<PAGE> 1
STACEY'S BUFFET, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 21, 1995
The annual meeting of stockholders of Stacey's Buffet, Inc., a
Florida corporation (the "Company"), will be held at 2:00 p.m. local time
on June 21, 1996 at The Hyatt Regency Tampa, Two Tampa City Center,
Tampa, Florida, for the purposes of considering and voting upon:
(1) The election of the Board of Directors;
(2) The appointment of KPMG Peat Marwick as independent auditors
for the Company;
(3) The approval of an amendment to the Company's Articles of
Incorporation (the "Charter Amendment") to effect a one-for-five reverse stock-
split of the outstanding shares of Common Stock, $.01 per share of the Company
(the "Common Stock"); and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 23, 1996,
as the record date for the determination of stockholders entitled to notice of
and to vote at the annual meeting.
A copy of the Annual Report for the fiscal year ended January 3,
1996, is enclosed for your information and review.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.
HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE PROMPTLY SIGN, DATE
AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. RETURNING YOUR PROXY
CARD DOES NOT DEPRIVE YOU OF YOUR RIGHT TO ATTEND THE MEETING AND VOTE
YOUR SHARES IN PERSON.
By Order of the Board of Directors,
Maureen A. Jack, Secretary
Largo, Florida
May 25, 1996
<PAGE> 2
STACEY'S BUFFET, INC.
801 West Bay Drive, Suite 704
Largo, Florida 24640
---------------------------------
PROXY STATEMENT
---------------------------------
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Stacey's Buffet,
Inc. (the "Company"), for use at the forthcoming 1996 Annual Meeting of
Stockholders to be held on June 21, 1996 at 2:00 p.m. at The Hyatt
Regency Tampa, Two Tampa City Center, Tampa, Florida 33602, and at any
adjournment of that meeting (the "Meeting"). Shares represented by fully
executed proxies in the accompanying form received by the Company prior
to the Meeting will be voted at the Meeting.
All proxies will be voted in accordance with a stockholder's
instructions. If no choice is specified on a proxy, it will be voted in
favor of the proposals set forth in the Notice of Meeting. Any proxy may
be revoked by the stockholder at any time before it is exercised by
filing a later dated proxy or a written notice of revocation with Maureen
Jack, Secretary of the Company, or by voting in person at the Meeting.
The proposals set forth in this Proxy Statement will require the
affirmative vote of the holders of a majority of the outstanding shares
of the Common Stock of the Company. The presence, in person or by a
properly executed proxy, of the holders of a majority of the outstanding
shares of Common Stock of the Company is necessary to constitute a quorum
at the Meeting. With respect to each proposal, (i) abstentions will be
treated as shares represented at the Meeting and therefore will be the
equivalent of a negative vote, and (ii) broker non-votes will not be
considered as shares represented at the Meeting.
The Board of Directors does not know of any matters other than those
set forth herein to be considered and acted upon at the Meeting. If any
other matters are presented properly to the Meeting for action, it is
expected that the persons named in the proxy will vote on such matters in
accordance with their best judgment.
The Company's Annual Report for the year ended January 3, 1996, is
being mailed to stockholders at the same time as this Proxy Statement.
The date of mailing of this Proxy Statement is expected to be on or about
May 25, 1996.
The close of business on April 23, 1996, has been fixed as the
record date for the determination of stockholders entitled to notice of
and to vote at the annual meeting. On the record date, the Company had
outstanding 12,466,089 shares of $.01 par value Common Stock, entitled to
one vote each.
<PAGE> 3
The Board of Directors hopes that stockholders will attend the
Meeting. Whether or not you plan to attend you are urged to complete,
date, sign and return the enclosed proxy in the accompanying envelope in
order to assure that the Meeting will have a quorum. Your prompt
response will greatly facilitate arrangements for the Meeting, and your
cooperation will be appreciated. Stockholders who attend the Meeting may
vote their stock personally even though they may previously have
submitted proxies.
The executive office of the Company is located at 801 West Bay
Drive, Suite 704, Largo, Florida 34640, and its telephone number is (813)
581-4492.
MATTERS FOR SUBMISSION TO STOCKHOLDERS:
1. ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
At the Meeting, five (5) directors are to be elected, each to serve
until the next annual meeting of stockholders or as otherwise provided in
the Bylaws of the Company. Unless otherwise indicated, votes will be
cast pursuant to the accompanying proxy for the election of the nominees
listed below. Should any nominee become unable to accept nomination or
election for any reason, it is intended that votes will be cast for a
substitute nominee designated by management. Management has no reason to
believe the nominees named will be unable to serve if elected.
The nominees, together with certain information regarding them, are
as follows:
GARRETT B. HUNTER, 59
Mr. Hunter has served the Company as a director since August, 1995.
For the past seven years, Mr. Hunter has been President and Chief
Executive Officer of the Business Development Company of Rhode Island, an
organization formed to provide mezzanine level financing to businesses
located in the State of Rhode Island. Prior to 1989, Mr. Hunter spent
twelve years as a Senior Vice President and Manager of Corporate Banking
for the Rhode Island Hospital Trust National Bank.
PETER J. HURLEY, 39
Mr. Hurley has served the Company as a director since March, 1996.
In 1986, Mr. Hurley co-founded and is the chief executive officer of
Harrison Hurley & Company, a business consulting and merchant banking
firm serving over two hundred and fifty U.S. and international business
clients. Mr. Hurley is also a director of Semiconductor Packaging
Materials Co., Inc., an American Stock Exchange-listed company.
<PAGE> 4
STEPHEN J. MARRIER, 39
In February, 1995, Mr. Marrier was named acting chief executive
officer and vice-chairman of the Board of Directors of the Company. On
July 13, 1995, Mr. Marrier became Chairman of the Board of Directors of
the Company, replacing Homer Duff. Mr. Marrier previously served the
Company as a director from December, 1992 through November, 1994. For
the past seven years, Mr. Marrier has been president of The Marrier
Group, Inc., a private investment and consulting firm. Prior to 1989,
Mr. Marrier was regional vice president for Laidlaw Transit, Inc. and was
responsible for the daily operation of over 2,000 school buses. In
addition, Mr. Marrier was previously executive vice president and
minority shareholder of a large pupil transportation concern based in New
England.
JOHN F. ROBENALT, 43
Mr. Robenalt has served the Company as a director since May, 1995.
Mr. Robenalt is an attorney with offices in Osprey, Florida, and Lima,
Ohio, who maintains active board membership with several long-term health
care providers, including Mariner Health Group, Inc. (a publicly-held,
NASDAQ-listed company), and Florida Convalescent Centers, Inc. (a
privately-held corporation with 16 nursing homes throughout the State of
Florida). Mr. Robenalt is also a board member of Office World, Inc. and
Vantage Real Property Holding Corporation, and previously served as vice
president and general counsel for a Toledo, Ohio-based Health Care REIT
(a NYSE-listed health care real estate investment trust). Mr. Robenalt
is the principal and president of Century Health Care Investors, Inc., an
affiliated group of seven long-term health care investment corporations
doing business in four states.
SCOTT W. RYAN, 49
Mr. Ryan has served the Company as director since November, 1994.
For the past nine years, Mr. Ryan has been president of S.W. Ryan &
Company, Inc., a registered broker/dealer. In addition, Mr. Ryan also
serves as president of HMR Capital Management, a registered investment
advisory firm. Mr. Ryan is on the District Committee for the 9th
District of the National Association of Securities Dealers.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has the following standing committees:
Executive Committee, Audit Committee and Compensation Committee. The
functions of a nominating committee are performed by the Board of
Directors as a whole.
The Executive Committee has the general power to act on behalf of
the Board. The members of the Executive Committee are Mr. Marrier, Mr.
Hunter and Mr. Ryan.
The Audit Committee is responsible for the review of the accounting
principles and audit practices of the Company. The members of the Audit
Committee are Mr. Hurley, Mr. Robenalt and Mr. Ryan.
The Compensation Committee reviews recommendations for the
compensation of management and personnel of the Company. The members of the
Compensation Committee are Mr. Hunter, Mr. Robenalt and Mr. Ryan.
<PAGE> 5
There were nine meetings of the Board of Directors during the fiscal
year ending December 28, 1995. Each director attended at least 75% of
the total number of board and committee meetings held while he served as a
director or member of the committee. The only meetings of a committee of the
Company separate from the meetings of the Board of Directors were the meetings
of the Compensation Committee on April 12, 1995 and May 25, 1995.
2. ELECTION OF AUDITORS
Upon the approval of a majority of the stockholders, the Board of
Directors proposes to adopt a resolution appointing KPMG Peat Marwick as
auditors of the Company for the ensuing year. KPMG Peat Marwick has
audited the Company's financial statements since 1986. Representatives
of KPMG Peat Marwick are expected to be present at the annual meeting
with an opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THIS SELECTION.
3. APPROVAL OF CHARTER AMENDMENT
GENERAL
At the Meeting, the stockholders will be asked to approve the
Charter Amendment to effect a one-for-five reverse stock-split of the
Common Stock. A reverse stock-split is the term given to the
consolidation of two or more shares of stock into a single share, with
or without a change in the par value thereof. For example, a reverse
stock-split declared on a one-for-five basis would involve the
consolidation of every five shares outstanding into one share, thereby
reducing the total number of shares outstanding by eighty percent (80%).
REASONS FOR THE CHARTER AMENDMENT
In accordance with rules issued by the National Association of
Securities Dealers (the "NASD"), the Company's Common Stock may be
delisted from quotation on the NASDAQ National Market System (the "NMS")
if the closing bid price for the Common Stock remains below $1.00 per
share for ten consecutive trading days. As of May 14, 1996, the closing
price for the Common Stock was $.6875, and the Company has been informed
by the NASD that unless it adopts a definitive plan to achieve compliance
with the listing requirements of the NMS, it will be delisted from the
NMS and listed on the NASDAQ SmallCap Market quotation system. In order
to avoid such delisting, management believes it is in the best interests
of the Company to effect a reverse stock-split. While there can be no
assurance that the price of the Company's Common Stock after such a
reverse split will actually increase in an amount proportionate to the
decrease in the number of outstanding shares, management believes that
the proposed reverse stock-split should result in an increase in the per
share price of the Company's Common stock sufficient to achieve the
listing requirements of the NMS.
<PAGE> 6
In addition, management believes that the current per share price of
the Company's Common Stock has reduced the effective marketability of its
shares due to the reluctance of many leading brokerage firms to recommend
low-priced stock to their clients. Accordingly, management believes that
an increased stock price of the Company's Common Stock would improve the
Company's reception among market analysts, brokers, dealers and other
securities professionals which could increase the market information
available to investors and potential investors in the Common Stock.
PRINCIPAL EFFECTS OF REVERSE STOCK-SPLIT
The reverse split would be on the basis of one new share of Common
Stock for five outstanding shares of Common Stock, with all fractional
shares to be retired by the Company by paying cash for each fraction of a
new share of Common Stock. The proposed reverse split would not affect
the proportionate equity interest in the Company of any holder of Common
Stock, except as may result from the provisions for the elimination of
fractional shares as described below.
All shares of Common Stock held by persons owning fewer than five
shares will be converted into the right to receive cash for each fraction
of a new share of Common Stock and such persons will possess no equity
interest in the Company. The amount of cash to be paid will be
determined on the basis of the average closing price of the Common Stock
on the NASDAQ National Market System for the ten trading days immediately
preceding the approval by the stockholders of the reverse split.
Following the reverse spit, there will be approximately 2,493,217 shares
of Common Stock outstanding.
Florida law does not provide appraisal rights for stockholders in
the reverse stock-split. The Company believes that the terms of the
reverse split are fair and equitable and that the amount to be paid for
fractional shares in connection with the reverse split represents fair
value for the fractional shares. The reverse split has been approved by the
Board of Directors.
In order to effect the foregoing, the Board of Directors on May 6,
1996, approved the following proposed amendment and directed that it be
submitted to the stockholders at the Meeting:
"VOTED: That the presently issued and outstanding Common Stock, of the
Company be reverse-split on a one-for-five basis so that each
holder of such Common Stock will receive one share for each five
shares of such Common Stock now held by such shareholder; and
that in connection with said stock-split no changes shall be
made in the capital or surplus accounts of the Company; that in
connection with such reverse-split, fractional shares shall not
be issued, but an equivalent payment shall be made in cash as
determined by the Board of Directors; and that the Board of
Directors and Chief Executive Officer be and hereby are
authorized to take any and all actions deemed necessary to
effect the foregoing."
The foregoing amendment requires the favorable vote of a majority of
the shares of Common Stock represented at the Meeting. If the proposal
is not approved, the above-described reverse stock-split will not be
consummated. THE BOARD OF DIRECTORS STRONGLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR THIS PROPOSAL.
<PAGE> 7
4. OTHER MATTERS
The Company has no knowledge of matters other than those set forth
herein which will be presented at the Meeting. The persons named in the
accompanying form of proxy will use their own discretion in voting with
respect to matters which are not determined or known at the date hereof.
The Company will provide to any stockholder, on the written request
of any such person, a copy of the Company's annual report on Form 10-K,
including financial statements and the schedules thereto for its fiscal
year ending January 3, 1996, as filed with the Securities and Exchange
Commission. No charge will be made for copies of such annual report,
however, a reasonable charge for the exhibits will be made.
<PAGE>
ADDITIONAL INFORMATION:
1. STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of April 29, 1996, information as
to (i) the Common Stock beneficially owned by all directors, nominees and
named executive officers, and (ii) the Common Stock beneficially owned by
any person who is known by the Company to be the beneficial owner of more
than five percent of the Company's Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE
BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP (2) PERCENT
- -------------------- ------------------------ -------
<S> <C> <C>
Stephen J. Marrier 349,885 (3) 2.7
Amos Money (4) 340,500 (3) 2.6
Homer Duff (5) 100,000 (3) *
Scott W. Ryan 30,000 (3) *
John F. Robenalt 2,500 (3) *
Garrett B. Hunter 0 *
Peter J. Hurley 0 *
Daniel J. Sullivan 0 *
All directors and executive
officers as a group
(7 persons) 2,722,885 (3)(6) 21.0
- ---------------------------------
* Less than one percent.
</TABLE>
(1) With the exception of Mr. Duff, the mailing address of each
beneficial owner is 801 West Bay Drive, Suite 704, Largo, Florida
34640. Mr. Duff's mailing address is c/o HD Restaurants, 1451-A
North Missouri Avenue, Largo, FL 34640.
(2) Except as indicated by footnote, the persons named in the table
have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them.
(3) Includes shares subject to warrants and stock options exercisable
within sixty (60) days as of April 29, 1996.
(4) Includes 130,000 shares and options held by his wife.
(5) Does not include 2,000,000 shares over which the Board of Directors
of the Company has voting rights as described in footnote 6, below.
(6) In connection with a spin-off transaction, the Board of Directors of
the Company obtained (i) the right to vote 2,000,000 of the shares
owned by Homer Duff pursuant to a proxy, which proxy shall be in effect
until at least February 11, 1999, and (ii) an option to purchase such
shares commencing December 13, 1998.
<PAGE> 8
2. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities ("Insiders"), to file reports of
ownership with the Securities and Exchange Commission. Insiders are required
by regulation to furnish the Company with copies of all Section 16(a) reports
they file. Based solely upon a review of copies of those reports furnished
to the Company, the Company believes that during its most recent fiscal year,
all Section 16(a) filing requirements applicable to its Insiders were complied
with, with the exception of Mr. Marrier, who has not made the requisite filing
with respect to 200,000 options issued to him on March 1, 1995.
3. COMPENSATION OF THE DIRECTORS AND NAMED EXECUTIVE OFFICERS
In February, 1995, Stephen J. Marrier was named acting chief executive
officer of the Company. In July of 1995 Mr. Marrier became Chairman of the
Board of Directors. From December, 1993 through February, 1995, Homer Duff
served as chief executive officer of the Company. Amos Money has been the
president and chief operating officer of the Company since December, 1993 and
served as a director of the Company from December, 1993 to May, 1995. Sonja
Money served as the executive vice president and secretary of the Company from
December, 1993 through December, 1995 and served as a director of the Company
from December, 1993 to May, 1995. Leslie A. Spang served as a director of the
Company from May, 1994 through November, 1995 and as the chief financial
officer of the Company from December, 1993 through November, 1995. Mr. Spang
was replaced by Daniel J. Sullivan, who became chief financial officer in
November, 1995. Mr. Marrier's, Mr.Duff's, and Mr. Money's compensation is set
forth in the Summary Compensation Table below. Options granted to the
directors and named executive officers of the Company are set forth in the
Option Grants in Last Fiscal Year table immediately following the Summary
Compensation Table.
<PAGE> 9
<TABLE>
SUMMARY COMPENSATION TABLE
- --------------------------
<CAPTION> LONG-TERM COMPENSATION
------------------------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ------------------------- -------------------------
OTHER LONG- ALL
ANNUAL RESTRICT- TERM OTHER
NAME AND COMPEN- ED STOCK OPTIONS/ INCENTIVE COMPEN-
PRINCIPAL SALARY BONUS SATION(1) AWARDS SARS PAYOUTS SATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ------------ ------ ------ ----- -------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Stephen J.
Marrier, Chief
Executive
Officer and
Chairman of the
Board 1995 130,000 -- 8,400 -- 200,000 -- --
Homer Duff,
Chairman of the
Board of
Directors, and
Chief Executive
Officer through
2/95 1995 66,000 -- -- -- -- -- --
1994 70,648 -- -- -- 100,000 -- --
Amos Money,
President and
Chief Operating
Officer 1995 106,330 -- 6,192 -- 50,000 -- --
1994 106,426 -- -- -- 100,000 -- --
- ----------------------------------------
(1) Includes car allowance and bonus.
</TABLE>
<PAGE> 10
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
- ---------------------------------
Individual Grants
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF AT ASSUMED ANNUAL RATES OF
SECURITIES PERCENT OF TOTAL STOCK PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OR OPTION TERM
OPTION TO EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 0% 5% 10%
- -------- ----------- ----------- ----------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen J. Marrier 200,000 48.9 .75 3/1/2005 0 73,973 206,639
Amos Money 50,000 12.2 .75 4/12/2005 0 18,493 51,659
Sonja Money 40,000 9.8 .75 4/12/2005 0 14,794 41,327
Leslie A. Spang 40,000 9.8 .75 4/12/2005 0 14,794 41,327
John F. Robenalt 10,000 2.4 1.50 5/25/2005 0 0 2,831
Scott W. Ryan 10,000 2.4 1.50 5/25/2005 0 0 2,831
Garrett B. Hunter 10,000 2.4 .625 11/13/2005 600 4,948 11,581
It is the Company's policy to award 10,000 stock options to
each outside director at the time of his or her election to the
Board of Directors.
</TABLE>
4. REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's executive compensation system for its chief executive
officer and other officers is based upon the Company's goal of maximizing
guest satisfaction and shareholder value while minimizing the Company's
overhead costs and expenses. The compensation package applied by the Board
of Directors reflects this streamlined approach and conservative philosophy.
The Company relies upon the dedication and commitment of its executive
officers to the Company in achieving its success. The Company ties
compensation to the achievements of its goals through a combination of base
salary and stock options granted upon the achievement of certain performance
levels. The Company believes stock options increase the interest of key
employees in the long-term growth and performance of the Company.
Respectfully submitted,
Garrett B. Hunter
John F. Robenalt
Scott W. Ryan
<PAGE> 11
5. COMPANY PERFORMANCE
The following graph compares the Company's performance, as measured by
its cumulative total return, with the Dow Jones Equity Market Index and the
Dow Jones Restaurant Index for five years ended January 3, 1996:
<TABLE>
COMPARISION OF FIVE YEAR CUMULATIVE
RETURN AMOUNG STACEY'S BUFFET, INC., DOW
JONES EQUITY MARKET INDEX AND DOW JONES
RESTAURANT INDEX
<CAPTION>
Year Equity Restaurant Stacey's
Ending Market Index Buffet
------ ------ ----- ------
<S> <C> <C> <C>
1/2/91 100.00 100.00 100.00
1/1/92 133.83 143.28 53.64
12/30/92 146.16 174.19 36.36
12/29/93 160.97 208.01 46.36
12/28/94 161.38 195.20 14.55
1/3/96 224.40 278.64 8.18
</TABLE>
6. CERTAIN TRANSACTIONS
In December, 1993, as a result of the acquisition of the Stacey's Buffet
restaurant chain, the Company entered into a lockup agreement with Homer Duff
which provides that Mr. Duff will hold a portion of the shares received by him
in connection with the acquisition for a period of not less than five years.
In addition, from December 13, 1993 through December 31, 1994, the Company was
a party to employment agreements with Homer Duff, Amos Money and Sonja Money.
Pursuant to the terms of Mr.Duff's employment agreement, Mr. Duff received
$78,000 per year and the Company issued 100,000 stock options to him at $2.00
per share. The employment agreements with Amos Money and Sonja Money provided
that the Company pay them $104,000 and $46,000, respectively. The Company
issued Mr. Money 100,000 stock options at $2.00 per share and Mrs. Money 60,000
stock options at $2.00 per share.
In March, 1995, Mr. Marrier entered into a consulting agreement, option
agreement and indemnity agreement with the Company, pursuant to which Mr.
Marrier will receive a consulting fee of $2,500 per week and 200,000 stock
options at $.75 and $1.00 per share, subject to certain conditions. Mr.
Marrier previously had a consulting agreement with the Company to perform
various management services from January, 1994, through June 30, 1994. Mr.
Marrier received $19,900 for that six month term plus 5,800 shares of Common
Stock.
<PAGE> 12
In July, 1995 the Company entered into an agreement with Homer Duff
pursuant to which in exchange for (i) 2,000,000 shares of the Company's
Common Stock owned by Mr. Duff, (ii) an option to purchase an additional
2,000,000 shares of the Company's Common Stock owned by Mr. Duff and (iii)
an irrevocable proxy to vote such additional shares (which proxy shall be
in effect until at least February 11, 1999), the Company transferred to Mr.
Duff 100% of the capital stock of Duff's Restaurant's Inc., a wholly-owned
subsidiary of the Company in a spin-off transaction. In addition, Mr. Duff
resigned as Chairman of the Board of Directors. The closing on that
transaction occurred on October 20, 1995.
It is the policy of the Company that all transactions in excess of $10,000
with affiliates of the Company be approved by a majority of the disinterested
directors of the Company and will be on terms no less favorable to the Company
than such directors believe would be available from unrelated third parties
or as otherwise determined by such directors to be in the best interests of
the Company.
7. STOCKHOLDER PROPOSALS
Stockholder proposals which comply with the requirements promulgated by
the Securities and Exchange Commission will be included in the Company's
proxy materials for the 1997 annual meeting, provided they are received by
the Company at its executive offices located at 801 West Bay Drive, Suite 704,
Largo, Florida 34640, no later than December 16, 1996.
8. EXPENSES
The expenses of preparing, assembling, and mailing the proxies and the
materials used in the solicitation of proxies will be borne by the Company.
The Company intends to limit solicitation of proxies through the mails but
may, in addition, request brokerage houses and other custodians, nominees,
and fiduciaries to forward soliciting material to the beneficial owners of
the stock held of record by such persons.
By the order of the Board of Directors
Maureen A. Jack, Secretary
Largo, Florida
May 25, 1996
<PAGE>
APPENDIX - PROXY FORM
STACEY'S BUFFET, INC.,
801 West Bay Drive, Suite 704
Largo, Florida 34640
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS JUNE 21, 1996
The undersigned stockholder of Stacey's Buffet, Inc. hereby appoints Maureen A.
Jack or Daniel J. Sullivan, or either of them, with power of substitution as
proxies for the undersigned to vote for and in the name, place and stead of
the undersigned at the Annual Meeting of Stockholders of Stacey's Buffet, Inc.,
to be held at 2:00 p.m. on June 21, 1996, at The Hyatt Regency Tampa, Two Tampa
City Center, Tampa, Florida 33602 and at any adjournment thereof according to
the number of votes and as fully as the undersigned would be entitled to vote
if personally present.
1.ELECTION OF DIRECTORS
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees
listed below.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW).
Garrett B. Hunter Peter J. Hurley Stephen J. Marrier
John F. Robenalt Scott W. Ryan
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT
AUDITORS FOR THE COMPANY.
___ FOR ___ AGAINST ___ ABSTAIN
3. APPROVAL OF A CHARTER AMENDMENT TO EFFECT A ONE-FOR-FIVE REVERSE STOCK SPLIT
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH
PROPOSAL DESCRIBED.
Please sign exactly as name appears on the label
below. When shares are held by joint tenants, both
should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign full
corporate name by President or other authorized
person.
The undersigned acknowledges receipt of the
Notice of said Meeting and the Proxy Statement
dated May ___, 1996 by signing this proxy.
DATED: ____________________, 1996
_________________________________________
Signature
_________________________________________
Signature if held jointly
