<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant: [X]
Filed by a Party other than the Registrant: [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Materials Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SPAGHETTI WAREHOUSE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
SPAGHETTI WAREHOUSE, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:/1/
4) Proposed maximum aggregate value of transaction:
/1/ Set forth amount on which the filing is calculated and state how it was
determined.
[_] 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>
SPAGHETTI WAREHOUSE, INC.
402 WEST I-30
GARLAND, TEXAS 75043
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 1995
To the Shareholders of Spaghetti Warehouse, Inc.:
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Shareholders (the
"Annual Meeting") of Spaghetti Warehouse, Inc., a Texas corporation (the
"Company"), will be held at 1815 N. Market Street, Dallas, Texas on the second
floor on the 31st day of October, 1995, at 10:00 a.m. (local time) for the
following purposes:
1. To elect ten (10) directors to hold office until the next annual
election of directors by shareholders or until their respective successors
shall have been duly elected and shall have qualified;
2. To transact any and all other business that may properly come
before the meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on September 15,
1995, as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at such meeting or any
adjournment(s) thereof. Only shareholders of record at the close of business on
the Record Date are entitled to notice of and to vote at such meeting. The
stock transfer books will not be closed. A list of shareholders entitled to
vote at the Annual Meeting will be available for examination at the offices of
the Company for 10 days prior to the Annual Meeting.
You are cordially invited to attend the meeting; WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING IN PERSON, HOWEVER, YOU ARE URGED TO MARK, SIGN, DATE, AND
MAIL THE ENCLOSED FORM OF PROXY PROMPTLY SO THAT YOUR SHARES OF STOCK MAY BE
REPRESENTED AND VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED AT THE MEETING. Your proxy will be returned
to you if you should be present at the meeting and should request its return in
the manner provided for revocation of proxies on the initial page of the
enclosed proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS
H. G. Carrington, Jr., Secretary
September 26, 1995
<PAGE>
SPAGHETTI WAREHOUSE, INC.
402 WEST I-30
GARLAND, TEXAS 75043
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 31, 1995
___________________________
SOLICITATION AND REVOCABILITY
OF PROXIES
The accompanying proxy is solicited by the Board of Directors on behalf of
Spaghetti Warehouse, Inc., a Texas corporation (the "Company"), to be voted at
the 1995 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to
be held on October 31, 1995, at the time and place and for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders (the
"Notice") and at any adjournment(s) thereof. WHEN PROXIES IN THE ACCOMPANYING
FORM ARE PROPERLY EXECUTED AND RECEIVED, THE SHARES REPRESENTED THEREBY WILL BE
VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE DIRECTIONS NOTED THEREON; IF
NO DIRECTION IS INDICATED, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF
DIRECTORS AND IN FAVOR OF THE OTHER PROPOSAL SET FORTH IN THE NOTICE.
The executive offices of the Company are located at, and the mailing
address of the Company is, 402 West I-30, Garland, Texas 75043.
Management does not intend to present any business at the Annual Meeting
for a vote other than the matters set forth in the Notice and has no information
that others will do so. If other matters requiring a vote of the shareholders
properly come before the Annual Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them in accordance with their judgment on such matters.
This proxy statement (the "Proxy Statement") and accompanying form of proxy
are being mailed on or about September 26, 1995. The Company's Annual Report on
Form 10-K, which serves as the Annual Report to Shareholders, covering the
Company's fiscal year ended July 2, 1995, is enclosed herewith, but does not
form any part of the materials for solicitation of proxies.
Any shareholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Annual Meeting by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the Company addressed to H. G.
Carrington, Jr., Secretary, Spaghetti Warehouse, Inc., 402 West I-30, Garland,
Texas 75043; no such revocation shall be effective, however, until such notice
of revocation has been received by the Company at or prior to the Annual
Meeting.
In addition to the solicitation of proxies by use of the mail, officers and
regular employees of the Company may solicit the return of proxies, either by
mail, telephone, telegraph, or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for
<PAGE>
out-of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of Common Stock, par value $.01 per
share (the "Common Stock"), registered in their names, be requested to forward
solicitation material to the beneficial owners of such shares of Common Stock.
The cost of preparing, printing, assembling, and mailing the Annual Report,
the Notice, this Proxy Statement, and the enclosed form of proxy, as well as the
cost of forwarding solicitation materials to the beneficial owners of shares of
the Common Stock, and other costs of solicitation, are to be borne by the
Company.
QUORUM AND VOTING
The record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting was the close of business on September 15,
1995 (the "Record Date"). On the Record Date, there were 5,597,209 shares of
Common Stock issued and outstanding.
Each shareholder of Common Stock is entitled to one vote on all matters to
be acted upon at the meeting and neither the Company's Amended and Restated
Articles of Incorporation, as amended, nor its Second Amended and Restated
Bylaws, as amended, allow for cumulative voting rights. The presence, in person
or by proxy, of the holders of a majority of the issued and outstanding Common
Stock entitled to vote at the meeting is necessary to constitute a quorum to
transact business. If a quorum is not present or represented at the Annual
Meeting, the shareholders entitled to vote thereat, present in person or by
proxy, may adjourn the Annual Meeting from time to time without notice or other
announcement until a quorum is present or represented. Assuming the presence of
a quorum, the affirmative vote of the holders of a plurality of the shares of
Common Stock voting at the meeting is required for the election of directors.
Pursuant to the provisions of the Texas Business Corporation Act, the
Second Amended and Restated Bylaws, as amended, of the Company provide that
abstentions and broker non-votes will be counted for purposes of determining a
quorum, but shall not be counted as voting for purposes of determining whether a
proposal has received the necessary number of votes for approval of the
proposal.
2
<PAGE>
PRINCIPAL SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Common Stock as of the Record Date by (i) each director of the
Company; (ii) each Named Executive Officer (as defined in "Election of
Directors-Compensation of Executive Officers"); (iii) all present executive
officers and directors of the Company as a group; and (iv) each other person
known to the Company to own beneficially more than five percent (5%) of the
Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
----------------------------------------
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENTAGE
------------------------ ---------------------------- ----------
<S> <C> <C>
The College Retirement Equities Fund (2) 326,500 (3) 5.8%
Neuberger & Berman (4) 596,000 (5) 10.6%
Private Capital Management, Inc. (6) 367,700 6.6%
Salem Investment Counselors, Inc. (7) 424,838 (8) 7.6%
Shawmut National Corporation (9) 353,100 6.3%
Robert R. Hawk 141,170 (10) 2.5%
Phillip Ratner 95,000 (11) 1.7%
H.G. Carrington, Jr. 39,985 (12)(13) *
K. Dieter Esch 29,602 (14) *
C. Cleave Buchanan, Jr. 0 *
Frank Cuellar, Jr. 10,969 (15) *
John T. Ellis 174,243 (16)(17) 3.1%
Peter Hnatiw 7,001 (18) *
Jim Moore 0 *
Cynthia I. Pharr 7,401 (19)(20) *
William B. Rea, Jr. 28,334 (21) *
All executive officers and directors
as a group (16 persons) 583,318 (13)(16)(19)(22) 10.0%
</TABLE>
________
*Less than 1%
(1) Unless otherwise indicated, each person or group has sole voting and
investment power with respect to all such shares.
(2) The business address of The College Retirement Equities Fund is 730 third
Avenue, New York, New York 10017-3206.
(3) Based on a Schedule 13G dated February 10, 1995, filed by The College
Retirement Equities Fund with the Commission and the Company. The College
Retirement Equities Fund Schedule 13G discloses that The College Retirement
Fund has sole voting power over 326,500 shares of
3
<PAGE>
Common Stock, shared voting power over no shares of Common Stock and sole
dispositive power over 326,500 shares of Common Stock.
(4) The business address of Neuberger & Berman is 605 Third Avenue, New York,
New York 10158.
(5) Neuberger & Berman ("N&B") is a registered investment advisor. In its
capacity as investment advisor, N&B may have discretionary authority to
dispose of or to vote shares that are under its management. As a result,
N&B may be deemed to have beneficial ownership of such shares. N&B does
not, however have any economic interest in the shares. The clients are the
actual owners of the shares and have the sole right to receive and the
power to direct the receipt of dividends or proceeds from the sale of such
shares. No single N&B client has an interest at N&B that amounts to 5% or
more of the shares of the Company. As of August 11, 1995, of the shares set
forth above, N&B had shared dispositive power with respect to 596,000
shares, sole voting power with respect to 1,000 shares and shared voting
power with respect to 594,800 shares.
(6) Private Capital Management, Inc. forms part of a group that consists of
Private Capital Management, Inc. and The Entrepreneurial Value Fund L.P.
The business address of both Private Capital Management, Inc. and The
Entrepreneurial Value Fund L.P. is 3003 Tamiami Trail N., Naples, Florida
33940.
(7) The business address of Salem Investment Counselors, Inc. is P.O. Box
25427, Winston-Salem, North Carolina 27114-5427.
(8) Based on a Schedule 13G dated February 9, 1995, filed by Salem Investment
Counselors, Inc. with the Commission and the Company (The "Salem Schedule
13G"). The Salem 13G discloses that Salem Investment Counselors, Inc. has
sole voting power and sole dispositive power over 424,838 shares of common
stock.
(9) The business address of Shawmut National Corporation is 777 Main Street,
Hartford, Connecticut 06115.
(10) Includes 18,750 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(11) Includes 90,000 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(12) Includes 35,108 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(13) Includes 4,277 shares of which Mr. Carrington shares both voting and
investment power with his wife, Ricki L. Carrington, and 300 shares held in
each of the individual retirement accounts for H.G. Carrington, Jr. and
Ricki L. Carrington.
(14) Includes 29,357 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(15) Includes 9,501 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(16) Includes 81,758 and 82,984 shares held by the John T. Ellis Trust of 1989
and the Nancy M. Ellis Trust of 1989, respectively, both of which John T.
Ellis is trustee.
(17) Includes 9,501 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(18) Includes 5,001 shares issuable pursuant to the exercise of stock options
exercisable within 60 days of the Record Date.
(19) Includes 300 shares held in the name of Cynthia I. Pharr as custodian for
Thomas C. Pharr under the Uniform Gifts to Minors Act.
(20) Includes 7,001 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
4
<PAGE>
(21) Includes of 3,725 shares issuable pursuant to the exercise of stock options
within 60 days of the Record Date.
(22) Includes an aggregate of 247,956 shares issuable pursuant to the exercise
of stock options within 60 days of the Record Date.
ELECTION OF DIRECTORS
The Second Amended and Restated Bylaws, as amended, of the Company provide
that the number of directors that shall constitute the whole board shall be not
less than three (3) nor more than ten (10). By resolution of the Board of
Directors, at its meeting on August 29, 1995, the number of directors comprising
the Board of Directors has been set at ten (10).
NOMINEES
Unless otherwise directed in the enclosed proxy, it is the intention of the
persons named in such proxy to nominate and to vote the shares represented by
such proxy for the election of the following named nominees for the office of
director of the Company, to hold office until the next annual meeting of
shareholders or until their respective successors shall have been duly elected
and shall have qualified. Each of the nominees is presently a director of the
Company.
Information regarding each nominee is set forth in the table and text
below:
<TABLE>
<CAPTION>
PRINCIPAL YEAR FIRST
OCCUPATION & ELECTED PRESENT
NOMINEE AGE BUSINESS ADDRESS DIRECTOR OFFICE(S) HELD
------- --- ---------------- -------- --------------
<S> <C> <C> <C> <C>
Robert R. Hawk 68 Chairman of the Board and 1972 Chairman of the
Director Board and
Spaghetti Warehouse, Inc. Director
402 West I-30
Garland, Texas 75043
Phillip Ratner 51 President, Chief Executive 1994 President, Chief
Officer and Director Executive Officer
Spaghetti Warehouse, Inc. and Director
402 West I-30
Garland, Texas 75043
H. G. Carrington, Jr. 40 Senior Vice President, Chief 1990 Senior Vice
Financial Officer, Secretary President, Chief
and Director Financial Officer,
Spaghetti Warehouse, Inc. Secretary and
402 West I-30 Director
Garland, Texas 75043
C. Cleave Buchanan, Jr. 50 Executive Vice President, 1995 Director
FFSC, Inc.
13111 N. Central Expy.
Dallas, Texas 75243
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL YEAR FIRST
OCCUPATION & ELECTED PRESENT
NOMINEE AGE BUSINESS ADDRESS DIRECTOR OFFICE(S) HELD
------- --- ---------------- -------- --------------
<S> <C> <C> <C> <C>
Frank Cuellar, Jr. 65 Secretary, Treasurer and 1985 Director
Director
Frank Cuellar & Sons, Inc.
8315 Inwood Drive
Dallas, Texas 75209
John T. Ellis 71 Personal Investments 1981 Director
4490 S. Atlantic Ave.
Ponce Inlet, Florida 32019
Peter Hnatiw 47 President 1992 Director
Esplanade Restaurants Ltd.
56 The Esplanade, Suite 201
Toronto, Ontario M5E 1A6
Canada
Jim Moore 60 President 1995 Director
Moore Idea's, Inc.
2082 Michelson Drive, Suite
100
Irvine, California 92715
Cynthia I. Pharr 46 President 1991 Director
C. Pharr Marketing
Communications
3030 LBJ Freeway
Suite 1460
Dallas, Texas 75234
William B. Rea, Jr. 50 Vice President and Chief 1984 Director
Financial Officer
Pollo Tropical, Inc.
7300 N. Kendall Dr.
8th Floor
Miami, Florida 33156
</TABLE>
Mr. Robert R. Hawk, founder of the Company, served as Chairman of the Board
from the Company's organization in 1972 until October 1993. Effective at the
1993 Annual Meeting in October 1993, Mr. Hawk retired as Chairman of the Board,
but was reappointed as Chairman of the Board in January 1994 in connection with
the replacement of Mr. Louis P. Neeb, the President and Chief Executive Officer
of the Company prior to Mr. Ratner. Mr. Hawk served as President of the Company
from the Company's organization in 1972 until July 1991 and then as interim
President and interim Chief Executive Officer from January 1994 until August
1994 when Mr. Phillip Ratner was elected President and Chief Executive Officer.
6
<PAGE>
Mr. Phillip Ratner entered into an employment agreement with the Company to
become President and Chief Executive Officer in June 1994. Mr. Ratner was
elected as a director of the Company in August 1994. Prior to that time, Mr.
Ratner served as President (from 1985) and Chief Executive Officer (from 1987)
of Acapulco Restaurants, Inc. ("Acapulco"), a 50-unit casual Mexican dinner-
house chain based in Long Beach, California. Acapulco is a division of
Restaurant Associates Corp. Mr. Ratner also served as Executive Vice President
of Operations of Acapulco from 1984 until 1985. Prior to his association with
Acapulco, Mr. Ratner was employed by El Torito, a Mexican dinner-house chain,
from 1979 until 1984, serving most recently as Executive Vice President of
Operations from 1982 to 1984. Mr. Ratner is a director of Hometown Buffet,
Inc., which operates and franchises Home Town Buffet restaurants.
Mr. H. G. Carrington, Jr., a director since March 1990, became Senior Vice
President, Chief Financial Officer and Secretary of the Company in August 1993.
Mr. Carrington was Senior Vice President of NationsBank Investment Banking from
January 1993 to August 1993. Mr. Carrington was Managing Director-Corporate
Finance of Price Waterhouse, an accounting firm, from May 1990 to January 1993.
Mr. C. Cleave Buchanan, Jr., a director since July 1995, has been Executive
Vice President of FFSC, Inc., a privately held company that designs,
manufactures and sells consumer products to the wholesale market, since February
1993. Mr. Buchanan is also a General Partner of Ogre Partners, Ltd., a limited
partnership that owns and markets proprietary computer software programs to the
oil and gas industry under the tradename DPC&A.
Mr. Frank Cuellar, Jr., a director since August 1985, has served as
Secretary, Treasurer, and a director of Frank Cuellar & Sons, Inc., a Dallas,
Texas real estate investment company, since 1977.
Mr. John T. Ellis, a director since September 1981, was the Director of
Leasing for the Tandy Center of Tandy Corporation, Fort Worth, Texas, a retail
and computer company, from August 1975 until his retirement in June 1983. Since
such time, Mr. Ellis has been engaged in personal investments as his principal
occupation.
Mr. Peter Hnatiw, a director since 1992, has been, since 1981, the
President of Esplanade Restaurants Ltd., a Canadian restaurant corporation that
operates several restaurant concepts, one of which is The Old Spaghetti Factory
restaurant in Toronto, Canada, a franchisee of Old Spaghetti Factory Canada
Ltd., the Company's wholly owned Canadian subsidiary.
Mr. Jim Moore, a director since July 1995, has been the President of Moore
Idea's, Inc., a company that specializes in professional speaking and leader
seminars, since January, 1994. Mr. Moore also serves as a consultant to the
hospitality industry. Prior to founding Moore Idea's Inc., Mr. Moore was
employed by Restaurant Enterprises Group, Inc. from 1988 to 1994, most recently
serving as President of its Far West concepts unit.
Ms. Cynthia I. Pharr, a director since August 1991, has been President of
C. Pharr Marketing Communications since February 1993. Ms. Pharr was President
of Tracey Locke/Pharr Public Relations from April 1989 to January 1993. In
addition, Ms. Pharr was owner and President of C. Pharr & Company, Inc., a
public relations firm, from August 1986 to March 1989. From August 1978 to July
1986, Ms. Pharr was Co-Founder and President of Pharr Cox Communications.
7
<PAGE>
Mr. William B. Rea, Jr., a director since 1984, has served as Vice
President, Chief Financial Officer and a director of Pollo Tropical, Inc., a
restaurant chain, since August 1993. Mr. Rea served as Vice President-Finance
of the Company from September 1984 to August 1993, and served as Secretary of
the Company from October 1985 to August 1993.
If elected as a director of the Company, each director will hold office
until next year's annual meeting of shareholders, expected to be held in October
1996, or until his or her respective successor is elected and has qualified.
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the persons named in
the enclosed form of proxy intend to vote the shares represented in such proxy
for the election of such other person or persons as may be nominated or
designated by the Board of Directors. No nominee is related by blood, marriage,
or adoption to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates.
BOARD COMMITTEES AND MEETINGS
The Board of Directors has a standing Audit Committee currently comprised
of Frank Cuellar, Jr., Cynthia I. Pharr and William B. Rea, Jr. The Audit
Committee is responsible for consulting with the Company's independent auditors
with regard to the adequacy of internal controls and the plan of audit, and also
for reviewing the audit report and management letter. The Audit Committee held
two meetings during the fiscal year ended July 2, 1995.
The Board of Directors has a standing Compensation Committee currently
comprised of Frank Cuellar, Jr., John T. Ellis, Peter Hnatiw, Cynthia I. Pharr
and William B. Rea, Jr. The Compensation Committee is responsible for the
review and approval of the compensation levels of executive officers of the
Company, the evaluation of the performance of the executive officers, the
consideration of senior management succession issues and any related matters for
the Company. The Compensation Committee held one meeting during the fiscal year
ended July 2, 1995.
The Board of Directors has a standing Incentive Stock Option Committee
composed of John T. Ellis, Frank Cuellar, Jr. and Cynthia I. Pharr. The
Incentive Stock Option Committee is responsible for the granting of stock
options under the Option Plan, the 1991 Nonemployee Director Plan of Spaghetti
Warehouse, Inc. (the "1991 Director Plan"), and the Spaghetti Warehouse, Inc.
1992 Bonus Stock Option Plan (the "1992 Bonus Plan"), as well as the
interpretation of such plans. The Incentive Stock Option Committee held five
meetings during the fiscal year ended July 2, 1995.
The Board of Directors does not have a standing Nominating Committee.
The Board of Directors held five meetings during the fiscal year ended July
2, 1995. During fiscal 1995, each director attended all of the meetings of the
Board of Directors during the time that he or she served as director with the
exception of Mr. Victor Petta, a former director of the Company, who attended
four of the five meetings. All directors attended all meetings of the
Committees on which they served.
8
<PAGE>
DIRECTOR COMPENSATION
The Company pays each nonemployee director a $3,000 annual retainer, a
$1,000 fee for each meeting of the Board of Directors attended, a $150 fee per
hour for each meeting of a Board Committee attended (if such Board Committee
meeting is not on the same day as a Board of Directors meeting), and further
reimburses such persons for their out-of-pocket expenses. Directors who are
also employees of the Company are not compensated for their services as
directors, but are reimbursed for travel expenses incurred in attending
meetings.
Pursuant to the 1991 Director Plan, upon being elected a director to the
Company, each nonemployee director of the Company receives an initial
nonqualified stock option exercisable for 5,000 shares of Common Stock at the
fair market value thereof on the date of grant. Subsequently, on the date of
each annual meeting of shareholders after such directors' initial option shall
have fully vested, each such director shall receive a nonqualified option to
purchase 1,000 shares of Common Stock at the fair market value thereof on the
date of grant. Initial options vest 20% on the date of each annual meeting of
shareholders. Subsequent options vest in full on their date of grant.
EXECUTIVE OFFICERS
The table below sets forth the name, age, current position with the
Company, and the principal occupation during the last five years of each
executive officer of the Company and the year he or she first became an
executive officer of the Company. Information with respect to Messrs. Phillip
Ratner and H. G. Carrington, Jr. is set forth above under the caption
"Nominees."
<TABLE>
<CAPTION>
EXECUTIVE
OFFICER PRINCIPAL OCCUPATION
NAME AGE CURRENT POSITION SINCE DURING LAST FIVE YEARS
---- --- ---------------- ------- ----------------------
<S> <C> <C> <C> <C>
G. Kenna Davidson 39 Vice President - 1985 Vice President - Human
Human Resources Resources. Previously Vice
President - Personnel and
Training (1988-1989) and
Director of Training of the
Company (1985-1988).
Peter Buckley 39 President - OSF 1992 President - OSF Canada.
Canada Previously President of Old
Spaghetti Factory (Western),
Ltd. (1990-1992) and Vice
President of Eastern
Spaghetti Corporation (1985-1989).
Stacy M. Riffe 30 Treasurer, 1993 Treasurer, Controller and
Controller and Assistant Secretary of the
Assistant Secretary Company. Previously,
Director of Financial
Planning of the Company
(July 1992-May 1993),
Assistant Controller of the
Company (July 1991-July
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE
OFFICER PRINCIPAL OCCUPATION
NAME AGE CURRENT POSITION SINCE DURING LAST FIVE YEARS
---- --- ---------------- ------- ----------------------
<S> <C> <C> <C> <C>
1992), and auditor for
KPMG Peat Marwick
(January 1987-July 1991).
K. Dieter Esch 57 Vice President - 1995 Vice President - Operations.
Operations Previously, Director of
Operations of the Company
(1994-1995), Director of Old
Merchandise Company
(1992-1994), and Director of
Spaghetti Warehouse
Construction Company
(1989-1992).
Robert L. Purple 48 Vice President - 1995 Vice President - Marketing.
Marketing Previously Vice President of
Field Marketing for Long
John Silver's (1993-1995)
and Division Marketing
Director for Long John
Silver's (1990-1993).
E. David McDonald 41 Vice President - 1995 Vice President - Product
Product Development and Purchasing.
Development and Previously, Vice President -
Purchasing Concept Development for
Turbochef, Inc. (1994- 1995)
and Vice President -
Technical Services for
Western Sizzlin, Inc. (1989-1994).
</TABLE>
10
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The total compensation paid for each of the three fiscal years ended July
2, 1995, July 3, 1994 and July 4, 1993 to the Chief Executive Officer, Mr.
Phillip Ratner, and to the other most highly paid executive officers who
received cash compensation in excess of $100,000 for the fiscal year ended July
2, 1995 (collectively, the "Named Executive Officers"), is set forth below in
the following Summary Compensation Table:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------- ------------
SECURITIES
FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS (#) COMPENSATION
- ------------------------- ---- ---------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Phillip Ratner(2) 1995 $ 249,600 $ 50,000 (3) -0- $ 26,495 (4)
President, Chief Executive 1994 -0- -0- (3) 300,000 -0-
Officer and Director
H.G. Carrington, Jr.(5) 1995 $ 118,500 $ 26,500 (3) 23,000 $ 6,500 (6)
Senior Vice President, Chief 1994 101,538 20,000 (3) 42,000 -0-
Financial Officer and Director
K. Dieter Esch (7) 1995 $ 79,433 $ 22,000 (3) 23,000 3,900 (8)
Vice President - Operations 1994 70,308 18,000 (3) 1,500 -0-
1993 64,538 3,000 (3) 1,000 -0-
</TABLE>
_______________________
(1) Pursuant to the 1992 Bonus Plan, each employee of the Company that is
eligible for a bonus under the Company's bonus plan may elect, generally
prior to the fiscal year during which the bonus accrues, to receive
nonqualified stock options with a "spread" value of up to 50% of the bonus
such employee becomes entitled to receive in lieu of the bonus amount equal
to the "spread" value. The eligible employee receives in cash the balance
of the annual bonus that is not foregone as a result of the grant of the
stock option. The exact percentage, up to 50%, of the bonus that an
eligible employee forgoes to receive a stock option is in the discretion of
the eligible employee. The "spread" value of a stock option is the number
of shares subject to such option multiplied by the difference between the
fair market value of the Common Stock on the date of grant and the exercise
price per share of the stock option. The Company's Board of Directors
adopted the 1992 Bonus Plan on August 20, 1992 and on October 27, 1992 the
Company's shareholders approved the 1992 Bonus Plan.
(2) Mr. Ratner became President and Chief Executive Officer in June 1994 and
was elected a director of the Company on August 23, 1994. Mr. Ratner
assumed his duties as President and Chief Executive Officer in August 1994.
(3) This executive officer received certain personal benefits in addition to
salary and bonus. The aggregate amounts of such personal benefits, however,
did not exceed the lesser of $50,000 or 10% of the total of the annual
salary and bonus of such executive officer.
(4) This amount includes $16,095 of moving expenses reimbursed to Mr. Ratner in
connection with his relocation to Dallas. In addition, Mr. Ratner
contributed $10,400 to the Company's Deferred Compensation Plan which may
be payable in stock at the time of retirement.
(5) Mr. Carrington was elected Senior Vice President and Chief Financial
Officer of the Company in August 1993.
(6) Mr. Carrington contributed $6,500 to the Company's Deferred Compensation
Plan which may be payable in stock at the time of retirement.
(7) Mr. Esch was elected Vice President - Operations in January 1995.
(8) Mr. Esch contributed $3,900 to the Company's Deferred Compensation Plan
which may be payable in stock at the time of retirement.
11
<PAGE>
The following table discloses, for each of the Named Executive Officers,
options granted during the fiscal year ended July 2, 1995 and the potential
realizable values for such options:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (1)
---------------------------------------------------------------- -----------------------------
% OF TOTAL
SECURITIES OPTIONS/SHARES
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN OR BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE (2) DATE 5% 10%
- ---- --------------- ---------------- ------------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Phillip Ratner -0- -- -- -- -0- -0-
H.G. Carrington, Jr.(3) 20,000 6.6% 6.500 8/22/04 81,756 207,187
3,000 * 5.875 2/01/05 11,084 28,090
K. Dieter Esch (3) 10,000 3.3% 6.500 8/22/04 40,878 103,593
10,000 3.3% 5.375 10/24/04 33,803 85,664
3,000 * 5.875 2/01/05 11,084 28,090
</TABLE>
___________________
* Less than 1%
(1) These dollar amounts represent the value of the option assuming certain
rates of appreciation from the market price of the Common Stock at the date
of grant. Actual gains, if any, on stock option exercises are dependent on
the future performance of the Common Stock and overall market conditions.
There can be no assurance that the amounts reflected in this column will be
achieved.
(2) Pursuant to the Option Plan under which these options were granted, the
market price at the date of grant was the closing price of a share of
Common Stock on the New York Stock Exchange.
(3) These options become exercisable 33% after one year, 67% after two years,
and 100% after three years of the date of grant. The exercise price for
these options may be paid with already owned shares of Common Stock. The
Company, in its sole discretion, may lend money to the option holder to
obtain the cash necessary to exercise all or a portion of these options or
to pay any tax liability of the option holder attributable to such
exercise.
The following table describes for each of the Named Executive Officers
options and the potential realizable values for their options at July 2, 1995:
OPTION VALUES AT JULY 2, 1995
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SECURITIES UNDERLYING SECURITIES UNDERLYING
OPTIONS OPTIONS
JULY 2, 1995 (#) JULY 2, 1995 (1)
--------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Phillip Ratner........................... 90,000 210,000 $ 0 $ 0
H.G. Carrington, Jr...................... 18,942 53,834 $ 0 $ 0
K. Dieter Esch........................... 22,691 24,334 $ 0 $ 0
</TABLE>
_______
(1) Based on $5.25 per share of Common Stock, which was the closing price per
share of Common Stock on July 2, 1995 on the New York Stock Exchange. All
options are currently exercisable at a price above the market price of
$5.25 at year end.
12
<PAGE>
COMPENSATION AND EMPLOYMENT AGREEMENTS
On June 25, 1994, Mr. Phillip Ratner and the Company entered into an
Employment Agreement that provides for the employment of Mr. Ratner as President
and Chief Executive Officer at an annual base compensation of $260,000. The
agreement also provided for a bonus for the period ending July 2, 1995 of
$50,000 and provides Mr. Ratner with an annual car allowance of $18,000, which
Mr. Ratner may apply towards the purchase of an automobile. Under the terms of
the agreement, Mr. Ratner was reimbursed $16,095 for his reasonable and normal
relocation expenses to Dallas and, in the event he sells his former residence in
California before August 15, 1996, and does not purchase another house within
100 miles of his former residence in California before such date, he will
receive a payment on that date of $20,000. The agreement also provided for the
grant to Mr. Ratner of stock options to acquire 300,000 shares of Common Stock
("Options"). The Options consist of incentive stock options and nonqualified
stock options. The options vest in five (5) installments beginning June 25,
1994. Ten percent of the options vested on June 25, 1994, and 20% vested on
June 25, 1995. Twenty percent of the options will vest on June 25, 1996 and 25%
will vest on each June 25, 1997 and 1998. The vesting of all or a portion of
the options may be accelerated under certain circumstances. Mr. Ratner may
resign from the Company by providing 60 days' advance written notice, in which
event, the Company's sole obligation shall be to pay him, in cash, an amount
equal to his unreimbursed expenses, four weeks base compensation and any
specifically declared but unpaid bonuses. The Company may terminate Mr.
Ratner's employment without notice and without "cause" (as defined in the
agreement) and he may, with 60 days' notice, terminate his employment for "good
reason" (as defined in the agreement). In either event, the Company's sole
obligation shall be to pay him, in cash, the amounts described above plus the
product of $21,666.67 and the number of full calendar months remaining between
the date of the termination and the third anniversary of the agreement.
Under the terms of a letter dated August 18, 1993, regarding the
compensation of Mr. H.G. Carrington, Jr., Mr. Carrington is entitled to payment
of six-month's salary upon the event of his resignation or termination of
employment within the six-month period immediately following a change of control
or sale of the Company. Mr. Carrington is not required to give any advance
notice to the Company of his intention to terminate employment, and the Company
is not required to give Mr. Carrington any advance notice of the Company's
intention to terminate his employment. The Company and Mr. Carrington
negotiated the terms of Mr. Carrington's employment agreement with the Company
at arm's length.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has established a Compensation Committee to review
and approve the compensation levels of executive officers of the Company,
evaluate the performance of the executive officers, consider senior management
succession issues and any related matters for the Company. The Compensation
Committee is charged with reviewing with the Board of Directors in detail all
aspects of cash compensation for the executive officers of the Company. Stock
option compensation for the executive officers is considered by the Incentive
Stock Option Committee.
The philosophy of the Company's compensation program is to employ, retain
and reward executives capable of leading the Company in achieving its business
objectives. These objectives include preserving a strong financial posture,
increasing the assets of the Company, positioning the Company's assets and
business operations in geographic markets and industry segments offering long
term growth opportunities, enhancing shareholder value and ensuring the survival
of the Company.
13
<PAGE>
The accomplishment of these objectives is measured against conditions prevalent
in the industry within which the Company operates. In recent years these
conditions reflect a highly competitive market environment and rapidly changing
regional, geographic and overall industry market conditions.
The available forms of executive compensation include base salary, cash
bonus awards and incentive stock options. Performance of the Company is a key
consideration (to the extent that such performance can fairly be attributed or
related to such executive's performance), as well as the nature of each
executive's responsibilities and capabilities. The Company's compensation
policy recognizes, however, that stock price performance is only one measure of
performance and, given industry business conditions and the long term strategic
direction and goals of the Company, it may not necessarily be the best current
measure of executive performance. Therefore, the Company's compensation policy
also gives consideration to the Company's achievement of specified business
objectives when determining executive officer compensation. Compensation paid
to executive officers is based upon a Company-wide salary structure consistent
for each position relative to its authority and responsibility compared to
industry peers.
An additional objective of the Compensation Committee and the Incentive
Stock Option Committee in determining compensation is to reward executive
officers with equity compensation in addition to salary in keeping with the
Company's overall compensation philosophy, which attempts to place equity in the
hands of its employees in an effort to further instill shareholder
considerations and values in the actions of all the employees and executive
officers. In making its determination, some consideration is given by the
Incentive Stock Option Committee to the number of options already held by such
persons. Incentive stock option awards in fiscal 1995 were used to reward
executive officers and to retain them through the potential of capital gains and
equity buildup in the Company. The number of stock options granted was
determined by the subjective evaluation of the executive's ability to influence
the Company's long term growth and profitability. The Compensation Committee
believes that the award of options represents an effective incentive to create
value for the shareholders.
Based on comparative industry data, and as the result of arm's-length
negotiations, on June 25, 1994, the Company entered into an employment agreement
with Mr. Phillip Ratner that provides for the employment of Mr. Ratner as
President and Chief Executive Officer at an annual base compensation of
$260,000. The agreement also provided for a bonus for the year ended July 2,
1995 of not less than $50,000 and a car allowance of $18,000. The agreement
also provided for the grant to Mr. Ratner of a combination of incentive and
nonqualified stock options to acquire 300,000 shares of Common Stock. The
agreement was unanimously approved by the Board of Directors, the Compensation
Committee and the Incentive Stock Option Committee.
The Compensation Committee believes that the compensation of the Company's
other executive officers was reasonably related to the performance of the
Company and those individuals during fiscal 1995.
COMPENSATION COMMITTEE INCENTIVE STOCK OPTION COMMITTEE
Frank Cuellar, Jr. Frank Cuellar, Jr.
John T. Ellis John T. Ellis
Peter Hnatiw Cynthia I. Pharr
Cynthia I. Pharr
William B. Rea, Jr.
14
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is an officer or employee of the
Company or any of its subsidiaries or had any relationship requiring disclosure
pursuant to Item 404 of Commission Regulation S-K. William B. Rea, Jr. served as
an officer of the Company until August 1993. No executive officer of the Company
served as a member of the Compensation Committee (or other board committee
performing similar functions or, in the absence of any such committee, the
entire board of directors) of another corporation, one of whose executive
officers served on the Compensation Committee. No executive officers of the
Company served as a director of another corporation, one of whose executive
officers served on the Compensation Committee. No executive officer of the
Company served as a member of the Compensation Committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another corporation, one of whose
executive officers served as a director of the Company.
15
<PAGE>
COMMON STOCK PERFORMANCE GRAPH
The following performance graph compares the five-year cumulative return of
the Common Stock with that of the Broad Market (New York Stock Exchange Market
Value Index) and a group of the Company's peer corporations. Each index assumes
$100 invested at June 30, 1990, and is calculated assuming quarterly
reinvestment of dividends and quarterly weighting by market capitalization.
COMPARATIVE FIVE-YEAR TOTAL RETURNS
SPAGHETTI WAREHOUSE, INC., BROAD MARKET AND PEER GROUP
(PERFORMANCE RESULTS THROUGH 7/2/95)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
June 30, June 29, July 4, July 4, July 3, July 2,
Fiscal Year Ending 1990 1991 1992 1993 1994 1995
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Spaghetti Warehouse, Inc. 100.00 154.72 166.98 94.34 54.72 39.62
- ---------------------------------------------------------------------------------------
Peer Group 100.00 112.60 141.16 176.51 166.04 150.90
- ---------------------------------------------------------------------------------------
Broad Market 100.00 106.16 120.83 137.04 141.81 169.28
- ---------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>
The Broad Market (New York Stock Exchange Market Value Index) comprises all
companies with common stock listed on the New York Stock Exchange. The Peer
Group is composed of the following companies:
<TABLE>
<S> <C> <C>
Brinker International, Inc. Frisch's Restaurants, Inc. Ryans Family Steak Houses,
Buffets, Inc. Luby's Cafeterias, Inc. Inc.
Ciatti's, Inc. Marcus Corp. Shoney's, Inc.
Cracker Barrel Old Country Morrison Restaurants Inc. Summit Family Restaurants,
Store Pancho's Mexican Buffet, Inc. Inc.
Cucos, Inc. Perkins Family Restaurants, Uno Restaurant CP
El Chico Restaurants, Inc. L.P. Vicorp Restaurants, Inc.
Family Steak Houses of Piccadilly Cafeterias, Inc.
Florida, Inc.
</TABLE>
CERTAIN TRANSACTIONS
There were no transactions during fiscal 1995 that are reportable under
this item.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which became effective May 1, 1991, requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities (the "10% Shareholders"), to file reports of
ownership and changes of ownership with the Commission and the New York Stock
Exchange. Officers, directors and 10% Shareholders of the Company are required
by Commission regulation to furnish the Company with copies of all Section 16(a)
forms so filed.
Based solely on review of copies of such forms received, the Company
believes that, during the last fiscal year, all filing requirements under
Section 16(a) applicable to its officers, directors and 10% Shareholders were
timely, except that Phillip Ratner filed one Form 4 late relating to one
transaction.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote the proxy as in
their discretion they may deem appropriate, unless they are directed by the
proxy to do otherwise.
17
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants since October 26, 1994 has
been the firm of Arthur Andersen LLP. It is expected that one or more
representatives of such firm will attend the Annual Meeting and be available to
respond to any questions. Such representatives will be given an opportunity to
make statements at the Annual Meeting, if they so desire, and are expected to be
available to respond to appropriate questions.
On October 26, 1994, the Company notified KPMG Peat Marwick LLP of its
decision to retain another independent accountant for the audit of its financial
statements for the fiscal year ended July 2, 1995. In connection with the audits
for the fiscal years ended July 3, 1994, and July 4, 1993, and during the period
from July 4, 1994 through October 26, 1994, there were no disagreements with
KPMG Peat Marwick LLP on matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which would
require disclosure under the regulations. KPMG Peat Marwick LLP's reports on the
financial statements of the Company for the years ended July 3, 1994, and July
4, 1993, did not contain any adverse opinion or disclaimer of opinion nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
On October 26, 1994, the Company notified Arthur Andersen LLP of its
intention to retain such firm as independent public accountants for the audit of
its financial statements for the year ending July 2, 1995. Prior to its
engagement, the Company did not consult with Arthur Andersen LLP on either the
application of accounting principles to a completed or proposed specific
transaction, or the type of audit opinion that might be rendered on the
Company's financial statements. The change in the independent accountants was
approved by the Audit Committee of the Board of Directors.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Shareholder proposals to be included in the proxy statement for the 1996
Annual Meeting must be received by the Company no later than May 29, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
H. G. Carrington, Jr., Secretary
September 26, 1995
Garland, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED
TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
18
<PAGE>
PROXY
SPAGHETTI WAREHOUSE, INC.
402 WEST 1-30
GARLAND, TEXAS 75043
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Phillip Ratner and H.G. Carrington, Jr.,
and each of them, as proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated on the reverse side,
all of the shares of the common stock of Spaghetti Warehouse, Inc. (the
"Company"), held of record by the undersigned on September 15, 1995 at the
Annual Meeting of Shareholders of the Company to be held on October 31, 1995,
and any adjournment(s) thereof.
[To Be Dated And Signed On Reverse Side]
FOLD AND DETACH HERE
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1 AND
THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN
PROPOSAL 2.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS TO HOLD
OFFICE UNTIL THE NEXT ANNUAL ELECTION OF DIRECTORS BY SHAREHOLDERS OR UNTIL
THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND HAVE QUALIFIED.
<TABLE>
<S> <C> <C>
FOR all nominees WITHHOLD NOMINEES: C. Cleave Buchanan, Jr., H.G. Carrington, Jr., Frank Cuellar, Jr.,
listed to the right AUTHORITY John T. Ellis, Robert R. Hawk, Peter Hnaliw, James F. Moore, Cynthia I. Pharr,
(except as marked to vote for all nominees Phillip Ratner, William B. Rea, Jr.
to the contrary) listed to the right (INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
______________________________________________________________________________
2. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.
FOR AGAINST ABSTAIN
DATED: _____________________________________________________, 1995
__________________________________________________________________
SIGNATURE
__________________________________________________________________
SIGNATURE, IF HELD JOINTLY
Please execute this proxy as your name appears hereon. 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
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA partnership, please sign in partnership name by authorized person.
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES." PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
----------------------------------------------- ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
</TABLE>
