<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box: [_] Confidential, for Use of the
Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Prandium, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
[X] No fee required.
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF PRANDIUM, INC. (TM)]
PRANDIUM, INC.
18831 Von Karman Avenue
Irvine, California 92612
Dear Stockholder:
On behalf of our Board of Directors, I cordially invite you to attend
Prandium, Inc.'s 2000 Annual Meeting of Stockholders to be held at the
Radisson Hotel & Conference Center, 9700 Bluegrass Parkway, Louisville,
Kentucky 40299, on Thursday, June 22, 2000 at 10:00 a.m. local time.
The attached Proxy Statement describes in detail the matters expected to
be acted upon at the meeting, including electing six directors, all of
whom are present directors of the Company, and ratifying the selection of
KPMG LLP as the Company's independent public accountants. Mr. David J.
Ament has recently replaced David B. Kaplan, a director of the Company
since 1996. We want to express our appreciation to Mr. Kaplan for his
valuable contributions to the Company during his service on the Board.
Following the meeting, we will also report on the Company's progress and
respond to questions you may have about the Company's business.
We hope that you will be able to attend and participate in the meeting.
Whether or not you plan to attend, it is important that your shares be
represented and voted at the meeting. Please complete, sign, date and
return the accompanying proxy card as promptly as possible. If you attend
the meeting, you may vote in person even if you previously have mailed
your proxy card. Your proxy is revocable in accordance with the procedures
set forth in the Proxy Statement.
Sincerely,
/s/ KEVIN S. RELYEA
------------------------
Kevin S. Relyea
Chairman of the Board
Irvine, California
May 5, 2000
<PAGE>
[LOGO OF PRANDIUM(TM) INC. APPEARS HERE]
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 22, 2000
----------------
To the Stockholders of Prandium, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Prandium, Inc., a Delaware corporation (the "Company"), will be
held at the Radisson Hotel & Conference Center, 9700 Bluegrass Parkway,
Louisville, Kentucky 40299, on Thursday, June 22, 2000 at 10:00 a.m. local
time for the following purposes:
1. To elect six directors to serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified;
2. To ratify the selection of KPMG LLP as the Company's independent
accountants for the Company's fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on April 28, 2000 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. Stockholders of record as of the record date will be admitted to the
Annual Meeting upon presentation of identification. Stockholders who own
shares of the Company's common stock beneficially through a bank, broker or
other nominee will be admitted to the Annual Meeting upon presentation of
identification and proof of ownership or a valid proxy signed by the record
holder. A recent brokerage statement or a letter from a bank or broker are
examples of proof of ownership. Any other persons will be admitted at the
discretion of the Company, as seating is limited.
Whether or not you plan to attend the Annual Meeting, you are urged to read
the Proxy Statement and then complete, sign and date the enclosed proxy card
and return it as promptly as possible in the enclosed, postage-prepaid
envelope to ensure the presence of a quorum for the meeting. Even if you have
given your proxy, you may still vote in person if you attend the Annual
Meeting. Please note, however, that if your shares are held of record by a
broker, bank or other nominee, and you wish to vote at the meeting, you must
obtain from the record holder a proxy issued in your name.
By Order of the Board of Directors
/s/ TODD E. DOYLE
--------------------------------
Todd E. Doyle
Executive Vice President, General
Counsel and Secretary
Irvine, California
May 5, 2000
<PAGE>
PRANDIUM, INC.
18831 Von Karman Avenue
Irvine, California 92612
----------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
to be held
June 22, 2000
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This Proxy Statement is furnished and the enclosed proxy is solicited on
behalf of the Board of Directors of Prandium, Inc., a Delaware corporation
(the "Company"), for use at the Annual Meeting of Stockholders to be held on
Thursday, June 22, 2000, at 10:00 a.m. local time (the "Annual Meeting"), or
at any adjournment or postponement thereof, for the purposes set forth herein
and in the accompanying Notice of Annual Meeting. The Annual Meeting will be
held at the Radisson Hotel & Conference Center, 9700 Bluegrass Parkway,
Louisville, Kentucky 40299. The Company intends to first mail this Proxy
Statement and accompanying proxy card to all stockholders entitled to vote at
the Annual Meeting on or about May 12, 2000.
The stockholders of the Company will consider and vote upon the following
proposals:
(1) the election of six directors to serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified;
(2) the ratification of the selection of KPMG LLP as the Company's
independent accountants for the Company's fiscal year ending December 31,
2000; and
(3) such other business as may properly come before the Annual Meeting or
any adjournment or postponement thereof.
Solicitation
The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock, par
value $.01 per share of the Company (the "Common Stock"), beneficially owned
by their customers or principals to forward to such beneficial owners. The
Company may reimburse persons representing beneficial owners of Common Stock
for their costs of forwarding solicitation materials to such beneficial
owners. Original solicitation of proxies by mail may be supplemented by
telephone, telegram, facsimile or personal solicitation by the directors,
officers or other regular employees of the Company and its affiliates. No
additional compensation will be paid to the directors, officers or other
regular employees for such services.
Voting Rights and Outstanding Shares
Only the holders of record of Common Stock at the close of business on April
28, 2000 (the "Record Date") are entitled to receive notice of, and to vote
at, the Annual Meeting. Each share of Common Stock entitles the holder thereof
to one vote. Stockholders are not permitted to cumulate their shares of Common
Stock for the purpose of electing directors or otherwise. At the close of
business on the Record Date, there were 180,380,513 shares of Common Stock
issued and outstanding.
The presence at the Annual Meeting, either in person or by proxy, of
stockholders entitled to cast a majority of all votes entitled to be cast at
the Annual Meeting constitutes a quorum for the transaction of business at the
Annual Meeting.
<PAGE>
All properly executed written proxy cards that are delivered pursuant to the
solicitation (and not later revoked) will be voted at the Annual Meeting in
accordance with the instructions given in the proxy. If a written proxy card
is signed by a registered stockholder and returned without instructions, the
shares will be voted in accordance with the Board of Directors' recommendation
as set forth herein with respect to the proposals. Voting your proxy by mail
will not limit your right to vote at the Annual Meeting if you decide later to
attend in person. If your shares are held in the name of a broker, bank or
other record holder, you must either direct the record holder as to how to
vote your shares or obtain a proxy from the record holder to vote at the
Annual Meeting. Under Delaware law, shares represented by proxy that reflect
abstentions or "broker non-votes" (i.e., shares held by a broker or nominee
that are represented at the Annual Meeting, but with respect to which such
broker or nominee is not empowered to vote on a particular proposal) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. The affirmative vote of the holders of
at least a majority of the voting power of the Common Stock present in person
or represented by proxy at the Annual Meeting is required to approve each of
the proposals. Abstentions and broker non-votes will not count as votes for or
against proposals acted on at the Annual Meeting.
The Board of Directors knows of no matters to come before the Annual Meeting
other than the matters referred to in this Proxy Statement. If, however, any
matters properly come before the Annual Meeting, it is the intention of each
of the persons named in the accompanying proxy to vote such proxies in
accordance with such person's discretionary authority to act in such person's
best judgment.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive offices, 18831
Von Karman Avenue, Suite 300, Irvine, California 92612, a written notice of
revocation, or a duly executed proxy bearing a later date, or it may be
revoked by attending the Annual Meeting and voting in person. Attendance at
the Annual Meeting will not, by itself, revoke a proxy.
2
<PAGE>
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The Company's Sixth Amended and Restated Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), and Second Amended and Restated
Bylaws (the "Bylaws") provide that the Board of Directors shall be elected by
the stockholders at each annual meeting of stockholders, and each director so
elected shall hold office until such director's successor is duly elected and
qualified, or until such director's death, or until such director's earlier
resignation or removal.
The Company's Certificate of Incorporation provides that the number of
directors that shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted from time to time by the Board
of Directors. The authorized number of directors is currently set at six and
there are no vacancies with respect thereto.
If any nominee should become unavailable for election as a result of any
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for
election has agreed to serve if elected, and management has no reason to
believe that any nominee will be unavailable to serve. If elected at the
Annual Meeting, each of the six nominees would serve until the annual meeting
to be held in the year 2001, in each case until their successor is elected and
has qualified, or until such director's earlier death, resignation or removal.
The following six persons have been selected by the Board of Directors as
nominees for election to the Board of Directors: Kevin S. Relyea, A. William
Allen, III, David J. Ament, Peter P. Copses, George G. Golleher, and Antony P.
Ressler. All of the nominees are incumbent directors.
Certain Information Regarding Nominees
See "Board of Directors and Executive Officers" for the experience and
background of each of the nominees.
Vote Required
The affirmative vote of the holders of a majority of votes cast at the
Annual Meeting will be required to elect each director. Under applicable
Delaware law, in tabulating the vote, broker non-votes and abstentions will be
disregarded and will have no effect on the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
IN FAVOR OF EACH OF THE ABOVE-NAMED NOMINEES.
3
<PAGE>
PROPOSAL NUMBER TWO
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected and approved KPMG LLP as the Company's
independent accountants for the Company's fiscal year ending December 31, 2000
(the "2000 Fiscal Year"), and has further directed that management submit the
selection of independent accountants for ratification by the stockholders at
the Annual Meeting. KPMG LLP has audited the Company's financial statements
since 1994. Representatives of KPMG LLP are expected to be present at the
Annual Meeting, will make a statement if they so desire, and will be available
to respond to appropriate questions.
Vote Required
Stockholder ratification of the selection of KPMG LLP as the Company's
independent accountants is not required by the Company's Bylaws or otherwise.
However, the Board of Directors is submitting the selection of KPMG LLP to the
stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board of Directors and the
Audit Committee will reconsider whether or not to retain that firm. Even if
the selection is ratified, the Board of Directors and the Audit Committee in
their discretion may direct the appointment of a different independent
accounting firm at any time during the 2000 Fiscal Year if they determine that
such a change would be in the best interests of the Company and its
stockholders.
The affirmative vote of the holders of a majority of votes cast at the
Annual Meeting will be required to ratify the selection of KPMG LLP as the
Company's independent accountants for the 2000 Fiscal Year. Under applicable
Delaware law, in tabulating the vote, broker non-votes and abstentions will be
disregarded and will have no effect on the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL NUMBER TWO.
4
<PAGE>
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS AND SENIOR MANAGEMENT
Directors, Executive Officers and Senior Management
The following table sets forth certain information with respect to the
Directors, executive officers and senior management of the Company as of the
Record Date:
<TABLE>
<CAPTION>
Name Age Position With Company
---- --- ---------------------
<C> <C> <S>
Kevin S. Relyea................ 45 President, Chief Executive Officer and
Chairman of the Board
A. William Allen, III.......... 40 Director
David J. Ament................. 25 Director
Peter P. Copses................ 41 Director
George G. Golleher............. 52 Director
Antony P. Ressler.............. 39 Director
William D. Burt................ 47 Executive Vice President, President of El
Torito Restaurants, Inc.
Roger K. Chamness.............. 47 Executive Vice President, President of Chi-
Chi's, Inc.
Gayle A. DeBrosse.............. 42 Executive Vice President, President of Koo
Koo Roo, Inc.
Robert T. Trebing, Jr.......... 50 Executive Vice President and Chief Financial
Officer
Michael E. Malanga............. 46 Executive Vice President, Corporate
Development
Todd E. Doyle.................. 38 Executive Vice President, General Counsel and
Secretary
Robert D. Gonda................ 48 Vice President and Treasurer
Janie M. Bereczky.............. 44 Vice President, Taxes
</TABLE>
Kevin S. Relyea became a director in December 1995. In June 1998, Mr.
Relyea became Chairman of the Board. Mr. Relyea has served as Chief Executive
Officer since December 1995 and as President since August 1995. Mr. Relyea
joined the Company in January 1994 as Executive Vice President and President
of the Family Restaurant Division. From 1988 to January 1994, Mr. Relyea had
been Regional Vice President of the Jack in the Box operations for Foodmaker,
Inc. ("Foodmaker"). Mr. Relyea received an M.B.A. from Pepperdine University
in 1988.
A. William Allen, III has served as a director of the Company since October
1998. Mr. Allen previously served as Chief Executive Officer and Director of
Koo Koo Roo, Inc. from March 1998 until October 1998. Prior to his affiliation
with Koo Koo Roo, Inc., Mr. Allen spent seven years as CEO/President of La
Madeleine, a chain of upscale quick-service restaurants. Mr. Allen began his
career with Marriott Corporation in 1979, progressing to the position of
Senior Area Vice President of West Coast operations. Mr. Allen is currently
the Chief Executive Officer and a partner of Fleming's Pacific Steak House.
David J. Ament became a director in April 2000. Since 1998, Mr. Ament has
been associated with Apollo Advisors, L.P. ("Apollo") which, together with its
affiliates, serves as Managing General Partner of the Apollo investment funds.
Prior to 1998, Mr. Ament was a member of the Investment Banking Department at
Morgan Stanley & Co.
Peter P. Copses has served as a director since January 1994. Since 1990, Mr.
Copses has been a principal of Apollo which, together with its affiliates,
serves as managing general partner of the Apollo investment funds, and of Lion
Advisors, L.P., which serves as financial advisor to certain institutional
investors with respect to securities investments. Mr. Copses is also a
director of Rent-A-Center, Inc. and Zale Corporation.
George G. Golleher has served as a director since December 1998. Since
August 1999, Mr. Golleher has been engaged in private investing. Mr. Golleher
served as President and Chief Operating Officer of Fred Meyer, Inc. from March
1998 until July 1999. Mr. Golleher was Chief Executive Officer of Ralphs
Grocery Company
5
<PAGE>
("Ralphs") from January 1996 until July 1999 and was Vice Chairman from June
1995 to January 1996. Mr. Golleher was a director of Food 4 Less Supermarkets
since its inception in 1989 and was the President and Chief Operating Officer
of Food 4 Less Supermarkets from January 1990 until its merger with Ralphs.
Mr. Golleher is also a director of American Restaurant Group and Cyrk, Inc.
Antony P. Ressler has served as a director since January 1994. Mr. Ressler
is one of the founding principals of Apollo Advisors, L.P., Lion Advisors,
L.P., and Ares Management, L.P., which, together with their affiliates, act as
financial advisor to and representative for certain institutional investors
with respect to securities investments. Mr. Ressler is also a director of
Allied Waste Industries, Inc., Vail Resorts, Inc. and a member of the
supervisory Board of Directors of Buhrmann N.V.
William D. Burt has served as Executive Vice President of the Company and
President of El Torito Restaurants, Inc. since he joined the Company on April
8, 1996. Prior to joining the Company, Mr. Burt was the Vice President of
Operations at the Krystal Company from 1995 to 1996, and an Executive Vice
President at Taco Cabana from 1994 to 1995. Prior to 1994, Mr. Burt spent 23
years with Foodmaker. Mr. Burt received his M.B.A. from Pepperdine University
in 1988.
Roger K. Chamness has served as Executive Vice President since December 1995
and President of Chi-Chi's, Inc. since March 1996. Mr. Chamness joined the
Company at its inception. His previous position was Executive Vice President
of Finance and Administration for the Family Restaurant Division which he held
from October 1995 until June 1996. Mr. Chamness received a B.A. in Business
Economics from UCLA in 1975 and an M.B.A. in Finance and International
Business from UCLA in 1980.
Gayle A. DeBrosse serves as Executive Vice President of the Company and
President of Koo Koo Roo, Inc., and has so served since November 1998. She
joined the Company in December 1994 as a Vice President and later held the
position of Senior Vice President, Quality Assurance and Product Safety,
Purchasing and Distribution, Public Affairs. Prior to joining the Company, she
was Director of Product Development and Continuous Improvement at Taco Bell
from 1991 until 1994 and Director, Research and Development for Flagstar from
1982 to 1991. Ms. DeBrosse received a B.S. in Nutritional Sciences from
Arizona State University in 1979 and an M.S. in Agribusiness with Emphasis in
Food Science, Quality Assurance and Food Chemistry from Arizona State
University in 1982.
Robert T. Trebing, Jr. serves as Executive Vice President and Chief
Financial Officer and has so served since April 1997. He joined the Company at
its inception and has held the positions of Senior Vice President and Chief
Financial Officer, Senior Vice President of Finance, Vice President of
Finance, Vice President and Controller and Manager of Financial Reporting. Mr.
Trebing is a Certified Public Accountant. Mr. Trebing received a B.A. from
California State University at Fullerton in 1972 and an M.B.A. from the
University of Southern California in 1973.
Michael E. Malanga serves as Executive Vice President, Corporate
Development. He joined the Company at its inception as Director of Mergers and
Acquisitions and has held the positions of Vice President and Senior Vice
President. He was promoted to his current position in March 1998. Mr. Malanga
received a B.S. in Business Administration from the University of Southern
California in 1976.
Todd E. Doyle serves as Executive Vice President, General Counsel and
Secretary of the Company and has so served since October 1998. He joined the
Company as Legal Counsel in 1992 and has also held the positions of Senior
Legal Counsel and Vice President. Prior to joining the Company, Mr. Doyle
spent six years as a business transactional attorney and a business litigation
attorney with Seltzer Caplan Wilkins & McMahon in San Diego, California. Mr.
Doyle received a B.A. in Political Science and a B.A. in Sociology from the
University of California, Santa Barbara in 1983, and received a J.D. from
Loyola Law School, Los Angeles, California in 1986.
Robert D. Gonda serves as Vice President and Treasurer of the Company and
has so served since December 1998. He joined the Company at its inception and
has held the positions of Treasurer, Assistant Treasurer, and Director of
Financial Planning and Analysis. Mr. Gonda is a Certified Cash Manager. Mr.
Gonda received a B.A. in Political Science and Economics from the State
University of New York at Binghamton and an M.B.A. in Finance from Columbia
University Graduate School of Business.
6
<PAGE>
Janie M. Bereczky serves as Vice President, Taxes and has so served since
August 1992. She joined the Company in 1987 as Director of Taxes. Ms. Bereczky
has been a Certified Public Accountant since 1981. Ms. Bereczky received a
B.A. in Political Science from the University of California, Santa Barbara in
1978 and an M.B.A. in Taxation from Golden Gate University in 1985.
Information Regarding Meetings and Committees of the Board of Directors
During the fiscal year ended December 26, 1999 (the "1999 Fiscal Year"), the
Board of Directors held three regular meetings, three special meetings and
acted five times by unanimous written consent. During the 1999 Fiscal Year,
each member of the Board of Directors attended at least 75% of the aggregate
number of the meetings of the board and meetings of the Committee on which
they served except Messrs. Kaplan and Ressler. Mr. Kaplan resigned from the
Board in April 2000. In November 1998, the Board created an Audit Committee, a
Compensation Committee, and an Executive Committee. The Company does not have
a standing Nominating Committee.
Audit Committee. The Audit Committee held four meetings in the 1999 Fiscal
Year to review the Company's outside auditors' client service plan for its
year-end audit strategy, the Company's quarterly results, and earnings
releases. The Audit Committee is currently composed of Messrs. Copses,
Golleher and Allen. Among other things, the Audit Committee discusses the
scope and results of the audit with the independent public accountants,
reviews with management and the independent public accountants the Company's
interim and year-end operating results, considers the adequacy of the internal
accounting controls and audit procedures of the Company and reviews any non-
audit services to be performed by the independent public accountants.
Compensation Committee. The Compensation Committee held one meeting in the
1999 Fiscal Year. The Compensation Committee makes recommendations concerning
salaries and incentive compensation for the Company's management, and
otherwise determines compensation levels and performs such other functions
regarding compensation as the Board may delegate. The Compensation Committee
is currently composed of Messrs. Allen, Ressler and Ament.
Executive Committee. The Executive Committee did not meet in the 1999 Fiscal
Year. The Executive Committee is authorized to perform such functions as may
be delegated by the Board of Directors. The Executive Committee is currently
composed of Messrs. Copses, Relyea, and Ament.
Compensation of Directors
In the 1999 Fiscal Year, each non-employee director of the Company received
a quarterly fee of $6,250 for his services to the Company. Employee directors
do not receive any compensation for their service on the Board of Directors or
any Committee meetings thereof. Each non-employee director is reimbursed for
reasonable expenses incurred to attend Director and Committee meetings.
Effective November 1998, non-employee directors of the Company were eligible
to receive stock option grants under the Company's 1998 Stock Incentive Plan.
Under the Company's 1998 Stock Incentive Plan, in November 1998 each non-
employee director was granted an option to purchase 50,000 shares of the
Company's Common Stock. Subsequent to the November 1998 grants, following his
election to the Board of Directors in December 1998, Mr. Golleher was granted
an option to purchase 50,000 shares of Common Stock under the Company's 1998
Stock Incentive Plan. The options that were granted to the non-employee
directors have exercise prices equal to the fair market value of the
underlying Common Stock on the date of grant and are fully vested. No stock
option grants were made to the non-employee directors in the 1999 Fiscal Year.
Compensation Committee Interlocks and Insider Participation
During the 1999 Fiscal Year, Messrs. Allen, Kaplan and Ressler served on the
Compensation Committee. No member of the Compensation Committee has served as
an officer of the Company or any of its subsidiaries. Mr. Allen served as the
Chief Executive Officer and President of Koo Koo Roo, Inc. prior to the date
it became a subsidiary of the Company.
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the Record Date by: (i) each of
the Company's current directors; (ii) each of the Named Executive Officers (as
such term is defined under "Executive Compensation"); (iii) all Named
Executive Officers and directors of the Company as a group; and (iv) all those
known by the Company to be beneficial owners of more than five percent of its
Common Stock (the "Principal Stockholders"). This table is based on
information provided to the Company or filed with the Securities and Exchange
Commission (the "Commission") by the Company's directors, Named Executive
Officers and Principal Stockholders. Except as otherwise indicated, the
Company believes that the beneficial owners of the Common Stock listed below,
based on information furnished by such owners, have sole investment and voting
power with respect of such shares, subject to community property laws where
applicable. Applicable percentages are based on 180,380,513 shares outstanding
as of the Record Date, adjusted as required by rules promulgated by the
Commission.
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Name and Address of Beneficial Owner (1) Ownership(2) of Class
---------------------------------------- ------------ --------
<S> <C> <C>
Kevin S. Relyea.................................... 3,461,562 1.9%
A. William Allen, III.............................. 569,200 *
David J. Ament..................................... 0(3) *
Peter P. Copses.................................... 210,114(3) *
George G. Golleher................................. 50,000 *
Antony P. Ressler.................................. 852,569(3)(4) *
William D. Burt.................................... 835,017 *
Roger K. Chamness.................................. 1,849,999 1.0%
Gayle A. DeBrosse.................................. 520,277 *
Robert T. Trebing, Jr.............................. 521,575 *
AIF II, L.P........................................ 97,918,477(3)(5) 54.3%
2 Manhattanville Road
Purchase, NY 10577
Green Equity Investors, L.P........................ 19,700,257 10.9%
11111 Santa Monica Blvd., Suite 2000
Los Angeles, CA 90025
All Named Executive Officers and Directors as a
Group (14 persons)................................ 9,801,802 5.4%
</TABLE>
- --------
* Less than 1%
(1) Unless otherwise indicated, the business address of each stockholder
listed above is c/o the Company at 18831 Von Karman Avenue, Suite 300,
Irvine, California 92612.
(2) Includes shares issuable upon exercise of options exercisable within 60
days of April 28, 2000, as follows: Mr. Relyea, 2,422,585 shares; Mr.
Allen, 569,200 shares; Mr. Copses, 50,000 shares; Mr. Golleher, 50,000
shares; Mr. Ressler, 50,000 shares; Mr. Burt, 794,749 shares; Mr.
Chamness, 1,567,201 shares; Ms. DeBrosse, 458,800 shares; Mr. Trebing,
410,915 shares; and all directors and executive officers as a group,
7,145,159 shares.
(3) Messrs. Copses and Ressler are officers of Apollo Capital (as defined).
Each of Messrs. Ament, Copses and Ressler and the directors of Apollo
Capital disclaim beneficial ownership of all shares beneficially held by
AIF II, L.P. and Lion Advisors, L.P.
(4) Includes 802,569 shares held in a private charitable foundation.
(5) Includes 2,086,480 shares beneficially owned by Lion Advisors, L.P. for
the benefit of an investment account under management over which Lion
Advisors, L.P. has investment/dispositive power. The managing general
partner of AIF II, L.P. is Apollo Advisors, L.P. Lion Advisors, L.P. is
an affiliate of Apollo Advisors, L.P. The general partner of Apollo
Advisors, L.P. is Apollo Capital Management, Inc. ("Apollo Capital").
8
<PAGE>
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 directors and executive officers, and persons who own more than
10 percent of a registered class of the Company's equity securities to file
with the Commission initial reports of ownership and changes of reports in
ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater-than-10-percent stockholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the 1999 Fiscal Year, all Section 16(a) filing
requirements applicable to its officers, directors and greater-than-ten-
percent beneficial owners were timely met.
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth, in summary form, for each of the fiscal
years ended December 26, 1999, December 27, 1998, and December 28, 1997,
compensation paid by the Company to the individual who served as its Chief
Executive Officer, and the four other most highly compensated executives (the
"Named Executive Officers").
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------ ------------
Securities
Name and Principal Underlying All Other
Position Year Salary($) Bonus($) Options(#) Compensation($)
------------------ ---- --------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Kevin S. Relyea, 1999 475,000 142,500 -- 729(1)
Chairman of the Board, 1998 420,000 1,274,414(2) 4,182,253 4,378
President and Chief 1997 400,000 192,000 -- 4,226
Executive Officer
William D. Burt, 1999 268,832 21,600 -- 3,907(3)
Executive Vice
President 1998 236,250 503,948(4) 1,608,499 6,208
and President of El
Torito 1997 225,000 180,000 -- 3,372
Restaurants, Inc.
Roger K. Chamness, 1999 304,000 72,960 -- 1,188(1)
Executive Vice 1998 288,750 870,366(5) 2,156,132 3,976
President and President 1997 275,000 99,000 -- 3,214
of Chi-Chi's, Inc.
Gayle A. DeBrosse, 1999 190,000 38,000 -- 2,373(6)
Executive Vice 1998 163,444 222,250(7) 1,133,800 1,904
President and President 1997 148,394 51,826 -- 1,679
of Koo Koo Roo, Inc.
Robert T. Trebing, Jr., 1999 197,752 29,682 -- 1,478(1)
Executive Vice 1998 191,064 265,717(8) 511,733 1,158
President, Chief 1997 185,321 64,654 -- 1,116
Financial Officer
</TABLE>
- --------
(1) Amount shown represents the imputed value of life insurance provided by
the Company.
(2) Mr. Relyea received $201,600 pursuant to the Company's 1998 Management
Incentive Compensation Plan bonus program and $1,072,814 in connection
with the termination of the Company's Value Creation Units Plan.
(3) Mr. Burt received $261 representing the imputed value of life insurance
provided by the Company and $3,646 representing the Company's matching
funds under its Deferred Compensation Plan.
(4) Mr. Burt received $170,100 pursuant to the Company's 1998 Management
Incentive Compensation Plan bonus program and $333,848 in connection with
the termination of the Company's Value Creation Units Plan.
(5) Mr. Chamness received $69,300 pursuant to the Company's 1998 Management
Incentive Compensation Plan bonus program and $801,066 in connection with
the termination of the Company's Value Creation Units Plan.
(6) Ms. DeBrosse received $124 representing the imputed value of life
insurance provided by the Company and $2,249 representing the Company's
matching funds under its Deferred Compensation Plan.
(7) Ms. DeBrosse received $73,150 pursuant to the Company's 1998 Management
Incentive Compensation Plan bonus program and $149,100 in connection with
the termination of the Company's Value Creation Units Plan.
10
<PAGE>
(8) Mr. Trebing received $66,917 pursuant to the Company's 1998 Management
Incentive Compensation Plan bonus program and $198,800 in connection with
the termination of the Company's Value Creation Units Plan.
Compensation Pursuant to Stock Options
No stock options were granted to any Named Executive Officers during the
1999 Fiscal Year.
Aggregated Option Exercises in Last Fiscal Year and Year-end Option Values
<TABLE>
<CAPTION>
Number of Securities Underlying
Unexercised Options Held at Value of Unexercised In-the-Money
Fiscal Year-End 1999 Options at Fiscal Year-End 1999(1)
-------------------------------- ------------------------------------------
Name Exercisable(#) Unexerciseable(#) Exercisable($) Unexerciseable($)
---- -------------- ----------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Kevin S. Relyea......... 2,422,585 1,875,000 0 0
William D. Burt......... 794,749 813,750 0 0
Roger K. Chamness....... 1,567,201 675,000 0 0
Gayle A. DeBrosse....... 458,800 675,000 0 0
Robert T. Trebing, Jr... 410,915 150,000 0 0
</TABLE>
- --------
(1) The value of unexercised in-the-money options is calculated by
multiplying (A) the number of securities underlying such options by (B)
the difference between (i) the closing price of the Common Stock on the
Nasdaq National Market at December 26, 1999 and (ii) the option exercise
price. The closing value per share was $.1562 on the last trading day of
the 1999 Fiscal Year as reported on the Nasdaq National Market.
Employment Agreements
The Company has employment agreements with Messrs. Relyea, Chamness and Burt
and Ms. DeBrosse. Mr. Relyea's employment agreement, which was amended as of
November 9, 1998, provides that he will serve as the Company's Chief Executive
Officer through December 31, 2001, with an annual base salary of $475,000,
$498,750 and $523,687 in 1999, 2000 and 2001, respectively, or such higher
amount as may from time to time be determined by the Company. Mr. Relyea is
eligible to receive a bonus based upon certain performance measures and
targets.
The employment agreements with Messrs. Chamness and Burt were amended as of
November 9, 1998. The Company entered into an employment agreement with Ms.
DeBrosse on November 1, 1998. Each of the employment agreements provides for a
term ending on December 31, 2001. Pursuant to their respective employment
agreements, Messrs. Burt and Chamness are paid base salaries of $270,000, and
$304,000 respectively for 1999; $283,500, and $319,200, respectively for 2000;
and $297,675 and $335,160, respectively for 2001. Ms. DeBrosse is paid,
pursuant to her employment agreement, $190,000, $199,500 and $209,475 for
1999, 2000 and 2001, respectively, subject to certain increases based upon the
performance of the Company's Koo Koo Roo Restaurant Division. In addition,
such agreements provide for a bonus based upon certain performance measures
and targets.
The employment agreements with each of Messrs. Relyea, Burt and Chamness and
Ms. DeBrosse also provide for standard employee benefits, including, without
limitation, participation in the Company's pension, welfare and stock
incentive plans, to the extent the Company maintains any such plans.
Each of the employment agreements with Messrs. Relyea, Burt and Chamness and
Ms. DeBrosse provides that if the Company terminates the executive's
employment without "cause" or if the executive terminates his or her
employment for "good reason" (each as defined in the employment agreements),
then such executive shall be entitled to receive his or her base salary and
car allowance at the rate in effect at the time of termination for the
remainder of the term or one year from the date of termination, whichever is
greater and continued coverage under the Company's benefit programs through
the remainder of the term or one year from the date of
11
<PAGE>
termination, whichever is greater. The executive will receive annual incentive
award amounts equal to the amount of annual incentive earned in the previous
fiscal year for the remainder of the term or one year, whichever is greater.
The Company may elect to pay such severance payments in a lump sum equal to
the present value of future monthly payments.
In the event that any such executive is terminated without "cause" or for
"good reason" or in the event of a "change in control" (as defined in the
employment agreements), each executive's stock options will immediately vest.
The agreements with each of Messrs. Relyea, Burt and Chamness and Ms.
DeBrosse also provide that during the term of employment, and for three years
thereafter, such executive will not (i) disclose or use any "proprietary
information" (as defined in the employment agreements); or (ii) solicit any
employee to terminate employment with the Company.
12
<PAGE>
COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors during the 1999 Fiscal
Year was comprised of Messrs. Allen, Kaplan and Ressler, all non-employee
directors of the Company. The Compensation Committee is responsible for
setting and administering the policies governing compensation of the executive
officers of the Company, including cash compensation, stock ownership programs
and other benefits.
Compensation Philosophy:
The Company's compensation program is designed to offer executive officers
competitive compensation based both on the Company's performance and on the
individual's contribution, performance and leadership. The Company's
compensation policies are intended to motivate, reward and retain highly
qualified executives for long-term strategic management and the enhancement of
stockholder value, to support a performance-oriented environment that rewards
achievement of specific internal Company goals, and to attract and retain
executives whose abilities are critical to the long-term success and
competitiveness of the Company.
The three main components in the Company's executive compensation program
are:
. Base Salary
. Incentive Bonus
. Stock Incentives
Base Salary. The salaries of Messrs. Relyea, Chamness and Burt and Ms.
DeBrosse were fixed pursuant to the terms of their respective employment
agreements with the Company. The salaries of the other executive officers,
including Mr. Trebing, are determined annually with consideration given to
salaries paid to executives with similar responsibilities at comparable
companies. The peer group for each executive officer is composed of executives
whose responsibilities are similar in scope and content. In general, the
Company seeks to set executive compensation levels that are competitive with
the average levels of peer group compensation.
Incentive Bonus. Annual incentive bonuses for executive officers, if any,
are intended to reflect the Board of Directors' belief that a portion of the
annual compensation of each executive officer should be contingent upon the
performance of the Company, as well as the individual contribution of each
officer.
Stock Incentives. From time to time, the Company uses stock options and
other incentives as appropriate as long-term incentives to reward and retain
executive officers. The Compensation Committee, which had responsibility for
making option grants to executives under the 1998 Stock Incentive Plan in
1999, believes that stock option grants provide an incentive that focuses the
executives' attention on the Company from the perspective of an owner with an
equity stake in the business. Because options are typically granted with an
exercise price equal to the fair market value of the Common Stock on the date
of grant, the Company's stock will provide value to the recipient only when
the price of the Company's stock increases above the exercise price; that is,
only to the extent that stockholders as a whole have benefitted. Generally,
stock options granted to executive officers vest ratably over a four-year
period and optionees must be employed by the Company at the time of vesting in
order to exercise the options. No stock options were granted to any executives
of the Company during the 1999 Fiscal Year.
Employment Contracts
The Company offers employment contracts to key executives only when the
Company believes it is in the best interest of the Company and its
stockholders to attract and retain such key executives and to ensure
continuity and stability of management.
13
<PAGE>
Compensation of Chief Executive Officer and other Executives
The Board of Directors increased Mr. Relyea's salary in 1999 by 13% in
accordance with the terms of his employment agreement with the Company. Salary
increases for other senior executives effected during 1999 ranged from 3% to
10% and were based on individual performance, position, tenure, experience,
leadership, service to the Company and competitive data in compensation of
executives in comparable companies.
Pursuant to their employment agreements with the Company, senior executives
may receive an annual bonus as determined in accordance with the Company's
bonus plan after review by the Board of Directors. In reviewing the amount of
such bonuses, the Board of Directors considers the individual performance of
each executive and the performance of the Company.
Section 162(m) Policy:
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
provides that publicly held companies may not deduct compensation paid to
certain of its top executive officers to the extent such compensation exceeds
$1 million per officer in any year. However, pursuant to regulations issued by
the Treasury Department, certain limited exemptions to Section 162(m) apply
with respect to "qualified performance-based compensation" and to compensation
paid in certain circumstances by companies in the first few years following
their initial public offering of stock. Awards granted under the 1998 Stock
Incentive Plan constitute qualified performance-based compensation, and the
Company will continue to monitor the applicability of Section 162(m) to its
ongoing compensation arrangements. Accordingly, the Company does not expect
that amounts of compensation paid to its executive officers will fail to be
deductible on account of Section 162(m).
Respectfully submitted,
Members of the Compensation
Committee in 1999
A. William Allen, III
David B. Kaplan
Antony P. Ressler
The Compensation Committee's Report on Executive Compensation will not be
deemed to be incorporated by reference into any filing by 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 the same by reference.
14
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON
The following graph compares the annual cumulative total stockholder return
on the Common Stock from November 2, 1998, the first day the Common Stock was
traded on the Nasdaq National Market, through December 31, 1999, to the
cumulative total return of the Russell 2000 Index and the index of comparables
companies (SIC 5812--Eating Places). The graph assumes an investment of $100
in the Common Stock on each of the indices on November 2, 1998, and that all
dividends were reinvested. The return shown on the graph is not necessary
indicative of future performance.
[PERFORMANCE GRAPH APPEARS HERE]
FISCAL YEAR ENDING
COMPANY/INDEX/MARKET 11/02/1998 12/31/1998 12/31/99
PRANDIUM, INC. 100.00 60.00 16.66
Eating Places 100.00 112.60 107.10
Russell 2000 Index 100.00 111.46 133.29
The Stock Price Performance Graph will not be deemed to be incorporated by
reference into any filing by 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 the same by reference.
15
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Bylaws provide that the Company indemnify its directors and
may indemnify its officers, employees, and other agents to the fullest extent
permitted by law. The Company believes that indemnification under its Bylaws
covers at least negligence and gross negligence by indemnified parties, and
may require the Company to advance litigation expenses in the case of
stockholder derivative actions or other actions against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that
the indemnified party is not entitled to indemnification.
In addition, the Company's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty of care to the Company and
its stockholders. This provision in the Certificate of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Company for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for actions leading to improper
personal benefit to the director, and for payment of dividends or approval of
stock repurchases or redemptions that are unlawful under Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or state or federal environmental
laws.
The Company is aware that its majority stockholder AIF II, L.P. ("AIF") has
entered into a separate indemnification agreement with Mr. Golleher, a non-
employee director.
On December 1, 1998, the Company entered into a Nominating Agreement with
AIF. In exchange for AIF's agreement to terminate a Management Services
Agreement between the Company and an AIF affiliate, and to waive certain fees
thereunder, the Company agreed that, until AIF and its affiliates own less
than 23,958,000 shares of the Company's Common Stock: (a) the number of
directors of the Company will not exceed seven, (b) the Company will support
the nomination of, and use its best efforts to cause the Board of Directors to
include in the slate of nominees recommended to the stockholders for election
as directors, (i) four of AIF's nominees if AIF and its affiliates own
47,916,000 or more shares of the Company's Common Stock and (ii) two of AIF's
nominees if AIF and its affiliates own less than 47,916,000 but at least
23,958,000 shares of the Company's Common Stock and (c) at least one AIF
nominee shall serve on each committee of the Board of Directors (other than
those committees formed solely for the purpose of considering matters related
to AIF or its affiliates) and so long as AIF and its affiliates own at least
47,916,000 shares of the Company's Common Stock, AIF nominees shall constitute
a majority of the members of each of such committees.
The Company maintains insurance policies covering officers and directors
under which the insurers agree to pay, subject to certain exclusions,
including certain violations of securities laws, for any claim made against
the directors and officers of the Company for a wrongful act that they may
become legally obligated to pay or for which the Company is required to
indemnify the officers or directors. The Company believes that its Certificate
of Incorporation and provisions of the Bylaws, and such insurance policies are
necessary to attract and retain qualified persons as directors and officers.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to which
indemnification is being sought, nor is the Company aware of any threatened
litigation that may result in claims for indemnification by any director,
officer, employee or other agent.
16
<PAGE>
STOCKHOLDER PROPOSALS
The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's annual meeting
of stockholders to be held in the year 2001, pursuant to Rule 14a-8,
"Shareholder Proposals" of the Commission is 120 days before the anniversary
date of this proxy. Stockholder proposals submitted to the Company outside the
processes of Rule 14a-8 (i.e., the procedures for placing a stockholder's
proposal in the Company's proxy materials) (i) will be considered untimely
with respect to the annual meeting of stockholders to be held in the year 2001
if received by the Company before February 22, 2001 or after March 24, 2001.
Stockholders are also advised to review the Company's Second Amended and
Restated Bylaws, which contain additional advance notice requirements,
including requirements with respect to advance notice of stockholder proposals
and director nominations.
ANNUAL REPORT
The Company's Annual Report, including audited consolidated financial
statements and a schedule thereto for the fiscal year ended December 26, 1999,
is being forwarded to each shareholder with this Proxy Statement. The Annual
Report is not to be regarded as proxy soliciting material, or as a
communication by means of which any solicitation is to be made. The Company
will send to shareholders upon written request, without charge, a copy of the
Annual Report on Form 10-K (without exhibits) for the fiscal year ended
December 26, 1999. See the Other Matters section below for information.
OTHER MATTERS
A copy of the Company's Annual Report of Form 10-K for the 1999 Fiscal Year,
as filed with the Securities and Exchange Commission, excluding exhibits, may
be obtained by stockholders without charge by written request addressed to
Prandium, Inc., attention Investor Relations, 18831 Von Karman Avenue, Suite
300, Irvine, California 92612, or may be electronically requested and accessed
on the Internet at www.prandium.com. The Company's web site does not
constitute part of this Proxy and is not regarded as Proxy solicitating
material or as a communication, by means of which any solicitation is to be
made.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ KEVIN S. RELYEA
-------------------------------
Kevin S. Relyea
Chairman of the Board, Chief
Executive Officer and President
Irvine, California
May 5, 2000
17
<PAGE>
<TABLE>
<S> <C>
Please mark
your votes [X]
as indicated
WITHHOLD
FOR ALL AS TO ALL
NOMINEES NOMINEES FOR AGAINST ABSTAIN
1. Election of Directors: [_] [_] 2. Ratification of the selection [_] [_] [_]
of KPMG LLP to serve as the
Nominees: Kevin S. Relyea, A. William Allen, III, David J. Ament, Company's independent accountants
Peter P. Copses, George G. Golleher and Antony P. Ressler. for the fiscal year ending
December 31, 2000.
To withhold authority to vote for any nominee(s), mark For all and write
nominees(s) name(s) in the space provided below. 3. To transact such other business as may properly come
before the Annual Meeting or any adjournment(s) or
________________________________________________________________________ postponement(s) thereof and as to which the
undersigned hereby confers discretionary authority.
CHECK HERE IF YOU PLAN TO ATTEND THE MEETING [_]
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF
THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE,
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST "FOR" THE FOREGOING PROPOSALS AND OTHERWISE IN
THE DISCRETION OF THE PROXIES AT THE ANNUAL MEETING OR
ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF.
_______
|
|
Sign, Date and Return the Proxy Card
Promptly Using the Enclosed Envelope.
Signature __________________________ Signature if held jointly __________________________ Dated __________________ , 2000
IMPORTANT: Please sign exactly as your name appears hereon and date. If the shares are held jointly, each holder should sign. When
signing as an attorney, executor, administrator, trustee, guardian or as an officer, signing for a corporation or other entity,
please give full title under signature.
FOLD AND DETACH HERE
</TABLE>
<PAGE>
PROXY PRANDIUM, INC.
Proxy For Annual Meeting Of Stockholders
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of Prandium, Inc., a Delaware corporation, (the
"Company"), hereby appoints Kevin S. Relyea and Robert T. Trebing, Jr., and each
of them, as proxies for the undersigned, with full power of substitution in each
of them, to attend the Annual Meeting of Stockholders of the Company to be held
on Thursday June 22, 2000 at 10:00 a.m. local time, at the Radisson Hotel &
Conference Center, 9700 Bluegrass Parkway, Louisville, Kentucky, 40299, and at
any adjournment(s) or postponement(s) thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at such meeting
and otherwise to represent the undersigned at the meeting, with the same effect
as if the undersigned were present. The undersigned hereby acknowledges receipt
of the Notice of Annual Meeting of Stockholders and the accompanying Proxy
Statement and revokes any proxy previously given with respect to such shares.
(Continued on other side)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
