company, JRAC agreed to vote its shares of Common Stock and
Preferred Stock at the Annual Meeting and at the Company's
next annual meeting to elect each of Messrs. Daher, Randall
and McCormick to the Board of Directors of the Company, and
to cause the Company to enter into a two-year employment
contract with Mr. Daher.
On September 29, 2000, the Company entered into a ten
year Line of Credit Agreement (the "Credit Agreement") with
JRAC, the Company's majority shareholder. Under the terms
of the Credit Agreement, JRAC may lend the Company up to $5
million for working capital, payment of outstanding
indebtedness, refurbishing units, establishing new units,
and future acquisitions. The loan is secured by
substantially all of the assets of the Company. Advances
will accrue interest at an annual rate equal to three
percentage points above the prime lending rate of Wells
Fargo Bank. JRAC will receive an origination fee of two
percent of the amount of each cash advance. Beginning
January 1, 2001, the outstanding loans (which include
$120,000 advanced from August 14, 2000 to August 28, 2000)
will be repayable in monthly installments of principal and
interest. The Company has the right to prepay in whole or
part at any time any indebtedness outstanding under the
Credit Agreement. Future advances under this line of credit
are subject to the ability of JRAC to fund such advances.
I.
ELECTION OF DIRECTORS
Nominees for Director
A total of seven directors are to be elected at the
Annual Meeting. Management proposes the election as
directors of the seven nominees listed below, each to serve
as a director until the next Annual Meeting or until his
successor is elected and has qualified. In the absence of
direction from the shareholder, proxies in the enclosed form
will be voted FOR the election as directors of the seven
nominees listed below or substituted nominees who may be
named by the Board of Directors to replace any of the seven
nominees who become unavailable to serve for any reason.
(No such unavailability is presently known to management.)
In no event, however, will the proxies be voted for more
than seven persons. There are no arrangements or
understandings relating to any person's election or
prospective election as a director of the Company, except
that JRAC, which holds approximately 52% of the voting power
of the Company, has agreed to vote for the election as
director of Messrs. Daher, McCormick and Randall.
Under the Company's By-Laws, no nominee listed below
will be elected as a director unless each such nominee
receives the affirmative vote of a majority of the shares
represented (in person or by proxy) at the Annual Meeting.
If more nominees than the number of directors to be elected
receive a majority vote, then those nominees, up to seven
persons, receiving the highest number of votes shall be
elected.
The following table lists the nominees for director of
the Company. Information concerning the beneficial
ownership of Common Stock of the Company of each of them is
set forth under in the previous section entitled "Beneficial
Ownership". Information concerning the principal
occupations of each of them and other directorships which
they hold in certain public companies, is set forth
following the table. Management recommends a vote FOR
election of the nominees named below.
Nominees for Director Age Director Since
Calvin O. Cox 60 Jan. 2000
Elias Daher 41 Nov. 1999
Dennis A. Grinn 54 Aug. 2000
Thomas L. McCormick 52 Nov. 1999
James W. Osborn 58 Nov. 1999
Lee W. Randall 51 Nov. 1999
William F. Saculla 49 Aug. 2000
Principal Occupations and Certain Directorships
The following paragraphs identify the principal
occupations of the nominees for director, each of whom
presently serves as a director, and the executive officers
of the Company named in the Summary Compensation Table.
Information is given as to directorships held by such
persons in other companies which are publicly held and are
subject to certain requirements for filing reports with the
Securities and Exchange Commission.
Mr. Cox is a Vice President and Director of JRAC.
During the past five years, Mr. Cox has been employed as a
commercial real estate broker for Dale Sorenson Real Estate
Inc. (October 1999 to present), for Real Estate Management
Group (January 1998 to October 1998), for Dick Bird Realty
(January 1997 to January 1998), and for John's Island Real
Estate (January 1995 to January 1997), all in Vero Beach,
Florida.
Mr. Daher has been employed as the Vice President of
Operations of the Company since November 1999, as Regional
Vice President from September 1998 to October 1999, and
Senior Operations Supervisor from 1995 to 1998. Mr. Daher
has been with the Company since January 1984.
Mr. Grinn is a Vice President and Director of JRAC and
has been a self-employed stock trader for his own account
and an administrative consultant for at least the past five
years.
Mr. McCormick has served as the Manager-Finance
Department of LA Medical Mutual Insurance Company located in
Metairie, Louisiana, since 1996, and as Secretary/Treasurer
of Gulf Coast Marine located in New Orleans, Louisiana, May
1989 to May 1996.
Mr. Osborn joined the Company on November 7, 1999, as
the President, Chief Executive Officer and a director. He
is also the President and Director of JRAC (1998 to present)
and an independent search consultant d/b/a "Dick Wray
Consultants" (October 1995 to present) in Jacksonville,
Florida. Prior to joining the Company, he served as Senior
Vice President and Chief Operating Officer of Woody's Bar-B-
Q, Inc. (January 1994 to September 1995) in Jacksonville,
Florida.
Mr. Randall has served as the CFO-Transmission of
Entergy Corporation located in New Orleans, Louisiana, since
August 2000. He previously served as Vice President and
Chief Financial Officer of Baumer Foods, a privately held
manufacturer of food condiments, located in New Orleans,
Louisiana (August 1997 to August 2000); and Vice President
and Chief Financial Officer of the Company (January 1997 to
March 1997); and was a self-employed independent financial
consultant (October 1995 to December 1996).
Mr. Saculla has served as the President and Director of
Arthur Treacher's Fish & Chips since May, 1998, and as their
Chief Financial Officer and Director from September 1984 to
April 1998, a quick service restaurant chain located in
Jacksonville, Florida since 1984.
Committees of the Board of Directors
The Company's Board of Directors has two standing
committees: the Compensation Committee and the Audit
Committee. The Board of Directors does not have a
nominating committee.
The Audit Committee (presently consisting of Messrs.
McCormick, Randall and Saculla) recommends the appointment
of the independent public accountants for the Company,
reviews the scope of audits proposed by the auditors,
reviews the financial statements and periodically consults
with the independent public auditors on matters relating to
internal accounting controls and procedures.
The Compensation Committee (presently consisting of
Messrs. McCormick, Randall and Grinn) reviews and recommends
the compensation of employees above a certain salary level,
reviews management proposals relating to incentive
compensation plans and makes recommendations to the Board,
and reviews and recommends directors' compensation.
During Fiscal Year 2000, the Board of Directors met 13
times; the Compensation Committee met 1 time; the Audit
Committee did not meet. Each incumbent director attended 75%
or more of the aggregate of (1) the total meetings of the
Board during the period he was a director and (2) the total
meetings of all committees of the Board during the period in
which he served on such committees.
Executive Officers of the Company
There are no executive officers of the Company who are
not directors of the Company. All executive officers serve
at the pleasure of the Board of Directors.
ADDITIONAL INFORMATION
Certain Relationships and Related Transactions
The Company recorded a charge of $364,251 in the second
quarter of the Fiscal 2000 in connection with the settlement
with its former Chairman and CEO. The charge includes
amounts attributable to the transfer of the Company's
interest in a franchisee, LaMexiCo, L.LC., to the former
Chairman and CEO and the forgiveness of debts owed to the
Company by affiliated entities. The Company believes that
the settlement was in the best interests of the Company and
its shareholders. Also, in connection with the settlement
with the former Chairman and CEO, the Company terminated
agreements with Brothers Video, Inc., formerly an affiliated
company, to supply video poker machines in four Cucos
restaurants located in Louisiana.
During the third quarter of Fiscal 2000, the Company
negotiated a settlement with a former board member and
franchisee. Receivables of $55,000 were settled for a cash
payment of $15,000 and forfeiture of $17,000 in development
fees.
In addition, during the fourth quarter of Fiscal 2000,
the Company agreed to forgive $20,000 of debts owed by its
former President. In return, the development fee of $500
for the Baton Rouge area was forfeited.
On January 26, 2000, the Company sold 300,000 shares of
its Preferred Stock to JRAC for $300,000. On February 1,
2000, the Company sold 100,000 shares of Preferred Stock to
JRAC for $100,000. These shares of Preferred Stock are
convertible automatically at JRAC's option into 400,000
shares of the Company's Common Stock. Each of Messrs.
Osborn, Cox and Grinn is a director and 25% shareholder of
JRAC. Mr. Osborn is the President of JRAC, and each of
Messrs. Cox and Grinn is a Vice President of JRAC.
On September 29, 2000, the Company entered into a ten
year Line of Credit Agreement (the "Credit Agreement") with
JRAC, the Company's majority shareholder. Under the terms
of the Credit Agreement, JRAC may lend the Company up to $5
million for working capital, payment of outstanding
indebtedness, refurbishing units, establishing new units,
and future acquisitions. The loan is secured by
substantially all of the assets of the Company. Advances
will accrue interest at an annual rate equal to three
percentage points above the prime lending rate of Wells
Fargo Bank. JRAC will receive an origination fee of two
percent of the amount of each cash advance. Beginning
January 1, 2001, the outstanding loans (which include
$120,000 advanced from August 14, 2000 to August 28, 2000)
will be repayable in monthly installments of principal and
interest. The Company has the right to prepay in whole or
part at any time any indebtedness outstanding under the
Credit Agreement. Future advances under this line of credit
are subject to the ability of JRAC to fund such advances.
JRAC has the option under the Credit Agreement to
require payment (including mandatory prepayment) in common
stock of the Company in lieu of payment in cash at any time
when voting common stock of the Company held by JRAC, plus
any voting common stock previously disposed of by JRAC,
represents less than 52% of the outstanding voting common
stock of the Company. For these purposes, until December
31, 2001, the common stock of Company shall be treated as
having a value of $1 per share. Beginning January 1, 2002,
the stock be valued for these purposes at the average daily
closing price for the 90 days prior to the applicable
payment.
The Credit Agreement was unanimously authorized by a
Special Committee composed of Lee W. Randall and Thomas L.
McCormick, who are both independent directors who have no
direct or indirect interest in this transaction.
As described above, the Company believes that the terms
of the transactions described above are all on terms that
are no less favorable to the Company than those that could
be negotiated with an independent third party.
Executive Compensation
The following table shows annual compensation for
services rendered in all capacities to the Company during
the Company's last three fiscal years for the Chief
Executive Officer and for the other executive officers and
for former officers of the Company whose total annual salary
and bonus exceeded $100,000 for the fiscal year ended July
2, 2000.
[CAPTION]
<TABLE>
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted
Name and Fiscal Compen- Stock Options/ LTIP All Other
Principal Position Year Salary (1) Bonus sation(2) Awards SARS (4) Payouts Compensation(3)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vincent J. Liuzza, Jr., 2000 $117,000 - - - - - $393,019 (5)
former President 1999 $190,000 - - - - - $11,104
1998 $190,000 - - - - - $6,717
Elias Daher, Vice 2000 $102,000 - - - 10,000 - $450
President of Operations
James W. Osborn, 2000 $99,000 - - - 50,000 - -
President and Chief
Executive Officer
</TABLE>
_____________
(1) Includes amounts deferred under a retirement plan
maintained under the provisions of Section 401(k) of
the Internal Revenue Code in which employees of the
Company are eligible to participate. Does not include
matching contributions made by the Company, all of
which are set forth in the column "All Other
Compensation".
(2) The Company provides certain employees, including
executive officers, with automobiles and provides
complimentary meals to executive officers and
directors. The value of these benefits is not included
in the amounts reported in the table. The Company has
determined that perquisites and other personal benefits
with respect to any individual named in the preceding
table would in no event have exceeded 10% of the
compensation reported in such table for such person.
(3) Includes (A) matching contributions made under the
retirement plan referenced in footnote (1) to this
table as follows: Mr. Liuzza $175 - 2000, $572 - 1999,
$617 - 1998; Mr. Daher $450 - 2000; and (B) the dollar
value of term life and disability insurance premiums
paid by the Company as follows: Mr. Liuzza - $28,593 -
2000; $10,532 - 1999, $6,100 - 1998.
(4) Represents shares of Common Stock underlying options
granted during Fiscal 2000.
(5) Includes settlement arrangement amounts attributable to
the transfer of the Company's interest in a franchisee,
LaMexiCo, L.L.C., and the forgiveness of debts owed to
the Company by affiliated entities.
The following table shows individual grants of stock
options made during the last completed fiscal year to each
of the named executive officers.
[CAPTION]
<TABLE>
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Basic Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
<S> <C> <C> <C> <C>
Vincent J. Liuzza, Jr. - - - -
James. W. Osborn 50,000 options 31% $1.03 01/20/01
Elias Daher 10,000 options 6% $0.81 05/16/01
</TABLE>
Aggregated Stock Option Exercises and Fiscal Year-Ended
Option Values
The following table sets forth information concerning
stock options which were exercisable during Fiscal 2000 by
the named persons and the total number and value of
unexercised options held by each such person at July 2,
2000, separately identifying unexercisable and exercisable
options at July 2, 2000. No stock appreciation rights have
ever been granted to any of the named executive officers.
[CAPTION]
<TABLE>
Number of Shares
Underlying Value of
Unexercised Unexercised In-
Shares Options at The-Money Options
Acquired July 2, 2000 at July 2, 2000
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Vincent J. Liuzza, Jr. 0 $0 0/0 $0/$0
James W. Osborn 0 $0 0/50,000 $0/$0
Elias Daher 0 $0 18,125/16,875 $0/$0
</TABLE>
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. Under the
1993 Stock Option Plan, the non-employee directors of the
Company shall receive options to purchase shares of Common
Stock in an amount to be determined by the Board of
Directors.
During Fiscal 2000, the Company granted options to
purchase 50,000 shares of Common Stock to Mr. Osborn at
$1.03 per share, options to purchase 25,000 shares of Common
Stock to Messrs. McCormick, Randall, and Cox at $1.03 per
share, and options to purchase $10,000 shares of Common
Stock at $.81 per share to Mr. Daher, all for serving as
directors.
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 regulations to furnish the Company with
copies of all forms they file pursuant to Section 16(a).
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 June 27, 1999, to July 2, 2000, all of its executive
officers, directors and 10% Shareholders complied with all
applicable Section 16(a) filing requirements.
II.
RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors wishes to obtain from the
shareholders a ratification of the Board's action in
appointing Ernst & Young LLP, as independent public
accountants of the Company, for the fiscal year ending July
1, 2001. The engagement of Ernst & Young LLP for audit
services has been approved by the Board of Directors.
Representatives from each firm are expected to be present at
the Annual Meeting, will have an opportunity to make a
statement if they so desire, and are expected to be
available to respond to appropriate questions.
In the event the appointment of Ernst & Young LLP, as
the Company's independent public accountants for fiscal year
2001 is not ratified by the shareholders, the adverse vote
will be considered as a direction to the Board of Directors
to select other auditors for the following year. However,
because of the difficulty in making any substitution of
auditors so long after the beginning of the current year, it
is contemplated that the appointment for the fiscal year
2001 will be permitted to stand unless the Board finds other
good reason for making a change.
The Board Of Directors Has Approved The Appointment Of
Ernst & Young LLP As Independent Public Accountants For
Fiscal Year 2001 And Unanimously Recommends A Vote For
Ratification Of Such Appointment. Such Ratification
Requires The Affirmative Vote Of The Holders Of A Majority
Of Shares Of Common Stock Present Or Represented By Proxy
And Entitled To Vote At The Annual Meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Company's
management knows of no matters likely to be brought before
the Annual Meeting other than those set forth in the Notice
of the Meeting. If other matters properly come before the
Annual Meeting, each Proxy will be voted in accordance with
the discretion of the proxy holders named therein.
Upon the written request of any shareholder entitled
to vote at the Annual Meeting, the Company will provide,
without charge, a copy of the Company's Annual Report on
Form 10-KSB for the fiscal year ended July 2, 2000. Any
such request should be directed to Mary Ann Brockhaus, Cucos
Inc., 110 Veterans Boulevard, Suite 222, Metairie, Louisiana
70005. Requests from beneficial owners of shares of the
Company must set forth a good faith representation that as
of September 28, 2000, the requester was a beneficial owner
of shares of the Company entitled to vote at the Annual
Meeting.
SHAREHOLDER PROPOSALS
2001 ANNUAL MEETING
A shareholder who intends to present a proposal, which
relates to a proper subject for shareholder action, at the
2001 Annual Meeting of Shareholders and who wishes such
proposal to be considered for inclusion in the Company's
proxy materials for such meeting must cause such proposal to
be received, in proper form, at the Company's principal
executive offices no later than June 20, 2001. Any such
proposals, as well as any questions relating thereto, should
be directed to the Company to the attention of its
President.
METHODS AND COST OF SOLICITING PROXIES
The Proxy enclosed with this Proxy Statement is
solicited by and on behalf of the Board of Directors of the
Company. In addition to use of the mail, Proxies may be
solicited by personal interview and telephone by directors,
executive officers or employees of the Company. Directors,
executive officers or employees of the Company who may
solicit Proxies by such methods are not paid additional
remuneration therefor. The cost of solicitation, including
the cost of preparation, printing and mailing, is being paid
by the Company.
BY ORDER OF THE BOARD OF DIRECTORS:
James W. Osborn, Chairman
Dated: October 2, 2000
REVOCABLE PROXY
CUCOS INC.
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 9, 2000
The undersigned hereby appoints James 1. Election of Directors:
Osborn and Thomas J. McCormick and each
of them, as proxies for the undersigned, For Withhold For All Except
with full power of substitution to vote
all of the undersigned's shares of common Calvin O. Cox, Elias Daher,
stock, no par value, of Cucos Inc. at the Thomas L. McCormick, Dennis A.
Annual Meeting of Shareholders on Grinn, James W. Osborn, Lee W.
November 9, 2000 (and any adjournments Randall and William F. Saculla.
thereof), as instructed herein with
respect to the matters herein set forth. INSTRUCTIONS: To withhold
The undersigned acknowledges receipt of authority to vote for any
the Company's Notice of Meeting and Proxy individual nominee, mark "For
Statement dated October 2, 2000. All Except" and write that
nominee's name in the space
provided below.
2. Approving and ratifying the
selection of Ernst & Young, LLP
as the Company's independent
public accountants for the
fiscal year ending July 1, 2001.
For Withhold Abstain
MANAGEMENT RECOMMENDS A VOTE "FOR"
THE ABOVE LISTED PROPOSALS.
This proxy will be voted as
directed, but if no instructions are
specified, this proxy will be voted
for the nominees and the proposal
stated. If any other business is
presented at such meeting, this
proxy will be voted by those named
in this proxy in their best
judgment. Presently, the
management knows of no other
business to be presented at the
meeting.
Please be sure to sign and date
this Proxy in the box below.
Date__________
_______________________________________
Stockholder sign above ------------- Co-
holder (if any) sign above.
Detach above card, sign, date and mail in postage paid
envelope provided.
CUCOS INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL PROXY CARD TODAY
