<PAGE>
STACEY'S BUFFET, INC.
Notice of Annual Meeting of Stockholders
August 1, 1997
The annual meeting of stockholders of Stacey's Buffet, Inc., a Florida
corporation (the "Company"), will be held at 1:30 p.m. local time on August
1, 1997 at The Providence Marriott, One Orms Street, Providence, Rhode Island,
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) 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 June 2, 1997,
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 1, 1997,
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
June 5, 1997
<PAGE>
STACEY'S BUFFET, INC.
801 West Bay Drive, Suite 704
Largo, Florida 33770
____________________
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 1997 Annual Meeting of Stockholders to be held on
August 1, 1997 at 1:30 p.m. at The Providence Marriott, One Orms Street,
Providence, Rhode Island 02904, 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 1, 1997, 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 June 5,
1997.
The close of business on June 2, 1997, 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
2,493,144 shares of $.01 par value Common Stock, entitled to one vote each.
<PAGE>
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 33770, and itstelephone 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, 60
Mr. Hunter has served the Company as a director since August 1995.
For the past eight 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, 40
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.
2
<PAGE>
STEPHEN J. MARRIER, 40
In February 1995, Mr. Marrier was named acting chief executive officer
and vice-chairman of the board of directors of the Company. In July 1995, Mr.
Marrier became chief executive officer and chairman of the board of directors
of the Company. 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., an investment and consulting
firm. Prior to 1989, Mr. Marrier was regional vice president for Laidlaw
Transit, Inc. Before that time, Mr. Marrier was executive vice president and
minority shareholder of a large pupil transportation concern based in New
England.
DANIEL J. SULLIVAN, 42
In November 1995, Mr. Sullivan joined the Company as chief financial
officer. Prior to joining the Company, Mr. Sullivan was chief financial
officer of Quality Products, Inc., a publicly-held manufacturing and steel
service company from February 1994 through November 1995. Mr. Sullivan was
chief financial officer of a privately owned industrial and medical gas
distributor from March 1993 through February 1994. From April 1990 through
March 1993, Mr. Sullivan was chief financial officer of the trailer
manufacturing division of Oshkosh Truck Corporation. Additionally, Mr.
Sullivan is a Certified Public Accountant.
MAUREEN A. JACK, 40
Ms. Jack joined the Company in August 1992 as the executive assistant
to the chairman of the board of directors and president. In addition, Ms.
Jack is also responsible for investor relations. In January 1996, Ms. Jack
was promoted to the position of corporate secretary of the Company. Prior
to joining the Company, Ms. Jack was the executive assistant to the vice
president and chief operating officer of a major New York insurance company.
Committees of the Board of Directors
- ------------------------------------
The Board of Directors has the following standing committees:
Executive Committee, Audit Committee, Compensation Committee and Nominating
Committee.
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. Hurley.
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 and Mr. Hunter.
The Compensation Committee reviews recommendations for the compensation
of management and personnel of the Company. The members of the Compensation
Committee are Mr. Hunter and Mr. Hurley.
3
<PAGE>
The Nominating Committee is responsible for recommending individuals
for election to the Board of Directors. The members of the Nominating
Committee are Mr. Marrier, Mr. Hunter and Mr. Hurley.
There were five meetings of the Board of Directors during the fiscal
year ending January 1, 1997. 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 January 22, 1996 and March 20, 1996.
Board members who are not employees of the Company receive a fee of
$1,250 for each regular meeting attended, $1,000 for each committee meeting
attended that is separate from the regular board meetings and a $7,500 annual
fee.
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. 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 1, 1997, 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.
4
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ADDITIONAL INFORMATION:
- -----------------------
1. STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of May 30, 1997, 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) of Beneficial Ownership (2) Percent
- --------------------- --------------------------- -------
<S> <C> <C>
Stephen J. Marrier (3) 349,977 (4) 12.3
Amos Money (5) 75,600 (4) 2.9
Homer Duff (6) 20,000 (4) *
Garrett B. Hunter 825 (4) *
Peter J. Hurley 625 (4) *
Daniel J. Sullivan 2,500 (4) *
Douglas Money 1,800 (4) *
Maureen A. Jack 650 (4) *
All directors and executive officers
as a group (8 persons) 851,977 (4)(7) 25.5
- -----------------------------------------
* 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
33770. Mr. Duff's mailing address is c/o Duff's Restaurants, 1451-A
North Missouri Avenue, Largo, FL 33770.
(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 320,000 warrants granted to Mr. Marrier as of January 2,
1997.
(4) Includes shares subject to warrants and stock options exercisable
within sixty days.
(5) Includes 26,000 s hares and options held by his wife.
(6) Does not include 400,000 shares over which the Board of Directors of
the Company has voting rights as described in footnote 7, below.
(7) In connection with a spin-off transaction, the Board of Directors of
the Company obtained (i) the right to vote 400,000 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. In addition, Mr.
Duff had previously agreed with the Company not to sell the subject
shares until December 13, 1998.
<PAGE>
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.
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 1995, Mr. Marrier became chief executive
officer and chairman of the board of directors. 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. Daniel J.
Sullivan, became chief financial officer of the Company in November 1995. Mr.
Marrier's, Mr. Money's, and Mr. Sullivan'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.
5
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
- --------------------------
<CAPTION>
Long-Term Compensation
------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------- ----------------
Other
Annual Restrict- Long-term All 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 (2) and
Chairman of the
Board 1996 175,000 10,938 20,850 --- 120,000(3) --- ---
1995 130,000 --- 8,400 --- 40,000(3) --- ---
Amos Money,
President and Chief
Operating Officer 1996 106,330 4,933 7,700 --- 20,000 --- ---
1995 106,330 --- 6,192 --- 10,000 --- ---
1994 106,426 --- --- --- 20,000 --- ---
Daniel J.
Sullivan,
Chief Financial
Officer 1996 107,330 4,933 7,700 --- 10,000 --- ---
- -----------------------------------------------------------------------------
(1) Includes car allowance. With respect to Mr. Marrier, includes $11,250
of directors fees accrued, but unpaid, with respect to 1996.
(2) Mr. Marrier serves as the Company's Chief Executive Officer pursuant
to a management services contract between the Company and The Marrier
Group, Inc. Mr. Marrier is an employee of The Marrier Group, Inc. and
compensation figures presented above reflect the gross fees paid by the
Company to The Marrier Group, Inc.
(3) These warrants were canceled effective January 2, 1997. Because these
warrants remained outstanding at the fiscal year end, the disclosures
in this and the following table do not reflect such cancellation.
</TABLE>
6
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
- ---------------------------------
<CAPTION>
Individual Grants
----------------------------------------------------
Percent
of Total
Number of Options Exercise Potential Realizable Value at
Securities Granted or Base Price Appreciation For Option Term
Underlying Option in Fiscal Price Expiration ----------------------------------
Name Granted (#) Year ($/Sh) Date 0%($) 5%($) 10%($)
- ---- ----------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen J. Marrier 120,000 71.3 2.35 1/22/2006 --- --- ---
Garrett B. Hunter 500 .3 2.65 6/21/2006 --- --- ---
Peter J. Hurley 2,000 1.2 3.60 3/20/2006 --- --- ---
500 .3 2.65 6/21/2006 --- --- ---
Amos Money 20,000 11.9 2.35 1/22/2006 --- --- ---
Daniel J. Sullivan 10,000 5.9 2.35 1/22/2006 --- --- ---
Maureen A. Jack 2,000 1.2 3.60 3/20/2006 --- --- ---
It is the Company's policy to award 2,000 stock options to each outside director at the time of
his or her election to the Board of Directors and to award 600 stock options to each outside director
each year thereafter.
</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, profit sharing
bonuses 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
Peter J. Hurley
7
<PAGE>
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 1, 1997:
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG
DOW JONES EQUITY MARKET INDEX, DOW JONES RESTAURANT
INDEX AND STACEY'S BUFFET, INC.
<CAPTION>
YEAR EQUITY RESTAURANT STACEY'S
ENDING MARKET INDEX BUFFET
-----------------------------------------------
<S> <C> <C> <C>
1/1/92 100.00 100.00 100.00
12/30/92 108.57 121.58 64.41
12/29/93 120.28 145.18 86.44
12/28/94 120.58 136.24 27.12
1/3/96 167.67 194.48 15.25
1/1/97 205.50 197.08 2.71
</TABLE>
6. POLICY REGARDING TRANSACTIONS WITH AFFILIATES
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.
8
<PAGE>
In July 1996, the Company retained Harrison Hurley and Company to
provide investment banking and consulting services, including the identific-
ation of potential merger and or acquisition targets. Under this agreement,
the Company paid Harrison Hurley and Company a $30,000 retainer fee. The
agreement further provides Harrison Hurley and Company will receive the
standard Lehman formula fee compensation, less the retainer fee, in connection
with any transaction completed by the Company.
During 1996, no additional compensation was paid pursuant to this
agreement. In 1997, the Company has been invoiced $15,563 for consulting
services and out of pocket expenses rendered under this agreement.
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 33770, no later than December 15, 1997.
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 Order of the Board of Directors
Maureen A. Jack, Secretary
Largo, Florida
June 5, 1997
9
<PAGE>
APPENDIX - PROXY FORM
STACEY'S BUFFET, INC.,
801 West Bay Drive, Suite 704
Largo, Florida 34640
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS AUGUST 1, 1997
The undersigned stockholder of Stacey's Buffet, Inc. hereby appoints Jeffrey M.
Stoler or Thomas H. Dolan, 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 1:30 p.m. on August 1, 1997, at The Providence Marriott, One Orms
Street, Providence, Rhode Island 02904, 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
Daniel J. Sullivan Maureen A. Jack
2. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT
AUDITORS FOR THE COMPANY.
___ FOR ___ AGAINST ___ ABSTAIN
3. 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 June ___, 1997 by signing this proxy.
DATED: ____________________, 1997
_________________________________________
Signature
_________________________________________
Signature if held jointly
