ARK RESTAURANTS CORP, DEF 14A, 1999-02-01

ARK RESTAURANTS CORP
DEF 14A, 1999-02-01
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<PAGE>

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the 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 material pursuant to Rule 14a-11(c) or Rule 14a-12

ARK RESTAURANTS CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

ARK RESTAURANTS CORP.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

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 transactions applies:
________________________________________________________________________________

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
________________________________________________________________________________

(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:
________________________________________________________________________________

ARK RESTAURANTS CORP.
85 FIFTH AVENUE
NEW YORK, NEW YORK 10003

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 10, 1999

To Shareholders of
ARK RESTAURANTS CORP.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ARK
RESTAURANTS CORP. (the 'Company') will be held on March 10, 1999 at 10:00 A.M.
at Bryant Park Grill, located at 25 West 40th Street, New York, New York for the
following purposes:

(1) To elect a board of eight directors;

(2) To approve an amendment to the Company's 1996 Stock Option Plan
(the 'Plan') to increase the maximum number of shares of the Company's
Common Stock, $.01 par value per share (the 'Common Stock') available for
issuance under the Plan from 270,000 to 470,000;

(3) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the 1999 fiscal year; and

(4) To transact such other business as may properly come before the
meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on February 2, 1999
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.

YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE
MEETING, TO DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW THE PROXY AND VOTE
YOUR OWN SHARES.

By Order of the Board of Directors,

VINCENT PASCAL
Secretary

New York, New York
February 5, 1999

ARK RESTAURANTS CORP.

---------------------------------
PROXY STATEMENT
---------------------------------

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the 'Board') of Ark Restaurants Corp., a New York
corporation (the 'Company'), of proxies to be used at the Annual Meeting of
Shareholders to be held at Bryant Park Grill, located at 25 West 40th Street,
New York, New York, at 10:00 A.M. on March 10, 1999 and at any adjournment or
adjournments thereof (the 'Meeting').

If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
therein and if no instructions are given, will be voted (i) IN FAVOR of the
nominees for election as directors; (ii) IN FAVOR of an amendment to the Plan to
increase the maximum number of shares of Common Stock which may be issued under
the Plan from 270,000 to 470,000; and (iii) IN FAVOR of the ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the Company for
the 1999 fiscal year. Election of directors is by a plurality of votes cast at
the Meeting in person or by proxy. All other proposals to be considered at the
Meeting will be determined by a plurality of votes cast at the Meeting in person
or by proxy.

The proxy may be revoked at any time prior to its exercise by written
notice to the Company, by submission of another proxy bearing a later date, or
by voting in person at the Meeting. Such revocation will not affect any vote
taken prior thereto. The mere presence at the Meeting of the person appointing a
proxy will not revoke the appointment.

The approximate date this Proxy Statement and the accompanying Proxy were
first mailed to shareholders was on or about February 5, 1999. The Company's
principal executive offices are located at 85 Fifth Avenue, New York, New York
10003.

VOTING SECURITIES -- RECORD DATE

Only holders of record of the Company's Common Stock at the close of
business of February 2, 1999 will be entitled to notice of and to vote at the
Meeting. On that date 3,572,899 shares of Common Stock were issued and
outstanding. Each outstanding share of Common Stock entitles the holder thereof
to one vote.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information at January 11, 1999,
with respect to the beneficial ownership of shares of Common Stock owned by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and nominee for election
as director of the Company, and (iii) all officers and directors of the Company
as a group:

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- ----------------------------------------------------------------------- ----------------------- ----------------
<S> <C> <C>
Michael Weinstein ..................................................... 1,043,888(2) 28.9%
85 Fifth Avenue
New York, New York 10003

FMR Corp .............................................................. 200,000(3) 5.6%
82 Devonshire Street
Boston, Massachusetts 02109

Bruce R. Lewin ........................................................ 210,000(4) 5.9%
c/o Bruce R. Lewin Gallery
136 Prince Street
New York, New York 10012

Vincent Pascal ........................................................ 71,690(5) 2.0%
85 Fifth Avenue
New York, New York 10003

Robert Towers ......................................................... 65,250(6) 1.8%
85 Fifth Avenue
New York, New York 10003

Donald D. Shack ....................................................... 42,603(7) 1.2%
530 Fifth Avenue
New York, New York 10036

Andrew Kuruc .......................................................... 37,750(8) 1.1%
85 Fifth Avenue
New York, New York 10003

Jay Galin ............................................................. 26,000 Less than 1%
520 Eighth Avenue
New York, New York 10018

Ernest Bogen .......................................................... 17,320(9) Less than 1%
85 Fifth Avenue
New York, New York 10003

Paul Gordon ........................................................... 20,000(10) Less than 1%
85 Fifth Avenue
New York, New York 10003

All directors and officers as a group (eight persons).................. 1,391,168(11) 37.0%
</TABLE>

- ------------------

(1) Except to the extent otherwise indicated, to the best of the Company's
knowledge, each of the indicated persons exercises sole voting and
investment power with respect to all shares beneficially owned by him.

(2) Includes 24,800 shares owned by The Weinstein Foundation, a private
foundation of which Mr. Weinstein acts as trustee and as to which shares
Mr. Weinstein has shared investment and shared voting power, 20,000 shares
owned by Mr. Weinstein's spouse as custodian for their children under the
Uniform Gifts to Minors Act, 13,000 shares issuable upon exercise of
currently exercisable options granted under the Company's 1985 Stock Option
Plan, and 25,000 shares issuable upon exercise of currently exercisable
options granted under the Company's 1996 Stock Option Plan.

(3) Based upon information set forth in Schedule 13G filed by FMR Corp. with
the Securities and Exchange Commission on or about February 14, 1998.
Fidelity Management & Research Company ('Fidelity'), a wholly-owned
subsidiary of FMR Corp., is the beneficial owner of 200,000 shares or 5.22%
of the Common Stock of the Company as a result of acting as investment
adviser to several investment companies. The ownership by one investment
company, Fidelity Low-Priced Stock Fund, amounted to 200,000 shares. Mr.
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the
aforementioned investment companies each has the power to dispose of the
200,000 shares.

(4) Based upon information set forth in a Schedule 13D filed by Mr. Lewin with
the Securities and Exchange Commission on or about January 7, 1991.

(5) Includes 13,000 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan, and 8,750
shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.

(6) Includes 13,000 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan, and 8,750
shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.

(7) Includes 40,000 shares owned by Skylark Partners, a partnership of which
Mr. Shack is a general partner.

(8) Includes 7,500 shares issuable upon exercise of currently exercisable stock
options granted under the Company's 1985 Stock Option Plan, and 8,750
shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.

(9) Includes 7,320 owned by Mr. Bogen's spouse, as to which Mr. Bogen disclaims
beneficial ownership.

(10) Represents 7,500 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan, and
12,500 shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.

(11) Includes 52,000 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan; 63,750
shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan; and 66,667 shares
issuable upon exercise of options granted to Mitchell Levy that are
currently exercisable or exercisable within 60 days of the date of this
Proxy Statement.

------------------------
In the event of the death of Michael Weinstein, the Company has agreed to
purchase from his estate, at the option of his executor or legal representative,
such number of shares of Common Stock as may be purchased with the proceeds of a
$5,000,000 insurance policy maintained by the Company on the life of Mr.
Weinstein, at a price per share equal to the greater of the then book value or
the then fair market value of such shares. The Company is obligated to maintain
$5,000,000 of insurance on the life of Mr. Weinstein during the term of the
agreement.

PROPOSAL 1: ELECTION OF DIRECTORS

A board of eight directors is to be elected at the Meeting. Unless a proxy
shall specify that it is not to be voted for the directors, it is intended that
the shares represented by each duly executed and returned proxy will be voted IN
FAVOR of the election as directors of the persons named below.

Each of the persons named below is at present a director of the Company. If
for any reason any nominee is not a candidate for election at the Meeting, such
proxies will be voted for a substitute nominee and for the others named below.
The Board does not anticipate that any of the nominees will not be a candidate.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
- ------------------------ --- ----------------------------------------------------------------------- --------
<S> <C> <C> <C>
Ernest Bogen............ 67 Chairman of the Board of the Company 1983
Michael Weinstein....... 55 President of the Company 1983
Vincent Pascal.......... 55 Vice President and Secretary of the Company 1985
Robert Towers........... 51 Vice President and Treasurer of the Company 1987
Andrew Kuruc............ 41 Vice President and Controller of the Company 1989
Paul Gordon............. 47 Vice President of the Company 1996
Donald D. Shack......... 70 Attorney, member of law firm of Shack & Siegel, P.C., general counsel 1985
to the Company
Jay Galin............... 62 President, G. & G. Shops, Inc. 1988
</TABLE>

- ------------------

ERNEST BOGEN has been a director of the Company since its inception in
January 1983 and was also Secretary until September 1985 and Treasurer until
March 1987. He was elected Chairman of the Board of Directors of the Company in
September 1985. Since 1978, Mr. Bogen has been an officer, director and 25%
shareholder of Easy Diners, Inc., a restaurant management company which operates
a restaurant in New York City. Mr. Bogen is also an officer, director, and 25%
shareholder of RSB Corp. which operates a restaurant in New York City that it
acquired in June 1997. For the past four years, Mr. Bogen has also been the
majority owner of Compass Cafe, Inc., the owner and operator of a restaurant and
market in South Miami Beach, Florida. Since October 1994 and October 1995,
respectively, Mr. Bogen has been the majority owner of Palace Grill, Inc. and
Washington Tavern, Inc., each of which owns and operates a restaurant in Miami
Beach, Florida.

MICHAEL WEINSTEIN has been President and a director of the Company since
its inception in January 1983. Mr. Weinstein has been an officer, director and
25% shareholder of Easy Diners, Inc. since 1978 and RSB Corp. since June 1997.
Mr. Weinstein spends substantially all of his business time on Company-related
matters.

VINCENT PASCAL was elected Vice President and a director of the Company in
October 1985. Mr. Pascal became Secretary of the Company in January 1994.

ROBERT TOWERS has been employed by the Company since November 1983 and was
elected Vice President, Treasurer and a director in March 1987.

ANDREW KURUC was elected Vice President of the Company in 1993 and a
director of the Company in November 1989. Mr. Kuruc has been employed as
Controller of the Company since April 1987.

PAUL GORDON has been employed by the Company since 1983 and was elected as
a director in November 1996. Mr. Gordon is the manager of the Company's Las
Vegas operations and Vice President and a director of the Company's Las Vegas
subsidiaries. Prior to assuming that role in 1996, Mr. Gordon was the manager of
the Company's operations in Washington, D.C. commencing in 1989.

DONALD D. SHACK was elected a director of the Company in October 1985.
Since April 1993, Mr. Shack has been a member of the law firm of Shack & Siegel,
P.C., general counsel to the Company. From January 1990 to April 1993, Mr. Shack
was a member of the law firm of Whitman & Ransom, which firm was general counsel
to the Company during that time. Mr. Shack is also a director of the following
publicly-held companies: Andover Togs, Inc., International Citrus Corporation
and Just Toys, Inc.

JAY GALIN was elected a director of the Company in January 1988. Since
August 1998, Mr. Galin has been Chairman of the Board of G & G Retail Holdings,
Inc. and its subsidiary G & G Retail, Inc., a chain of retail clothing stores.
For more than five years prior thereto, Mr. Galin was President of its
predecessor, G. & G. Shops, Inc.

------------------------

The Company provides purchasing and bookkeeping services to restaurants in
which Messrs. Weinstein and Bogen have interests, for which the Company receives
a fee which has not exceeded $30,000 in any fiscal year.

All officers of the Company are elected by and serve at the pleasure of the
Board. There are no family relationships among any of the directors.

Messrs. Galin and Shack, the Company's non-employee directors, were each
paid $5,000 in fiscal year 1998 for their services to the Company as directors.

The Company made loans to Robert Towers and Vincent Pascal, which loans
were made in connection with the exercise of stock options as provided under the
Company's 1985 Stock Option Plan. All of the loans bear interest at the prime
rate in effect from time to time. The loans are payable on demand. During fiscal
1998, the largest amount of indebtedness of Mr. Towers outstanding at any one
time was $278,882. As of January 12, 1999, Mr. Towers was indebted to the
Company in the amount of $290,882. During fiscal 1998, the largest amount of
indebtedness of Mr. Pascal outstanding at any one time was $170,322. As of
January 12, 1999, Mr. Pascal was indebted to the Company in the amount of
$204,572.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Messrs. Shack and Bogen currently serve as members of the Stock Option
Committee of the Board. The Stock Option Committee administers the Company's
1996 Stock Option Plan. During the last fiscal year the Stock Option Committee
held no meetings and took action on one occasion by unanimous written consent of
the members of the Committee.

Messrs. Galin and Shack currently serve as members of the Audit Committee
of the Board of Directors. The Audit Committee is responsible for, among other
things, receiving and reviewing the recommendations of the independent auditors,
reviewing consolidated financial statements of the Company, meeting periodically
with the independent auditors and Company personnel with respect to the adequacy
of internal accounting controls, resolving potential conflicts of interest and
reviewing the Company's accounting policies. The Audit Committee held one
meeting during the past fiscal year.

Messrs. Bogen, Galin and Shack currently serve as members of the
Compensation Committee. The Compensation Committee is responsible for reviewing
the Company's compensation policies, establishing the compensation for the
President and Chief Executive Officer of the Company and making recommendations
on compensation for other executive officers of the Company. The Compensation
Committee held one meeting during the past fiscal year.

The Company does not now, and did not during the past fiscal year, have a
Nominating Committee.

During the Company's past fiscal year, the Board held two meetings and took
action on three occasions by unanimous written consent of the members of the
Board. Each member of the Board attended at least 75% of the meetings of the
Board and committees on which he served, except for Paul Gordon and Ernest Bogen
who were absent from one meeting held by the Board during the past fiscal year.

EXECUTIVE COMPENSATION

The Summary Compensation Table shown below sets forth certain information
concerning the annual and long-term compensation for services in all capacities
to the Company for the 1998, 1997 and 1996 fiscal years, of those persons who
were, at October 3, 1998, (i) President and Chief Executive Officer of the
Company and (ii) the other four most highly compensated executive officers of
the Company. No other executive officer of the Company received a salary in
excess of $100,000 in fiscal 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
COMPENSATION
--------------------- ------------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS AWARDED(#)
- --------------------------------------------------------------- ---- --------- -------- ------------------
<S> <C> <C> <C> <C>
Michael Weinstein ............................................. 1998 400,354 80,190 --
President and Chief Executive Officer 1997 328,489 32,295 50,000
1996 316,950 -- --

Vincent Pascal ................................................ 1998 205,167 40,180 --
Vice President and Secretary 1997 165,707 16,090 17,500
1996 160,900 -- --

Robert Towers ................................................. 1998 199,513 40,180 --
Vice President and Treasurer 1997 163,167 16,090 17,500
1996 154,900 -- --

Andrew Kuruc .................................................. 1998 160,019 31,400 --
Vice President and Controller 1997 142,946 14,000 17,500
1996 137,012 -- --

Mitchell Levy ................................................. 1998 134,615 -- 100,000
Vice President 1997 -- -- --
1996 -- -- --
</TABLE>

OPTIONS GRANTS IN LAST FISCAL YEAR

The table shown below sets forth certain information at October 3, 1998
with respect to options to purchase the Company's Common Stock granted in fiscal
year 1998 under the Company's 1996 Stock Option Plan for the President and Chief
Executive Officer of the Company and the other four most highly compensated
executive officers of the Company during the past fiscal year.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL
- ------------------------------------------------------------------------------------------- RATES OF STOCK
PERCENT OF TOTAL PRICE APPRECIATION FOR
OPTIONS GRANTED EXERCISE OPTION TERM
OPTIONS TO EMPLOYEES TO PRICE EXPIRATION ----------------------
NAME GRANTED(#) FISCAL 1997 ($/SHARE) DATE 5%($) 10%($)
- ------------------------------- ---------- ---------------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael Weinstein.............. -- -- -- -- -- --
Vincent Pascal................. -- -- -- -- -- --
Robert Towers.................. -- -- -- -- -- --
Andrew Kuruc................... -- -- -- -- -- --
Mitchell Levy.................. 100,000(1) 100% 11.375 3/23/2003 $276,000 $611,000
</TABLE>

- ------------------

(1) One third of the options are currently exercisable and an additional
one-third of the options become exercisable on each of March 23, 1999 and
March 23, 2000.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

The table shown below sets forth certain information at October 3, 1998
with respect to unexercised options to purchase shares of the Company's Common
Stock under the Company's 1985 Stock Option Plan for the President and Chief
Executive Officer of the Company and the other four most highly compensated
executive officers of the Company during the past fiscal year.

<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
IN-THE-MONEY VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END AT FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Weinstein..................... -- -- 13,000 -- $24,375 --
Vincent Pascal........................ -- -- 13,000 -- 24,375 --
Robert Towers......................... -- -- 13,000 -- 24,375 --
Andrew Kuruc.......................... -- -- 7,500 -- 14,063 --
Mitchell Levy......................... -- -- -- -- -- --
</TABLE>

- ------------------

(1) Based on the closing sale price on the NASDAQ/National Market System of the
Company's Common Stock on October 3, 1998.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

The graph set forth below compares the cumulative total shareholder return
on the Company's Common Stock for the period commencing October 1, 1993 and
ending October 3, 1998 against the cumulative total return on the NASDAQ Market
Index and a peer group comprised of those public companies whose business
activities fall within the same standard industrial classification code as the
Company. This graph assumes a $100 investment in the Company's Common Stock and
in each index on October 1, 1993 and that all dividends paid by companies
included in each index were reinvested.

[GRAPH]

<TABLE>
<CAPTION>
10/1/93 9/30/94 9/25/95 9/27/96 9/26/97 10/2/98
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Ark Restaurants Corp.................................. $100.00 80.00 101.33 98.67 117.33 105.33
Market Index -- Nasdaq Stock Market (US Companies).... $100.00 105.82 128.48 150.00 203.88 211.88
Peer Index -- NASDAQ/NYSE/AMEX Stocks (SIC 5800-5899;
US Companies)....................................... $100.00 95.03 117.93 136.78 145.51 151.39
Eating and drinking places
</TABLE>

The foregoing graph shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates such information by reference.

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee, consisting of Messrs. Bogen, Galin and Shack,
determines the compensation of the President and sets policies for and reviews
with the President the compensation awarded to the other principal executives.

The Company's current executive officers consist of the President, Messrs.
Pascal, Towers, Kuruc and Levy. The three elements of their compensation have
been salary, bonus and stock options.

The President is the founder of the Company. He owns over 1,051,000 shares
of Company stock, almost 28% of the outstanding shares. The Compensation
Committee believes he is very substantially motivated, both by reason of stock
ownership and commitment to the Company, to act on behalf of all shareholders to
optimize overall corporate performance. Accordingly, the Compensation Committee
has not considered it necessary to specifically relate the President's
compensation to corporate performance.

The President's annual salary was increased from $316,950 during fiscal
1996 to $328,489 in fiscal 1997 and $400,354 in fiscal 1998. The President was
also paid a bonus of $32,295 in fiscal 1997 and $80,190 in fiscal 1998. The
Compensation Committee believes the compensation paid to the President to be
comparable or less than that generally paid to chief executive officers at
comparable companies. In January 1997, he received options to purchase an
additional 50,000 shares of Common Stock.

The Compensation Committee relies extensively on the views of the President
in determining salaries paid to Messrs. Pascal, Towers, Kuruc and Levy. Their
salary levels are believed to be competitive with amounts paid to executives
with comparable qualifications, experience and responsibilities at companies of
comparable size and also reflect assessments of past performance and
expectations concerning future contributions to the Company and its business.

It is through the use of stock options that the Company has endeavored to
relate corporate performance and compensation of the other executives. The Board
believes that significant stock ownership is a major incentive in building
shareholder wealth and aligning the interests of employees and shareholders. In
January 1997, Messrs. Pascal, Towers and Kuruc each received options to purchase
17,500 shares of Common Stock. In March 1998, when Mr. Levy joined the Company,
he received options to purchase 100,000 shares, which options vest over a three
year period.

Stock options are granted by the Company's Stock Option Committee
consisting of Messrs. Shack and Bogen. They consult with the Compensation
Committee in awarding options to the Company's executives. All options granted
under the Company's 1996 Stock Option Plan were granted at an exercise price
equal to market price on the date of grant.

Jay Galin Ernest Bogen Donald D. Shack

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Ernest Bogen is Chairman of the Board of the Company and formerly an
executive officer of the Company. Mr. Bogen is also an officer, director and 25%
shareholder of each of Easy Diners, Inc. and RSB Corp., each of which is a
restaurant management company that operates a restaurant in New York City. Mr.
Weinstein is also an officer, director and 25% shareholder of Easy Diners, Inc.
and RSB Corp. Donald D. Shack is a member of the firm of Shack & Siegel, P.C.,
general counsel to the Company.

PROPOSAL 2: AMENDMENT TO THE COMPANY'S 1996 STOCK OPTION PLAN

The Board has approved and recommended for submission to the Company's
shareholders an amendment to the Plan that would increase the maximum number of
shares of Common Stock which may be issued under the Plan from 270,000 to
470,000. Options in respect of 247,500 shares are outstanding under the Plan
only 22,500 shares are available under the Plan for the issuance of additional
options. The Board believes that additional shares should be authorized to
enable the Company to continue to achieve the objectives of the Plan.
Accordingly, the Board has approved and recommends for submission to the
Company's shareholders an amendment to the Plan that would increase the
aggregate number of shares of Common Stock which may be issued under the Plan
from 270,000 to 470,000. The Plan is intended to encourage stock ownership by
directors, officers, employees, independent contractors and advisors of the
Company and its subsidiaries and thereby enhance their proprietary interest in
the Company.

A summary of the signification provisions of the Plan is set forth below.

ADMINISTRATION OF THE PLAN

The Plan is administered by a committee (the 'Committee') consisting of two
or more persons who are appointed by, and serve at the pleasure of, the Board
and each of whom is a 'non-employee director' as that term is defined in Rule
16b of the General Rules and Regulations under the Securities Exchange Act of
1934. Subject to the express provisions of the Plan, the Committee has the sole
discretion to determine to whom among those eligible, and the time or times at
which, options will be granted, the number of shares to be subject to each
option and the manner in and price at which options may be exercised. In making
such determinations, the Committee may take into account the nature and period
of service of eligible employees, their level of compensation, their past,
present and potential contributions to the Company and such other factors as the
Committee in its discretion deems relevant. Options are designated at the time
of grant as either 'incentive stock options' intended to qualify under Section
422 of the Internal Revenue Code (the 'Code') or 'non-qualified options' which
do not so qualify.

The Committee may amend, suspend or terminate the Plan at any time, except
that no amendment may be adopted without the approval of shareholders which
would (i) increase the maximum number of shares which may be issued pursuant to
the exercise of options granted under the Plan; (ii) change the eligibility
requirements for participation in the Plan; (iii) permit the grant of any
incentive stock option under the Plan with an option price of less than 100% of
the fair market value of the shares at the time such incentive stock option is
granted; or (iv) extend the term of any incentive stock options or the period
during which any incentive stock options may be granted under the Plan.

Unless the Plan is terminated earlier by the Board, the Plan will terminate
on January 9, 2006.

SHARES SUBJECT TO THE PLAN

Subject to adjustments resulting from changes in capitalization and
assuming approval of this Proposal by shareholders, no more than 470,000 shares
of Common Stock may be issued pursuant to the exercise of options granted under
the Plan. If any option expires or terminates for any reason, without having
been exercised in full, the unpurchased shares subject to such option will be
available again for purposes of the Plan.

Under certain circumstances involving a change in the number of shares of
Common Stock without the receipt by the Company of any consideration therefor,
such as a stock split, stock consolidation or payment of a stock dividend, the
class and aggregate number of shares of Common Stock in respect of which options
may be granted under the Plan, the class and number of shares subject to each
outstanding option and the option price per share will be proportionately
adjusted. In addition, if the Company is involved in a merger, consolidation,
dissolution or liquidation, the options granted under the Plan will be adjusted
or, under certain conditions, will terminate, subject to the right of the option
holder to exercise his option or a comparable option substituted at the
discretion of the Company prior to such event. An option may not be transferred
other than by will or by the laws of descent and distribution, and during the
lifetime of the option holder may be exercised only by such holder.

PARTICIPATION

The Committee is authorized to grant incentive stock options from time to
time to such employees of the Company or its subsidiaries, as the Committee, in
its sole discretion, may determine. Employees and directors of the Company or
its subsidiaries and independent contractors providing services to the Company
or its subsidiaries are eligible to receive non-qualified options under the
Plan. Members of the Committee are not eligible to receive options under the
Plan during their term of service on the Committee and for a period of one year
thereafter.

OPTION PRICE

The exercise price of each option is determined by the Committee, but may
not, in the case of incentive stock options, be less than 100% of the fair
market value of the shares of Common Stock covered by the option on the date the
option is granted. In the case of non-qualified options, the option price per
share may not be less than 85% of the fair market value of the shares of Common
Stock covered by the option on the date the option is granted. If an incentive
stock option is to be granted to an employee who owns over 10% of the total
combined voting power of all classes of the Company's stock, then the exercise
price may not be less than 110% of the fair market value of the Common Stock
covered by the incentive stock option on the date the option is granted.

ACQUISITION OF SHARES

In order to assist an optionee in the acquisition of shares of Common Stock
pursuant to the exercise of an option granted under the Plan, the Committee may
authorize (i) the extension of a loan to the optionee by the Company, (ii) the
payment by the optionee of the purchase price of the Common Stock in
installments, or (iii) the guarantee by the Company of a loan obtained by the
optionee from a third party. Such loans, installment payments or guarantees may
be authorized without security and, in the case of incentive stock options, the
rate of interest may not be less than the higher of the prime rate of a
commercial bank of recognized standing or the rate of interest imputed under
Section 483 of the Code.

TERMS OF OPTIONS

The Committee has the discretion to fix the term of each option granted
under the Plan, except that the maximum length of term of each option is 10
years, subject to earlier termination as provided in the Plan (five years in the
case of incentive stock options granted to an employee who owns over 10% of the
total combined voting power of all classes of the Company's stock).

FEDERAL INCOME TAX CONSEQUENCES OF NON-QUALIFIED OPTIONS

An employee who is granted a non-qualified option under the Plan will not
realize any income for Federal income tax purposes on the grant of an option. An
option holder will realize ordinary income for Federal income tax purposes on
the exercise of an option, provided the shares are not then subject to a
substantial risk of forfeiture within the meaning of Section 83 of the Code
('Risk of Forfeiture'), in an amount equal to the excess, if any, of the fair
market value of the shares of Common Stock on the date of exercise over the
exercise price thereof. If the shares are subject to a Risk of Forfeiture on the
date of exercise, the option holder will realize ordinary income for the year in
which the shares cease to be subject to a Risk of Forfeiture in an amount equal
to the excess, if any, of the fair market value of the shares on the date they
cease to be subject to a Risk of Forfeiture over the exercise price, unless the
option holder shall have made a timely election under Section 83(b) of the Code
to include in his income for the year of exercise an amount equal to the excess
of the fair market value of the shares of Common Stock on the date of exercise
over the exercise price. The amount realized for tax purposes by an option
holder by reason of the exercise of a non-qualified option granted under the
Plan is subject to tax reporting and withholding by the Company and the Company
is entitled to a deduction in an amount equal to the income so realized by an
option holder provided all necessary reporting requirements under the Code are
met.

Provided that an employee satisfies certain holding period requirements
provided by the Code, an employee will realize long-term capital gain or loss,
as the case may be, if the shares issued upon exercise of a non-qualified option
are disposed of more than one year after (i) the shares are transferred to the
employee or (ii) if the shares were subject to a Risk of Forfeiture on the date
of exercise and a valid election under Section 83(b) of the Code shall not have
been made, the date as of which the shares cease to be subject to a Risk of
Forfeiture. The amount recognized upon such disposition will be the difference
between the option holder's basis in such shares and the amount realized upon
such disposition. Generally, an option holder's basis in the shares will be
equal to the exercise price plus the amount of income recognized with respect to
the option.

FEDERAL INCOME TAX CONSEQUENCES OF INCENTIVE STOCK OPTIONS

An incentive stock option holder who meets the eligibility requirements of
Section 422 of the Code will not realize income for Federal income tax purposes,
and the Company will not be entitled to a deduction, on either the grant or the
exercise of an incentive stock option. If the incentive stock option holder does
not dispose of the shares acquired within two years after the date the incentive
stock option was granted to him or within one year after the transfer of the
shares to him, (i) any proceeds realized on a sale of such shares in excess of
the option price will be treated as long-term capital gain and (ii) the Company
will not be entitled to any deduction for Federal income tax purposes with
respect to such shares.

If an incentive stock option holder disposes of shares during the two-year
or one-year periods referred to above (a 'Disqualifying Disposition'), the
incentive stock option holder will not be entitled to the favorable tax
treatment afforded to incentive stock options under the Code. Instead, the
incentive stock option holder will realize ordinary income for Federal income
tax purposes in the year the Disqualifying Disposition is made, in an amount
equal to the excess, if any, of the fair market value of the shares of Common
Stock on the date of exercise over the exercise price.

An incentive stock option holder generally will recognize a long-term
capital gain or loss, as the case may be, if the Disqualifying Disposition is
made more than one year after the shares are transferred to the incentive stock
option holder. The amount of any such gain or loss will be equal to the
difference between the amount realized on the Disqualifying Disposition and the
sum of (x) the exercise price and (y) the ordinary income realized by the
incentive stock option holder as the result of the Disqualifying Disposition.

The Company will be allowed in the taxable year of a Disqualifying
Disposition a deduction in the same amount as the ordinary income recognized by
the incentive stock option holder provided all necessary reporting requirements
are met.

Notwithstanding the foregoing, if the Disqualifying Disposition is made in
a transaction with respect to which a loss (if sustained) would be recognized to
the incentive stock option holder, then the amount of ordinary income required
to be recognized upon the Disqualifying Disposition will not exceed the amount
by which the amount realized from the disposition exceeds the adjusted basis of
such shares. Generally, a loss may be recognized if the transaction is not a
'wash' sale, a gift or a sale between certain persons or entities classified
under the Code as 'related persons'.

ALTERNATIVE MINIMUM TAX

For purposes of computing the Federal alternative minimum tax with respect
to shares acquired pursuant to the exercise of incentive stock options, the
difference between the fair market value of the shares on the date of exercise
over the exercise price will be includible in alternative minimum taxable income
in the year of exercise if the shares are not subject to a Risk of Forfeiture;
if the shares are subject to a Risk of Forfeiture, the amount includible in
alternative minimum taxable income will be taken into account in the year the
Risk of Forfeiture ceases and will be the excess of the fair market value of the
shares at the date they cease to be subject to a Risk of Forfeiture over the
exercise price. The basis of the shares for alternative minimum tax purposes,
generally, will be an amount equal to the exercise price, increased by the
amount of the tax preference taken into account in computing the

alternative minimum taxable income. In general the alternative minimum tax is
the excess of 26% of alternative minimum taxable income up to $175,000 and 28%
of such income above $175,000 over the regular income tax, in each case subject
to various adjustments and exemptions.

DEDUCTIONS FOR FEDERAL INCOME TAX PURPOSES

Pursuant to the Omnibus Budget Reconciliation Act of 1993, for fiscal years
beginning on and after January 1, 1994, the Company will not be able to deduct
compensation to certain employees to the extent compensation exceeds one million
dollars per tax year. Covered employees include the chief executive officer and
the four other highest paid senior executive officers of the Company for the tax
year. Certain performance-based compensation, including stock options, is exempt
provided that the stock options are granted by a committee of the Board which is
comprised solely of two or more outside directors, the plan under which the
options are granted is approved by stockholders, and the plan states the maximum
number of shares with respect to which options may be granted during a specified
period to any employee. Currently the Company does not have any employees
earning in excess of $1,000,000.

REQUIRED VOTE

The affirmative vote of holders of a majority of the shares of Common Stock
present and voting, in person or by proxy, at the Annual Meeting is required to
approve the amendment to the Plan. The Board recommends a vote FOR the following
resolution:

'RESOLVED, that the Company's 1996 Stock Option Plan be amended
to increase the maximum number of shares of Common Stock
available for issuance thereunder from 270,000 to 470,000.'

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

It is proposed that shareholders ratify the appointment by the Board of
Deloitte & Touche LLP as independent auditors for the Company for the fiscal
year ending October 2, 1999. The Company expects representatives of Deloitte &
Touche LLP to be present at the Meeting and available to respond to appropriate
questions submitted by shareholders. Such representatives will also be accorded
an opportunity at such time to make such statements as they may desire.

Approval by the shareholders of the appointment of independent auditors is
not required, but the Board deems it desirable to submit this matter to
shareholders. If holders of a majority of the outstanding shares of Common Stock
present and voting at the meeting do not approve the appointment of Deloitte &
Touche LLP, the selection of independent auditors will be reconsidered by the
Board.

The Board recommends that you vote FOR ratification of the appointment of
Deloitte & Touche LLP as independent auditors for the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (the 'Commission') and the NASDAQ/National Market System.
Officers, directors and greater than ten percent stockholders are required by
the Commission's regulation to furnish the Company with copies of all Forms 3, 4
and 5 they file.

Based solely on the Company's review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during fiscal 1998.

VOTING PROCEDURES

Pursuant to Commission rules, a designated blank space is provided on the
proxy card to withhold authority to vote for one or more nominees for director
and boxes are provided on the proxy card for shareholders to mark if they wish
to abstain on Proposal 2. Votes withheld in connection with the election of one
or more of the nominees for director will not be counted in determining the
votes cast and will have no effect on the vote. With respect to the tabulation
of votes cast on a specific proposal presented to shareholders at the Meeting,
abstentions will be considered as present and voting with respect to that
specific proposal, whereas broker non-votes will not be considered as present
and voting with respect to that specific proposal. Abstentions are not counted
in determining the votes cast with respect to the ratification of the selection
of independent auditors and will have no effect on the vote.

Under the rules of the National Association of Securities Dealers, brokers
who hold shares in street name for customers have the authority to vote on
certain items when they have not received instructions from beneficial owners.
Brokers that do not receive instructions are entitled to vote upon the election
of directors and the selection of independent auditors.

SHAREHOLDER PROPOSALS

To be included in the Company's proxy statement and proxy relating to the
Company's 1999 Annual Meeting of Shareholders, shareholder proposals should be
received by the Company on or before October 15, 1999.

ANNUAL REPORT

The 1998 Annual Report of the Company, including financial statements, is
being mailed together with this Notice of Annual Meeting of Shareholders, Proxy
Statement and Proxy to each shareholder of record on February 2, 1999.

OTHER MATTERS

As of the date of this Proxy Statement, the Board is not aware of any other
matters to be presented for action. However, if any other matters are properly
brought before the Meeting, it is intended that the persons voting the
accompanying proxy will vote the shares represented thereby in accordance with
their best judgment.

THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 3, 1998, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO, TO EACH OF THE COMPANY'S
SHAREHOLDERS OF RECORD ON FEBRUARY 2, 1999 AND EACH BENEFICIAL SHAREHOLDER ON
THAT DATE, UPON RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO THE COMPANY'S
OFFICES, 85 FIFTH AVENUE, NEW YORK, NEW YORK 10003, ATTENTION: TREASURER.
REQUESTS FROM BENEFICIAL SHAREHOLDERS MUST SET FORTH A GOOD FAITH REPRESENTATION
AS TO SUCH OWNERSHIP ON THAT DATE.

IT IS IMPORTANT THAT THE ACCOMPANYING PROXY BE RETURNED PROMPTLY.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE
EARNESTLY REQUESTED TO DATE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE
TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.

MANNER AND EXPENSES OF SOLICITATION

The solicitation of proxies in the accompanying form is made by the Board
and all costs thereof will be borne by the Company. In addition to the
solicitation of proxies by the use of the mails, some of the officers, directors
and other employees of the Company may also solicit proxies personally or by
mail, telephone, or telegraph but they will not receive additional compensation
for such services. The Company may also retain the services of a professional
proxy solicitation firm to assist in the solicitation

of proxies. Brokerage firms, custodians, banks, trustees, nominees or other
fiduciaries holding shares of the Common Stock in their names will be requested
by the Company to forward proxy material to their principals and will be
reimbursed for their reasonable out-of-pocket expenses incurred in respect
thereto.

ARK RESTAURANTS CORP.

New York, New York
February 5, 1999

Appendix I

ARK RESTAURANTS CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
MARCH 10, 1999

THE UNDERSIGNED, revoking all previous proxies, hereby appoints MICHAEL
WEINSTEIN, ROBERT TOWERS and DONALD D. SHACK, or any of them as attorneys,
agents and proxies with power of substitution, and with all powers the
undersigned would possess if personally present, to vote all shares of Common
Stock of ARK RESTAURANTS CORP. (the 'Company') which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held on
Wednesday, March 10, 1999 at 10:00 A.M. local time at Bryant Park Grill, 25 West
40th Street, New York, New York, and at all adjournments thereof. The shares
represented by this Proxy will be voted as indicated below upon the following
matters, all more fully described in the Proxy Statement.

(1) ELECTION OF A BOARD OF EIGHT DIRECTORS

<TABLE>
<CAPTION>
WITHHOLD AUTHORITY
NOMINEE VOTE FOR TO VOTE FOR
- ----------------------------- --------------- ------------------------------------------
<S> <C> <C>
Ernest Bogen [ ] [ ]
Michael Weinstein [ ] [ ]
Vincent Pascal [ ] [ ]
Robert Towers [ ] [ ]
Andrew Kuruc [ ] [ ]
Donald D. Shack [ ] [ ]
Jay Galin [ ] [ ]
Paul Gordon [ ] [ ]
</TABLE>

(See reverse side)

(2) Approval of the Amendment to the Company's 1996 Stock Option Plan.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(3) Ratification of the appointment of Deloitte & Touche LLP as independent
auditors for the 1999 fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

(4) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN. IF NO SUCH INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN FAVOR OF ELECTION OF THE NOMINEES FOR DIRECTORS
DESIGNATED BY THE BOARD OF DIRECTORS AND FOR ITEM 2 AND ITEM 3.

Dated: _____________________, 1999
__________________________________
SIGNATURE

NOTE: Please sign exactly as your
name or names appear hereon. Joint
owners should each sign
personally. When signing as
executor, administrator,
corporation, officer, attorney,
agent, trustee or guardian, etc.,
please add your full title to your
signature.

NOTE: Please mark, date, sign and mail this proxy in the envelope enclosed for
this purpose. No postage is required for mailing in the United States.

<PAGE>