COOKER RESTAURANT CORP /OH/, DEF 14A, 2000-03-28

COOKER RESTAURANT CORP /OH/
DEF 14A, 2000-03-28
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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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12

COOKER RESTAURANT CORPORATION
-----------------------------
(Name of Registrant as Specified in Its Charter)

-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

_______________________________________________________________

(2) Aggregate number of securities to which 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:____________________________________________________

<PAGE>

COOKER RESTAURANT CORPORATION
5500 Village Boulevard
West Palm Beach, Florida 33407

2000 ANNUAL MEETING OF SHAREHOLDERS

March 27, 2000

Dear Shareholder:

You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of Cooker Restaurant Corporation which will be held at
9:00 a.m., Eastern Daylight Time, on May 1, 2000 at our headquarters,
500 Village Boulevard, West Palm Beach, Florida. The matters on the
meeting agenda are described in the Notice of 2000 Annual Meeting of
Shareholders and Proxy Statement which accompany this letter.

We hope you will be able to attend the meeting, but, whatever your
plans, we ask that you please complete, execute and date the enclosed proxy
card and return it in the envelope provided so that your shares will be
represented at the meeting.

We look forward to seeing you at the meeting.

Sincerely,

/s/Henry R. Hillenmeyer
_______________________
Henry R. Hillenmeyer
Chairman of the Board and
Chief Executive Officer

<PAGE>

COOKER RESTAURANT CORPORATION
5500 Village Boulevard
West Palm Beach, Florida 33407

NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, MAY 1, 2000

The annual meeting of shareholders of Cooker Restaurant Corporation
will be held at 9:00 a.m., Eastern Daylight Time, on Monday, May 1, 2000, at
our headquarters, 5500 Village Boulevard, West Palm Beach, Florida. At the
meeting, shareholders will be asked to

* elect three Class B directors, each to serve for a term of
three years or until their successors are duly elected and
qualified;

* consider and vote upon a proposal to approve the 2000
Non-Employee Director Stock Option Plan; and

* transact such other business properly brought before the
shareholders at the meeting.

This notice, together with the accompanying proxy statement and
enclosed proxy card, will be mailed to shareholders on or about March 27, 2000.

The close of business on March 6, 2000 has been set as the record date
of the meeting. Shareholders of record at the close of business on March 6,
2000 will be entitled to notice of and to vote at the annual meeting or any
adjournment of the meeting. Each share of common stock is entitled to one
vote. The proxy card provided with the proxy statement indicates the number
of shares of Cooker's common stock that you own and are entitled to vote.
A list of shareholders will be available for examination at the meeting.

All shareholders are cordially invited to attend the annual meeting.

By Order of the Board of Directors,

/s/Margaret A. Epperson
_______________________
Margaret A. Epperson
Secretary

West Palm Beach, Florida
March 27, 2000

Whether or not you expect to attend the meeting, please complete,
date and sign the enclosed proxy and mail it promptly in the enclosed envelope
to ensure representation of your shares. No postage need be affixed if the
proxy is mailed in the United States.

<PAGE>

COOKER RESTAURANT CORPORATION

_____________________________________________________

2000 ANNUAL MEETING OF SHAREHOLDERS

May 1, 2000

_____________________________________________________

PROXY STATEMENT

Dated March 27, 2000

_____________________________________________________

General Information About The Annual Meeting And Voting

Why did you send me this proxy statement?

We sent you this proxy statement and the enclosed proxy card because
Cooker Restaurant Corporation's board of directors is soliciting your proxy to
vote at the 2000 Annual Meeting of Shareholders. This proxy statement
summarizes the information you need to know to vote at the annual meeting on
May 1, 2000, and at any adjournment of the meeting, for the purposes indicated
in the accompanying Notice of 2000 Annual Meeting of Shareholders. However,
you do not need to attend the annual meeting to vote your shares. Instead,
you may simply complete, sign and return the enclosed proxy card.

This proxy statement and the accompanying form of proxy will be mailed
to shareholders on or about March 27, 2000. The annual report is not to be
regarded as proxy soliciting material.

Who can vote?

You can vote your shares of common stock if our records show that you
owned the shares at the close of business on March 6, 2000. A total of
5,985,000 shares of common stock can vote at the annual meeting. You get one
vote for each share of common stock you own. The enclosed proxy card shows the
number of shares you can vote.

How do I vote by proxy?

Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the annual meeting. Sign and date the proxy card
and mail it back to us in the enclosed envelope. The proxyholders named on
the proxy card will vote your shares as you instruct. If you sign and return
the proxy card but do not vote on a proposal, the proxyholders will vote for
you on that proposal. Unless you instruct otherwise, the proxyholders will
vote FOR each of the three director nominees, FOR the approval of the 2000
Non-Employee Director Stock Option Plan, and FOR any other proposals to be
considered at the meetings.

<PAGE>

What if other matters come up at the annual meeting?

The matters described in this proxy statement are the only matters we
know will be voted on at the annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.

Can I change my vote after I return my proxy card?

Yes. At any time before the vote on a proposal, you can change your
vote either by giving our corporate secretary a written notice revoking your
proxy card or by signing, dating and returning to us a new proxy card. We
will honor the proxy card with the latest date.

Can I vote in person at the annual meeting rather than by completing the
proxy card?

Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you can attend the annual meeting and vote
your shares in person.

What do I do if my shares are held in "street name"?

If your shares are held in the name of your broker or other nominee,
that party should give you instructions for voting your shares.

How are votes counted?

We will hold the annual meeting if holders of a majority of the share
of common stock entitled to vote either sign and return their proxy cards or
attend the meeting. If you sign and return your proxy card, your shares will
be counted to determine whether we have a quorum even if you abstain or fail
to vote on any of the proposals listed on the proxy card. A majority of the
outstanding shares will constitute a quorum at the meeting.

Who will count the votes?

First Union National Bank of North Carolina, N.A., Cooker's transfer
agent, will tabulate the returned proxy votes by mail and the independent
inspector of the election will tabulate the votes at the meeting. The
election inspector will treat shares represented by properly signed and
returned proxies that reflect abstentions from voting as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum on all matters.

The election inspector will treat shares referred to as "broker
non-votes" (i.e. shares held by brokers or nominees as to which voting
instructions have not been received from the beneficial owners) as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum. Abstentions and "broker non-votes" will not affect the outcome of
the director elections or the approval of the 2000 Non-Employee Director Stock
Option Plan.

If your shares are held in the name of a nominee, and you do not tell
the nominee by March 27, 2000 how to vote your shares (so-called "broker
non-votes"), the nominee can vote them as it sees fit only on matters that are
deemed to be routine, and not on any other proposal. If a broker indicates on
the proxy that it does not have discretionary authority as to certain shares to
vote on a particular matter, those shares will not be considered as present
and entitled to vote with respect to that matter.

<PAGE>

Who pays for this proxy solicitation?

We do. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail, or in person. None of these
employees will receive any extra compensation for doing this. We have
retained Corporate Investor Communications, Inc. to assist us in soliciting
your proxy for a $4,000 fee plus $3 per shareholder contacted plus reasonable
out-of-pocket expenses. We may request persons holding shares in their names
for others to forward soliciting materials to our principals to obtain
authorization for the execution of proxies, and we will reimburse such persons
for their expenses in so doing.

None of the actions to be voted upon at the 2000 annual meeting shall
create dissenters' rights under the Ohio Revised Code.

You are requested, regardless of the number of shares you hold, to
sign the proxy and return it promptly in the enclosed envelope.

<PAGE>

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, NOMINEES,
AND EXECUTIVE OFFICERS

The table below shows, as of February 29, 2000, the number of shares
of common stock beneficially owned by:

* each person who we know beneficially owns more than 5% of the
common stock,

* each director,

* each executive officer included in the Summary Compensation
Table, and

* all executive officers and directors as a group.

<TABLE>
<CAPTION>
Number Of Shares Percentage Of Shares
Name And Address Beneficially Owned[1] Outstanding[2]
_________________________ _______________________ ____________________
<S> <C> <C>

Glenn W. Cockburn (3) 296,369.20 4.84%
Henry R. Hillenmeyer (3)(4) 93,183.00 1.53%
Robin V. Holderman (3) 40,673.00 *
David T. Kollat (3) 130,266.00 2.16%
Shannon LeRoy 6,500 *
Harvey M. Palash (3) 151,200.00 2.53%
G. Arthur Seelbinder (3) 564,750.87 9.08%
Margaret A. Epperson (3) 8,821.09 *
Mark W. Mikosz (3) 6,738.50 *
Dimensional Fund Advisors, Inc. (5) 570,462 9.53%
Royce & Associates, Inc. (6) 356,794 5.96%
Wellington Management Co. LLP (7) 588,000 9.82%
Wellington Trust Company NA (7) 588,000 9.82%
All executive officers and
directors as a group
(11 persons)........................ 1,298,502 19.79%

</TABLE>

* Less than 1%.

(1) The number of shares of common stock beneficially owned by each person
or entity is determined under the rules of the Securities and Exchange
Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under those rules,
beneficial ownership includes any shares for which the person or entity
has sole or shared voting power or investment power and also any shares
of common stock which the individual has the right to acquire within
60 days after February 29, 2000 through the exercise of any stock
option or other right. The inclusion of any shares of common stock
deemed beneficially owned is not an admission of beneficial ownership
of those shares. Unless otherwise indicated, the person or entity named
in the table has sole voting and investment power with respect to all
shares of common stock shown as beneficially owned.

(2) The number of shares outstanding includes shares outstanding as of
February 29, 2000 (5,985,000) plus any shares subject to options held
by the person named that are exercisable within 60 days after February
29, 2000.

(3) Includes shares subject to stock options outstanding and exercisable
within 60 days after February 29, 2000: for Mr. Cockburn -- 142,219
shares; for Ms. Epperson -- 6,201 shares; for Mr. Hillenmeyer -- 90,117
shares; for Mr. Holderman --38,591 shares; for Mr. Kollat -- 56,634
shares; for Mr. Mikosz -- 6,739 shares; for Mr. Palash -- 1,200 shares;
and for Mr. Seelbinder -- 235,231 shares.

(4) Includes 1,314 shares owned of record by his spouse and children.
Mr. Hillenmeyer disclaims any beneficial ownership of these shares.

(5) Dimensional Fund Advisors Inc.'s address is 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401. Dimensional Fund Advisors Inc.
("Dimensional"), a registered investment advisor, is deemed to have
sole voting power with regard to 570,462 shares and sole investment
power with regard to 570,462 shares as of February 4, 2000,

<PAGE>

all of which shares are owned by advisory clients of Dimensional,
no one of which to the knowledge of Dimensional owns more than 5% of
the common stock. Dimensional disclaims beneficial ownership of all
such shares. A Schedule 13G filed by Dimensional with the Securities
and Exchange Commission (`SEC") on February 3, 2000 is the source of
information concerning Dimensional's reporting in this table.

(6) Royce and Associates, Inc.'s ("Royce") address is 1414 Avenue of the
Americas, New York, NY 10019. Charles M. Royce may be deemed to be
a controlling person of Royce and as such may be deemed to beneficially
own these shares which are beneficially owned by Royce. Royce is deemed
to have sole voting power with regard to 356,794 shares and sole
investment power with regard to 356,794 shares. Mr. Royce disclaims
beneficial ownership of the shares held by Royce. A Schedule 13G filed
jointly by Royce and Mr. Royce with the SEC on February 2, 2000 is the
source of information concerning Royce's and Mr. Royce's reporting in
this table.

(7) Wellington Management Company, LLP's ("WMC") and Wellington Trust
Company, NA's ("WTC") address is 75 State Street, Boston, Massachusetts
02109. WMC and WTC share voting and investment power with regard to
588,000 shares. A Schedule 13G filed by WMC and WTC with the SEC dated
February 9, 2000 is the source of information concerning WMC's and
WTC's reporting in this table.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and executive officers, and certain persons or entities
who own more than ten percent of the common stock, must file reports with the
Securities and Exchange Commission and The New York Stock Exchange indicating
the number of shares of our common stock they beneficially own and any changes
in their beneficial ownership. Copies of these reports must be provided to us.
Based on our review of these reports and written representations from the
persons required to file them, we believe each of our directors and executive
officers timely filed all the required reports during fiscal year ended
January 2, 2000

<PAGE>

PROPOSAL ONE

ELECTION OF DIRECTORS

At the annual meeting, three nominees will be elected as directors.
The directors elected will hold office for a three-year term expiring at the
Annual Meeting of Shareholders in 2003 or until their successors are elected
and qualified.

Vote Required. Under Section 1701.55 of the Ohio Revised Code,
directors are elected by a plurality of the votes for the respective nominees.
Proxies that are marked "Withhold Authority" and broker non-votes, if any,
will not affect the election of directors. Broker non-votes will not be deemed
to have been cast either "for" or "against" the matter, although they will be
counted in determining if a quorum is present.

Nominations. At the annual meeting, we will nominate the persons named
in this proxy statement as directors. Although we don't know of any reason why
one of these nominees might not be able to serve, the board of directors will
propose a substitute nominee if any nominee is not available for election.
The proxies will then be voted for the substitute nominee designated by the
current board of directors. All of the nominees are currently directors of
Cooker.

General Information About the Nominees. Our board of directors is set
at nine persons. Three persons, whose current terms expire at the 2000 annual
meeting, have been nominated by the board of directors. The ages listed for
the nominees are as of February 29, 2000.

Directors Whose Terms Expire at the 2000 Annual Meeting:

Glenn W. Cockburn 44 Mr. Cockburn is one of our founders. Mr.
Cockburn has served as one of our directors
since October 1989 and as our Senior Vice
President- Operations since August 1991. From
1988 to August 1991, Mr. Cockburn served as our
Vice President - Food Services. Mr. Cockburn
served as Vice President of Food Operations of
Cooker Corporation, a predecessor of Cooker,
from 1986 to the time it was merged into Cooker
1988. He is a graduate of the Culinary
Institute of America in Hyde Park, New York.

David T. Kollat 61 Mr. Kollat has been one of our directors since
1988 and is Chairman of the Board of 22 Inc.,
a company specializing in research and
consulting for retailers and consumer goods
manufacturers. He is a director of
Consolidated Stores, Inc., The Limited, Inc.,
Wolverine Worldwide, Inc., Cheryl & Co., Inc.,
SBC Advertising, Christy & Associates, Select
Comfort, Children's Hospital Foundation, AEI
Music Network and Starpower, Inc. He earned
his Doctor of Business Administration degree
at Indiana University, and was a Professor of
Marketing in the College of Administrative
Sciences of The Ohio State University from 1965
to 1972. He was Executive Vice President and
Director of Research at Management Horizons
from 1972 to 1976. From 1976 to 1987 he
served as Executive Vice President - Marketing
for the Limited Stores, then the holding
company, Limited Inc., and finally as President
of Victoria's Secret Catalog.

<PAGE>

Harvey M. Palash 66 Mr. Palash has been one of our directors since
January 1997. He has been a director of the
National Hot Rod Association since 1979 and
has served as Vice Chairman since 1986. He
also served as a director of Southern
Hospitality Corporation, a Wendy's franchise
operator based in Nashville, Tennessee, from
1988 to 1994. He has been a consultant for
Hubbard Broadcasting since January 1990. He
was a consultant for the Nashville Network
from 1990 to 1992. In 1985, he founded Diamond
P Video, Inc. and served as its Chief Executive
Officer until he sold the company in January
1990. In 1980, he founded Diamond P Sports.,
Inc. and served as Chief Executive Officer
until he sold the company in January 1990. He
has a J. D. degree from the Loyola Law School.
He received his license to practice law in
California in 1966.

Directors Whose Terms Continue Until the 2001 Annual Meeting:

Robin V. Holderman 48 Mr. Holderman has been one of our directors
since 1986. Mr. Holderman has been the Vice
President and General Manager for Opus North
Corporation, a commercial real estate
development company, since July 1998. Mr.
Holderman was an Executive Vice President of
Corporate Development of Karrington Health,
Inc., an assisted living facilities operating
and development company, from November of 1996
to July 1998. He served as President of
Ruscilli Development Co., Ltd., a real estate
development company, from May 1995 to November
1996. He served as Manager of Industrial
Development of Duke Realty Investments, Inc.,
a real estate development company, from April
1994 to May 1995, and prior thereto was founder
and President of Conquest Corporation, a
commercial and industrial real estate
development company located in Columbus, Ohio.
From 1990 through 1992, he was the Director
of Development for the Columbus office of the
Miller-Valentine Group, a Dayton, Ohio-based
commercial real estate developer and
design/build contractor.

G. Arthur Seelbinder 56 Mr. Seelbinder has been one of our directors
since 1986. He is one of our founders and
previously served as our Chairman of the Board
and Chief Executive Officer from 1986 to August
1999. From September of 1989 to December 1994,
Mr. Seelbinder served as our President. From
1984 to the time it merged into us in 1988, he
served as Chairman of the Board of Cooker
Corporation, our predecessor. Mr. Seelbinder
is also President and a director of Financial
Land Corporation, a real estate holding company.

<PAGE>

Brad Saltz 43 Mr. Saltz was elected a director of Cooker in
January 2000. He leads the Hospitality
Services Group at Saltz, Shamis & Goldfarb,
an accounting, consulting and financial
services firm, since 1996. In his capacity
with Saltz, Shamis & Goldfarb, Mr. Saltz
focuses on all aspects of the restaurant and
hospitality industries and assists hundreds of
restaurants nationwide. Prior to 1996, Mr.
Saltz was Vice President and Chief Financial
Officer for Houston's Restaurants for 11 years.
From 1979 - 1984, Mr. Saltz was with Touche
Ross & Co., (now Deloitte Touche, LLP),
Atlanta, GA in the Audit and Tax Departments.
Mr. Saltz received degrees from Miami
University.

Directors Whose Terms Continue Until the 2002 Annual Meeting:

Henry R. Hillenmeyer 56 Mr. Hillenmeyer has been Chairman of the Board
and our Chief Executive Officer since August
of 1999, and has served as one of our directors
since 1994. Prior to joining us, Mr.
Hillenmeyer also served as a director of
Southern Hospitality Corporation, a Wendy's
franchise operator based in Nashville,
Tennessee. He has held a number of titles with
Southern Hospitality Corporation, but most
recently was its Chairman, President and
director until the company was sold in 1994.
Southern Hospitality Corporation was created by
the merger in 1980 of Wendy's of Nashville,
Inc. into Ireland's Restaurants, Inc. In 1986,
Southern Hospitality Corporation sold its three
full service restaurant concepts, including the
Cooker, to a group including Glenn Cockburn,
Senior Vice President and Arthur Seelbinder, a
director of Southern Hospitality and former
CEO of Cooker Restaurant Corporation. Mr.
Hillenmeyer is a former Chairman of the Board
of Junior Achievement of Middle Tennessee, Inc.
He earned a B.A. degree in Economics from Yale
University.

William Lehr Jackson 58 Mr. Jackson has been one of our directors since
September 1998. Mr. Jackson, a former senior
executive with The Rouse Company, has been a
principal of Williams Jackson Ewing, Inc.
("WJE"). since the firm's founding in 1978.
WJE advises on the integration of retail and
entertainment venues within the framework of
urban planning and revitalization. While
associated with The Rouse Company prior to the
formation of WJE, the principals of WJE are
credited with the creation of America's first
food court in Paramus Park Mall, New Jersey,
the development of the renowned Faneuil Hall
Marketplace in Boston and the development of
Harborplace in Baltimore, Maryland. Mr. Jackson
earned his Bachelor of Arts in Economics from
the University of Virginia. He was also a
Captain in the United States Marine Corp,
earning the Distinguished Flying Cross and the
Navy Commendation Medal for time served in
Vietnam.

<PAGE>

D. Shannon LeRoy 44 Mr. LeRoy was elected a director of Cooker in
January 2000. Mr. LeRoy is President of
Equitas, L. P., a mezzanine fund located in
Nashville, Tennessee. From 1988 to 1994 Mr.
LeRoy served as Senior Vice President and
Commercial Banking Executive with First
Union National Bank of Tennessee, where he
was responsible for commercial banking
activities. He is a Director of HLM Design,
Inc., a Charlotte, NC architectural and
engineering firm and Power Designs, Inc., a
power supply business in Danbury, CT. Mr.
LeRoy received his B. A. degree from the
University of North Carolina at Chapel Hill.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" ALL NOMINEES FOR DIRECTOR.

<PAGE>

EXECUTIVE OFFICERS

Information relating to each of our executive
officers who is not a director is set forth below.

NAME Age Term of Office
___________________________________________________________________________
<S> <C> <C>

Mark W. Mikosz 51 Vice President and Chief
Financial Officer since 1998
Margaret A. Epperson 54 Secretary/Treasurer since 1986

</TABLE>

Meetings of the Board of Directors. The board of directors held six meetings
in fiscal 1999 and each of the directors attended at least 75 percent of the
aggregate number of meetings of the board of directors and committees (if any)
on which he served.

Committees of the Board of Directors. The board of directors has standing
audit and compensation committees. The board of directors does not have a
committee whose functions include nominating directors. The following chart
describes the function and membership of each committee and the number of times
it met in 1999.

Audit Committee - 2 Meetings

Function Members
__________________________________________________ ______________________
- - Recommends independent auditors W. Lehr Jackson
- - Reviews internal financial information Harvey M. Palash
- - Reviews report of audit and management letter Brad Saltz* (Chair)
- - Participates in the determination of the
adequacy of the internal accounting control
- - Reviews the results of audits with the
independent auditors
- - Oversees quarterly and yearly reporting
- - Responsible for policies, procedures and
other matters relating to business
integrity, ethics and conflicts of interests

* Brad Saltz assumed the role of chairman of the
Audit Committee on January 24, 2000.

Compensation Committee - 2 Meetings

Function Members
__________________________________________________ ______________________
- - Reviews and approves compensation and
benefit programs Robin V. Holderman
- - Establishes and approves compensation of
officers and David T. Kollat (Chair)
management employees D. Shannon LeRoy
- - Adapts and administers stock option plans

Directors' Compensation

All directors hold office until the next annual meeting of shareholders
and the election and qualification of their successors. Directors who are not
employees and do not otherwise receive compensation from us are entitled to a
quarterly directors' fee of $2,200 and fees of $500 for each board meeting
and/or committee meeting attended, in addition to the reimbursement of
reasonable expenses incurred in connection with their activities as directors.
Directors who are also employees receive no compensation for serving on the
board of directors. Messrs. Hillenmeyer and Cockburn are the only directors
who are also employees.

<PAGE>

Non-Employee Director Stock Option Plan. In addition to the
compensation described above, until January 24, 2000, directors had been
granted options to purchase common stock under the 1992 Directors Stock Option
Plan (the "1992 Plan"). On January 24, 2000, the board of directors terminated
the 1992 Plan and accordingly, no additional grants may be made under the 1992
Plan. All options granted under the 1992 Plan prior to its termination will
remain outstanding and vest in accordance with their terms and the terms of the
1992 Plan. The 1992 Plan provided for the issuance of stock options to
non-management directors as determined by a committee appointed by the board
of directors at an exercise price no less than fair market value at the date
of grant. Each option permitted the holder to purchase one share of our common
stock at the stated exercise price up to ten years from the date of grant.
Options vested at a rate of 25 percent per year or, if there was a change in
control of Cooker, the options became fully vested and exercisable.

On January 24, 2000, the board of directors approved the 2000
Non-Employee Director Stock Option Plan, subject to approval by the
shareholders. See Proposal 2.

Compensation of Management

The following table sets forth the annual and long-term compensation
paid by us for services performed on our behalf for the last three completed
fiscal years (i.e., the fiscal years ended January 2, 2000, January 3, 1999,
and December 28, 1998), with respect to those persons who were, as of January
2, 2000, our Chief Executive Officer and the next four highest paid executive
officers who earned compensation greater than $100,000 (the "Named Executive
Officers.")

<PAGE>

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

Long Term Compensation
----------------------
Annual Compensation Awards Payouts
----------------------------- ---------------------
Securities All
Other Underly- Other
Annual ing LTIP Compen-
Name and Compen- Options/ Payouts sation
Principal Position Year Salary Bonus sation($) SARs(#) $ ($)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>

Henry R. Hillenmeyer 1999(a) $ 78,231 250,000 299,300 -
Chairman of the Board 1998 - - - -
Chief Executive
Officer 1997 - - - -

G. Arthur Seelbinder 1999(b) 149,180 197,750 8,800 1,185,036(e)
Chairman of the
Board 1998 228,158 49,438 75,000 -
Chief Executive
Officer 1997 231,357 142,380 160,000 -

Phillip L. Pritchard 1999(c) 194,470 56,700 7,300 -
President-Chief 1998 185,619 30,713 33,000 -
Operating Officer 1997 191,357 81,648 42,000 -

Glenn W. Cockburn 1999 165,559 60,000 5,800 -
Senior Vice
President- 1998 140,240 15,000 21,000 -
Operations 1997 155,734 40,500 26,000 -

Mark W. Mikosz 1999 150,615 85,000 5,100 -
Vice President-Chief 1998(d) 111,810 5,000 22,000 -
Financial Officer 1997 - - - -

</TABLE>

(a) Hired as Chairman of the Board and Chief Executive Officer on
August 19, 1999.

(b) Resigned as Chairman of the Board and Chief Executive Officer
effective August 19, 1999.

(d) Hired as Vice President - Chief Financial Officer on June 1, 1998.

(e) Amount represents the value of Mr. Seelbinder's severance agreement
with the Company dated as of August 19, 1999. Of this total, $416,899
represents two years' salary, $143,692 represents benefits for two
years, $100,000 represents relocation and office expenses, $212,000
represents the forgiveness of certain amounts owed to the Company by
Mr. Seelbinder, and $312,445 represents estimated bonus payable to
Mr. Seelbinder.

<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information concerning grants
of options to the Named Executive Officers during the fiscal year ended
January 2, 2000.

OPTION GRANTS FOR FISCAL YEAR ENDED JANUARY 2, 2000

Individual Grants Grant Date Value
-------------------------------------------------------------------------
Percent
Number of of Total Exer-
Securities Options cise
Underlying granted of
Options to Employees Base Grant Date
Granted in Fiscal Price Expiration Present
Name (shares) Year ($/share) Date Value $
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Henry R. Hillenmeyer 299,300(b) 70.4% $ 4.44 8/19/09 $673,425(d)

G. Arthur Seelbinder 8,800(a)(e) 2.1% $ 5.875 1/25/09 $25,872(c)

Glenn W. Cockburn 5,800(a) 1.4% $ 5.875 1/25/09 $17,052(c)

Phillip L. Pritchard 7,300(a) 1.7% $ 5.875 1/25/09 $21,462(c)

Mark W. Mikosz 5,100(a) 1.2% $ 5.875 1/25/09 $14,994(c)

</TABLE>

(a) These options were granted on January 25, 1999. The exercise price is
the market value of the common stock on January 25, 1999. Each option
vests in four equal installments on each of the first four
anniversaries of the date of original grant and lapses 90 days after
death or disability or 30 days after termination of employment. All
unvested options vest upon a change in control. See "Change in
Control Arrangements."

(b) These options were granted on August 19, 1999. The exercise price is
the market value of the common stock on August 19, 1999. These options
were not issued under our 1996 Officers Stock Option Plan and were
issued in conjunction with Mr. Hillenmeyer's Employment Agreement
dated August 19, 1999. These options vest at the rate of 8,313 shares
per month for 35 months and 8,345 shares in the 36th month. The
options lapse 90 days after death or disability or 30 days after
termination of employment. The options expire on August 19, 2009.
All unvested options vest upon a change in control. See "Change in
Control Arrangements."

(c) The per share weighted-average fair value of stock options during 1999
was $2.94 on the date of grant using the Black Scholes option-pricing
model with the following weighted average assumptions: expected
dividend yield of 0.00 percent, risk-free interest rate of 6.58%, an
expected life of 5 years, and volatility of 47%.

(d) The per share weighted-average fair value of stock options granted to
Mr. Hillenmeyer during 1999 was $2.25 on the date of grant using the
Black Scholes option-pricing model with the following weighted average
assumptions: expected dividend yield of 0.00 percent, risk-free
interest rate of 6.58%, an expected life of 5 years, and volatility
of 47%.

(e) In conjunction with Mr. Seelbinder's Severance Agreement dated August
19, 1999, stock options granted to Mr. Seelbinder will continue to
vest through August 19, 2000, at which time any unexercised options
will lapse.

<PAGE>

The following table sets forth, as of February 29, 2000, the number
of stock options and the value of unexercised stock options held by the Named
Executive Officers and the exercises of stock options during the year ended
January 2, 2000 by the Named Executive Officers.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END STOCK OPTION VALUES

<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options
Options at
at Fiscal Fiscal
Shares Year-End Year-End
Acquired Value (Exercisable/ (Exercisable/
Name on Exercise Realized Unexercisable) Unexercisable)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Henry R. Hillenmeyer - - 33,252 / 266,048 $0 / $0

G. Arthur Seelbinder - - 179,418 / 123,879 $0 / $0

Glenn W. Cockburn 33,332 $40,498 127,912 / 33,058 $0 / $0

Phillip L. Pritchard - - 236,521 / 67,160 $0 / $0

Mark W. Mikosz - - 5,463 / 21,491 $0 / $0

</TABLE>

EMPLOYMENT AGREEMENT AND CHANGE IN CONTROL ARRANGEMENTS

Employment Agreement

On August 19, 1999, we entered into an employment agreement with Henry
R. Hillenmeyer as Chairman of the Board and Chief Executive Officer which
provides for an annualized salary of $226,000. Pursuant to the employment
agreement, Mr. Hillenmeyer was entitled to a bonus in accordance with the
executive bonus plan based upon an annualized bonus percentage amount of 175%
for the remainder of fiscal year 1999. No bonus was paid based on our
performance in the second half of 1999. In addition, Mr. Hillenmeyer received
a signing bonus of $250,000 and a grant of 299,300 non-qualified stock options.
The exercise price of these options is $4.44. These options vest at the rate
of 8,313 shares per month for 35 months and 8,345 shares in the 36th month.
The options expire on August 19, 2009. The term of the employment agreement
continues until terminated by either Mr. Hillenmeyer or Cooker, with or without
cause; provided, however, that if either party terminates the employment
agreement without cause, a 30-day written notice is required.

Change in Control Arrangements

The Compensation Committee has authorized us to enter into contingent
employment agreements with the Chairman of the Board, President, Vice
Presidents, Secretaries or Treasurers of Cooker. These employment agreements
will be effective only after a change in control of Cooker has occurred. A
change in control includes (a) the acquisition of 20 percent or more of our
common stock without the prior approval of the board of directors, (b) a
majority of the directors elected at any meeting of shareholders being persons
who are not nominated by our then current board of directors, or (c) any
merger, consolidation or transfer of substantially all of our assets without
approval by the board of directors. Furthermore, these agreements become
effective only if we had a 10 percent return on assets and 15 percent earnings
per share growth during the year preceding the year during which a change in
control occurred. If a change in control occurs and we have met the
profitability and growth targets set forth in the agreements, the employees
who were party to the agreements will be employed by us for at least five years
after the change in control with authority, responsibility and compensation
not less than they had before the change in control. The agreements provide
that, while the employees are employed by us after a change in control, they
will not compete with us and will protect our confidential information and
intellectual property. If an employee's employment is terminated by us without
cause (defined for this purpose to include willful failure to perform material
employment obligations, acts of deliberate dishonesty involving the business

<PAGE>

of Cooker or conviction of a felony involving the business of Cooker, as
determined by the board of directors after notice, opportunity to cure and a
hearing), or if the employee resigns because he has determined in good faith
that his authority, responsibility or compensation has been diminished, we must
pay a severance payment equal to the maximum amount payable under Section 280G
of the Code, which is generally three times the employee's average compensation
over the previous five years. Under the agreements, we must bear all costs and
legal fees associated with the agreement's enforcement by the employee and
indemnify the employee against all claims by third parties or us unless the
employee has been determined to be liable to us in a derivative action and a
court refuses to grant him indemnification. The agreements may be canceled by
the board of directors at any time before a change in control has occurred.
To date, we have entered into a contingent employment agreement with Glenn
W. Cockburn.

Our stock option plans (including the 2000 Non-Employee Director Stock
Option Plan described under Proposal 2) each contain a provision providing that
each option granted under the plan will become immediately exercisable as to 100
percent of the common stock subject to such option upon any change in control
of Cooker. A change in control is defined under the plans to include (a) the
acquisition of 20 percent or more of our common stock without the prior
approval of the board of directors, (b) a majority of the directors elected
in any annual meeting of shareholders being persons who are not nominated by
our then current board of directors, or (c) any merger, consolidation or
transfer of substantially all of our assets without approval by the board of
directors.

CERTAIN TRANSACTIONS

In 1994, the board of directors approved a guaranty by us of a loan of
$5,000,000 to G. Arthur Seelbinder, the former Chairman of the Board and a
current Director, and his wife. In January 1997, the Board approved a
refinancing of the loan with The Chase Manhattan Bank of New York (the "Bank").
The loan was secured by 323,007 common stock owned by Mr. Seelbinder and a
cash deposit from us of approximately $3,000,000. The term of the loan and the
guaranty were extended until March 1, 2000, at which time the loan matured.
As of March 1, 2000 the balance of the loan was $3,753,397.

On March 8, 2000, the Bank sold Mr. Seelbinder's stock for $666,202 in
a private transaction, and applied this amount to the loan. The remaining
balance of the loan of $3,087,195 was funded by us as a result of our guaranty.
In addition to any rights we have to collect from Mr. Seelbinder as the Bank's
successors, any amount due to Mr. Seelbinder under the settlement agreement we
entered into with him when he stepped down as Chairman and chief executive
officer are to be paid to us and applied to the amounts we paid on account of
the guaranty. Our liability under the guaranty will be fully provided for
between our existing reserve and amounts offset against the settlement
agreement. The payments we made should not have any adverse consequences on
our operations or financial statements.

As of August 19, 1999, Mr. Seelbinder agreed that he would no longer
serve as our Chairman and chief executive officer. At the same time, we agreed
with Mr. Seelbinder, among other things, to continue his compensation,
including his participation in our executive bonus pool, and the vesting of
options previously granted to him, through August 19, 2001, and to pay him a
relocation allowance of $100,000. We reserved approximately $1,088,000 in the
third quarter of 1999 on account of Mr. Seelbinder's settlement agreement.

<PAGE>

REPORT OF COMPENSATION COMMITTEE

General Philosophy on Executive Compensation

The primary purpose of our executive compensation system as set forth
in our Long Range Strategic Plan for the Fiscal Years 1999 through 2002, is
to promote, support and reward exceptional growth and premium profitability
and thereby to maximize the value of Cooker to its shareholders.

Our executive compensation system consists of three components: salary
and fringe benefits, cash bonus payments and stock options. All of the Named
Executive Officers, including the Chief Executive Officer, are compensated
under this system which is administered by the Compensation Committee.

Salary and fringe benefits (e.g., group health and life insurance
are intended to be no higher than the median of the base salaries and benefits
paid by comparable restaurant companies. The Committee's objective is to
minimize this component and increases in it so as to minimize fixed costs and
break-even levels. Base salaries are reviewed and adjusted by the Committee
based upon management's recommendations annually. The Committee's review
includes a review of salaries paid by comparable restaurant companies to
comparable officers, including the chief executive officer, as shown in their
proxy statements and by a trade association survey. These companies consist
of publicly-traded full-service restaurants in the casual dining segment of
the restaurant industry.

Cash bonus payments are a function of our incentive bonus plan, which
is administered by the Compensation Committee. The bonuses payable under the
incentive bonus plan are determined by the multiplication of three factors:
the individual executive's base salary during the period of determination,
which is usually one-half of a fiscal year, the bonus percentage amount set
for each executive by the Compensation Committee at the same time that his
base salary is set, and the par percentage of Cooker as a whole for the period
of determination. The par percentage of Cooker is based on an earnings per
share (diluted) target as determined by the Compensation Committee at the
beginning of each fiscal half-year period. The earnings per share (diluted)
target approved by the Committee becomes 100 percent of par. At the beginning
of each half-year, the Compensation Committee establishes increments by which
the par percentage is increased or decreased if the actual earnings per share
(diluted) achieved for the half-year exceeds or falls short of the budgeted
amount. At the end of each half-year, the Compensation Committee reviews our
financial performance for that half-year and determines the par percentage,
which determination may include such adjustments as the Committee deems
advisable. The determination of cash bonus is a mechanical exercise after the
determination of the par percentage. Thus, if an executive's annual base salary
is $80,000, his bonus percentage is 35 percent of base salary and our earnings
per share (diluted) for the half-year exceeded budget by a sufficient amount
so that the Compensation Committee set the percentage payout at 125 percent of
par, the executive's bonus for the fiscal half-year would be 1/2 x $80,000 x 35
percent x 125 percent or $17,500. The sum of salary and cash bonus payments at
par should raise the executive's total compensation to the third quartile of
total compensation paid by comparable restaurant companies to comparable
officers. The incentive bonus plan has been operated by the Committee since
our initial public offering in 1989. During that time, par percentages have
varied from a low of zero percent to a high of 154 percent. The percentage
payout was 100 percent for the first half of 1999 and was 0 percent for the
second half of 1999. The cumulative average percentage payout under the
incentive bonus plan through the end of fiscal year 1999 is 83.2 percent.

<PAGE>

The final element of our executive compensation system is the grant
of stock options. The Compensation Committee grants options to the executives
periodically under our Employee Stock Option Plans which are administered by
the Compensation Committee. Options generally have a ten year term, become
exercisable as to 25 percent of the grant on each of the first four
anniversaries of the date of grant (subject to change in control provisions
discussed below under "Change in Control Arrangements"), lapse after
termination of employment and have an exercise price equal to the market price
of common stock on the date of grant. Assuming a constant price to earnings
ratio, stock options, like cash bonus payments, reward profitability.
Additionally, since profitable earnings growth should raise the price to
earnings ratio above our competitors, stock options should reward growth and
the commensurate increase in our value to its shareholders.

The addition of stock options to the compensation system should raise
our compensation levels provided to its executives to a superior level in the
marketplace which should allow us to attract and retain superior talent. At
the same time, we and our shareholders are protected by the large variable
amount of compensation which is paid only if superior results are achieved
and by the nature of the incentives to maximize income and growth built into
the system.

Compliance with Internal Revenue Code Section 162(m)

Under Section 162(m) of the Code, compensation paid by us to Named
Executive Officers which is in excess of $1,000,000 in a year will not be
deductible by us for purposes of determining its federal taxable income
unless such compensation is paid under a performance-based plan which is
approved by the shareholders of Cooker. Under the Internal Revenue Service
Regulations promulgated under Section 162(m), our 1988 and 1992 employee
stock option plans (as amended in 1996) and the 1996 Officers' Stock Option
Plan should be deemed to be performance-based compensation plans and amounts
realized by the Named Executive Officers under such plans should continue to
be deductible by us. Because of the favorable treatment of our employee stock
option plans and the remoteness of the possibility that base compensation and
cash bonus levels will exceed $1,000,000 during fiscal 1996 and the years
thereafter, the Committee did not consider the impact of Section 162(m) on
its decisions concerning compensation.

Compensation of Chief Executive Officer

In fiscal 1999, Mr. Hillenmeyer, our Chief Executive Officer, received
a salary of $78,231 from August 19, 1999 through the end of the year, based on
an annual salary of $226,000, and a bonus of $250,000. In addition, he
received an incentive grant of options to purchase 299,300 shares of our common
stock at an exercise price of $4.44. The Compensation Committee believes that
the option grant was necessary to obtain Mr. Hillenmeyer's acceptance of our
offer to serve as our chairman of the board and chief executive officer. The
Committee also believes that the option grant will provide Mr. Hillenmeyer
with incentive to maintain his commitment to Cooker into the future. See
"Employment Agreement" for a description of the employment agreement between
Mr. Hillenmeyer and Cooker.

Compensation of Non-Management Directors

In 1999, each of our directors who was not employed by us received
$2,200 per quarter, $500 per board meeting attended, and $500 per committee
meeting attended as compensation for his services as a director. In 1999, the
chairman of the strategic planning committee received a retainer of $18,000
for his services as chairman of that committee.

Until January 24, 2000, directors had been granted options to purchase
common stock under the 1992 Directors Stock Option Plan (the "1992 Plan"). On
January 24, 2000, the board of directors terminated the 1992 Plan and
accordingly, no additional grants may be made under the 1992 Plan. All
options granted under the 1992 Plan prior to its termination will remain
outstanding and vest in accordance with their terms and the terms of the 1992
Plan. The 1992 Plan provided for the issuance of stock options

<PAGE>

to non-management directors as determined by a committee appointed by the
board of directors at an exercise price no less than fair market value at the
date of grant. Each option permitted the holder to purchase one share of our
common stock at the stated exercise price up to ten years from the date of
grant. Options vested at a rate of 25 percent per year or, if there was a
change in control of Cooker, the options became fully vested and exercisable.

COMPENSATION COMMITTEE

Robin V. Holderman
David T. Kollat (Chair)
D. Shannon LeRoy

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee are Robin V. Holderman,
D. Shannon LeRoy, and David T. Kollat. No member of the Compensation Committee
was at any time during fiscal 1999, or prior, an officer or employee of Cooker
or any subsidiary of Cooker.

<PAGE>

STOCK PERFORMANCE GRAPH

Common Stock Performance

The following graph shows the yearly percentage change in the
cumulative total return to holders of common stock, assuming dividend
reinvestment, and the cumulative total return, assuming dividend reinvestment,
of the Russell 2000 Index and the Value Line Restaurant Industry Index since
the market close on the last trading day before the beginning of our fifth
preceding fiscal year (1994), through and including the end of our last
completed fiscal year (1998). The Russell 2000 Index is a capitalization
weighted index of domestic equities traded on The New York and American Stock
Exchanges and the Nasdaq National Market which excludes the 1,000 largest
capitalization equities of the 3,000 such equities. Common stock are traded on
The New York Stock Exchange and fit within the Russell 2000 Index definition.
The Value Line Restaurant Industry Index is published in the Value Line
Industry Review. The graph is based upon an assumed investment of $100.00 in
each of common stock, the Russell 2000 Index and the Value Line Restaurant
Industry Index on the last trading day before the beginning of our fifth
preceding fiscal year.

Comparison of Five-Year Cumulative Total Return
Common Stock Performance
(Performance Results Through 12/31/1999)

Begin 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>

Common Shares......... 100% 188.73% 195.95% 162.16% 102.54% 49.84%
Russell 2000.......... 100% 128.44% 149.55% 182.75% 177.76% 209.46%
VLRI.................. 100% 135.36% 113.88% 99.59% 122.16% 121.20%

</TABLE>

<PAGE>

PROPOSAL TWO

APPROVAL OF THE 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Vote Required. Under our Bylaws, the Plan will be approved if it
receives approval of the holders of a majority of the outstanding shares
present in person or by proxy and entitled to vote at this annual meeting.
Broker non-votes with respect to this matter will not be deemed to have been
cast either "for" or "against" the Plan.

General

The board of directors believes that the ability to attract and retain
the services of experienced and knowledgeable independent directors is
essential to the growth and success of Cooker. Stock options provide an
additional incentive to directors to work for the best interests of the
corporation and its shareholders through an investment interest in the future.

On January 24, 2000, the board of directors adopted, subject to
shareholder approval, the 2000 Non-Employee Director Stock Option Plan.

The following is a summary of the provisions of the 2000 Non-Employee
Director Stock Option Plan. This summary is qualified in its entirety by
reference to the text of the Plan included in this proxy statement as
Appendix 1.

Administration. The 2000 Non-Employee Stock Option Plan shall be
administered by the Board or in the Board's sole discretion by the Compensation
Committee of the Board (the "Committee," and with the Board "the
Administrator") or such other committee as may be specified by the Board to
perform the functions and duties of the Committee under the Plan. Subject to
the provisions of the Plan, the Administrator shall determine the persons to
be granted stock options. The Administrator is authorized to interpret the
Plan, to promulgate, amend, and rescind rules and regulations relating to the
Plan, and to make all the determinations necessary or advisable for the Plan's
administration.

Shares Subject to Plan. The maximum number of shares with respect to
which stock options may be granted is 200,000 shares of common stock. If an
option is canceled, expires or terminates for any reason without having been
fully exercised, the number of shares with respect to which the option was not
exercised at the time of its cancellation, expiration or termination shall
again become available for grant under the Plan.

Eligibility for and Grant of Options. The Plan permits grants of
stock options to non-employee members of the Board. Initial option grants are
made to each participant who is first elected to the Board after January 1,
2000. The participant shall receive an automatic grant of ten thousand
(10,000) shares within one month after the date the participant is elected to
the Board. In addition, each year on the date of the annual meeting of the
shareholders, an automatic grant of seven thousand, five hundred (7,500) shares
shall be made to the participants who attended at least seventy-five per cent
(75%) of the total number of meetings of the Board (and committees thereof on
which the participant served) held during the immediately preceding calendar
year. The Administrator may also grant discretionary options to participants.
All grants of options shall be nonqualified stock options, i.e., stock options
which do not constitute incentive stock options.

Option Agreement. The participants shall receive a written agreement
evidencing the grant of options and terms thereof.

<PAGE>

Option Price and Payment of Option Price. The stock options shall
be granted at fair market value of a share on the date the option is first
granted. Payment of the option price shall be made by the participant in the
form of cash or in common stock of Cooker for all shares purchased.

Exercise and Term of Options. Each stock option granted shall vest
and become exercisable on the date of grant of the option or shall be
exercisable at any time or times or in any installments as determined by the
Administrator at the time of grant. If not sooner terminated, the grant shall
expire 10 years from the date of grant. The Plan provides for the immediate
vesting of all options in the event of a "Change in Control" of Cooker (as
defined in the Plan). If a participant ceases to be a director for any reason,
no portion of an option that has not vested will become exercisable.

Nontransferability of Options. No option granted under the Plan may
be transferred, assigned, pledged or hypothecated in any way, other than by
will or by the laws of descent and distribution. All options granted to a
participant under the Plan shall be exercisable during his or her lifetime
only by such participant.

Termination from Board of Directors. In the event the service of a
participant on the Board is terminated by reason of death or disability, any
option granted under the Plan to that participant that has vested prior to the
event may be exercised for a period of twelve months after the date of
termination. If termination occurred for any other reason, an option granted
under the Plan to that participant that has vested prior to the occurrence
may be exercised for a period of sixty days after the date of termination.
An option shall not be exercisable subsequent to its expiration date.

Investment Purpose. The Administrator may require a participant to
furnish a written statement representing and warranting that the acquisition
of shares of stock shall be for the participant's own account, for investment
and not with a view to the resale or distribution thereof.

Effectiveness of Plan. The Plan shall be effective on the date the
Plan is approved by the affirmative vote of the holders of a majority of the
outstanding shares of common stock present, or represented, and entitled to
vote at a meeting of shareholders.

Termination, Duration and Amendments of Plan. Unless sooner terminated,
the Plan will terminate on the date ten years after its approval by the
shareholders. No options may be granted thereafter. The termination
shall not effect any options outstanding on the date of termination.
Shareholder approval is necessary to

* authorize the grant of options that may be exercised more than
ten (10) years after the date of grant or have an exercise
price less than fair market value on the date of grant;

* materially increase the number of shares which may be issued
under the Plan;

* materially modify the requirements for eligibility to
participate in the Plan; and

* alter or impair the rights of a participant under any option
granted before the adoption of an amendment or termination by
the Board, without the written consent of the participant.

Ratification of Prior Grants. R. Shannon LeRoy and Brad Saltz,
the two newly elected non-employee directors, were each granted options
to purchase 10,000 shares of our common stock in January 2000 subject to
shareholder approval.

Certain Tax Consequences of the 2000 Non-Employee Director Stock
Option Plan. The following discussion of the Federal tax consequences of
the plan is based on the Internal Revenue Code provisions currently in
effect, current regulations, and administrative rulings of the Internal
Revenue Service.

<PAGE>

The discussion is limited to the tax consequences to United States citizens
and does not consider the potential impact of state or local tax laws. It is
not intended to be a complete discussion of all of the United States income
tax consequences of the plan or of all of the requirements that must be
satisfied to qualify for the tax treatment described in this discussion.
Changes in the law and the regulations may modify the discussion, and, in some
cases, changes may be retroactive. In addition, tax consequences may vary
depending upon the personal circumstances of individual holders of options
and rights and the tax requirements applicable to residents of countries
other than the United States.

An option holder will not recognize income upon the grant of a
non-qualified option under the plan, or at any other time prior to the exercise
of the option. Upon exercise of a non-qualified option, the option holder will
recognize compensation taxable as ordinary income in an amount equal to the
excess of the fair market value of the common stock on the date the option is
exercised over the option price of the common stock. This income is subject to
withholding and other employment taxes. Cooker is entitled to a deduction in a
like amount for compensation paid to the option holder provided that such
option (1) is not traded on an exchange and (2) the option holder does not
elect to report the income in the year of the option grant. The ordinary income
recognized upon exercise of the option constitutes "personal service income"
for purposes of Federal income taxes.

A subsequent taxable disposition of shares of common stock acquired
upon exercise of a non-qualified option and held as a capital asset will result
in a capital gain or loss measured by the difference between the fair market
value of the common stock on the date the option was exercised and the amount
realized on later disposition. The gain or loss will be long-term if the
shares of common stock are held for more than twelve months and short-term
if held for twelve months or less.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ADOPTION OF THE 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

INDEPENDENT ACCOUNTANTS

On October 29, 1999, we engaged Deloitte & Touche LLP ("D&T") to serve
as principal accountant. The engagement of D&T has been approved by our audit
committee. KPMG LLP ("KPMG") tendered their resignation as principal
accountants on October 18, 1999.

During the past two fiscal years and any subsequent interim period
prior to engaging D&T, we did not consulted D&T regarding (i) either the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered
on the financial statements of Cooker, or (ii) any matter that was either
the subject of a disagreement or a reportable event (as defined by applicable
law.)

KPMG's report on our financial statements for the past two fiscal
years did not contain an adverse opinion or disclaimer of opinion, and was
neither qualified nor modified as to uncertainty, audit scope, or accounting
principles.

During our two most recent fiscal years and any subsequent interim
period preceding such resignation, there were no disagreements with KPMG on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of KPMG, would have caused them to make reference
to the subject matter of the disagreement(s) in connection with their opinion
and no reportable events (as defined by applicable law.)

<PAGE>

A representative of D&T has been invited and is expected to be present
at the annual meeting. The representative will have an opportunity to make a
statement if he so desires and is expected to be available to respond to
appropriate questions of shareholders.

REPORT TO SHAREHOLDERS

A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JANUARY 2, 2000, AND ANY AMENDMENTS THERETO, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER UPON WRITTEN
REQUEST TO US AT 5500 VILLAGE BOULEVARD, WEST PALM BEACH, FLORIDA 33407,
ATTENTION: INVESTOR RELATIONS.

SHAREHOLDER PROPOSALS

A shareholder proposal intended for inclusion in the proxy statement
and form of proxy for our Annual Meeting of Shareholders to be held in 2001
must be received by us before November 28, 2000. Proposals should be sent to
our executive offices at 5500 Village Boulevard, West Palm Beach, Florida
33407, Attention: Corporate Secretary.

A shareholder who wishes to nominate a candidate for election to the
board of directors must follow the procedures outlined in Section 2.04 of our
Code of Regulations. A copy of the Code of Regulations is available upon
request from our Corporate Secretary, 5500 Village Boulevard, West Palm Beach,
Florida 33407. One of the procedural requirements in the Code of Regulations
is timely written notice of the nomination, in a form complying with the Code
of Regulations. In order to nominate a candidate for the board of directors
election at the 2001 Annual Meeting, this notice must be delivered to the
Secretary of the Corporation before November 17, 2000.

OTHER BUSINESS

The board of directors does not intend to present, and has no
knowledge that others will present, any other business at the meeting. If,
however, any other matters are properly brought before the meeting, it is
intended that the persons named in the enclosed proxy will vote the shares
represented thereby in accordance with their best judgment.

Kindly date, sign and return the enclosed proxy card.

By Order of the Board of Directors

/s/Henry R. Hillenmeyer
________________________
Henry R. Hillenmeyer
Chairman and Chief Executive Officer

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APPENDIX 1
COOKER RESTAURANT CORPORATION
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1. Purpose of Plan: The purpose of the 2000 Non-Employee
Director Stock Option Plan (the "Plan") is to attract and retain the services
of experienced and knowledgeable independent directors of Cooker Restaurant
Corporation, an Ohio corporation (the "Corporation"), and to provide additional
incentive for such directors to continue to work for the best interests of the
Corporation and its shareholders through an investment interest in the future
success of the Corporation.

2. Administration: The Plan shall be administered by the Board
of Directors of the Corporation (the "Board") or, at the election of the
Board, by the Compensation Committee of the Board (the "Committee"; and with
the Board, the "Administrator"). Subject to the provisions of the Plan, the
Administrator shall grant stock options under the Plan and is authorized to
interpret the Plan, to promulgate, amend and rescind rules and regulations
relating to the Plan and to make all other determinations necessary or
advisable for its administration. Interpretation and construction of any
provision of the Plan by the Administrator shall be final, conclusive, and
binding upon the Corporation and the Participant.

3. Indemnification of Administrator: In addition to such other
rights of indemnification as they may have, the members of the Administrator
shall be indemnified by the Corporation against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan or any
option granted hereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such member of
the Administrator has acted in bad faith; provided, however, that within sixty
(60) days after receipt of notice of institution of any such action, suit or
proceeding a member of the Administrator shall offer the Corporation in
writing the opportunity, at its own cost, to handle and defend the same.

4. Maximum Number of Shares Subject to Plan: The maximum number
of shares with respect to which options may be granted under the Plan shall
be in the aggregate of Two Hundred Thousand (200,000) shares of common shares,
without par value, of the Corporation (the "Common Shares"), which may consist
in whole or in part of the authorized and unissued Common Shares of the
Corporation or shares of Common Shares purchased on the open market or from
private sources. If an option is canceled, expires or terminates for any
reason without having been fully exercised, the number of shares with respect
to which the option was not exercised at the time of its cancellation,
expiration or termination shall again become available for the grant of
options under the Plan. The number of shares subject to each outstanding
option, the number of shares subject to each option to be granted under the
Plan, the option price with respect to outstanding options, and the aggregate
number of shares remaining available under the Plan shall be subject to such
adjustment as the Administrator, in its discretion, deems appropriate to
reflect such events as stock dividends, stock splits, recapitalizations,
mergers, consolidations or reorganizations of or by the Corporation, provided,
however, that no fractional shares shall be issued pursuant to the Plan, no
options may be granted under the Plan with respect to fractional shares, and
any fractional shares resulting from such adjustments shall be eliminated from
any outstanding option.

5. Eligibility for and Grant of Options:

(a) Eligibility. Each member of the Board who otherwise (i) is not
presently an employee of the Corporation, (ii) is not a former employee still
receiving compensation for prior services (other than benefits under a

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tax-qualified pension plan), and (iii) is not currently receiving remuneration
from the Corporation in any capacity other than as a director shall be
eligible for the grant of stock options under the Plan (a "Participant").

(b) Initial Option Grants. In addition to any other grants made
pursuant to the terms of the Plan, each Participant who is first elected to
the Board at any time after January 1, 2000 shall automatically receive a
one-time grant of an option to purchase Ten Thousand (10,000) shares of the
Common Shares of the Corporation (subject to adjustment as provided in
Paragraph 4). Any such award shall be made within one month after the date
such Participant is first elected to the Board, but in no event prior to the
date the Plan is approved by the shareholders of the Corporation in accordance
with Section 15.

(c) Annual Option Grants. In addition to any other grants made
pursuant to the terms of the Plan, beginning with the annual meeting of the
shareholders of the Corporation pursuant to which the Plan is approved, each
year on the date of the annual meeting of the shareholders of the Corporation,
there shall automatically be granted to each Participant who is serving on or
elected to the Board on such date and who attended at least seventy-five per
cent (75%) of the total number of meetings of the Board (and committees
thereof on which the Participant served) held during the immediately
preceding calendar year (or if the Participant has served for less than a full
calendar year, such Participant attended at least seventy-five per cent (75%)
of the total number of meetings of the Board and committees which were held
during that period), an option to purchase Seven Thousand Five Hundred (7,500)
shares of the Common Shares of the Corporation (subject to adjustment as
provided in Paragraph 4).

(d) Discretionary Option Grants. Subject to the terms of the Plan,
the Administrator may grant Participants such number of stock options as the
Administrator may determine from time to time in addition to those grants made
pursuant to the terms of Section 5(b) and 5(c) hereof.

(e) Nonqualified Stock Options. The options to be granted under the
Plan shall be nonqualified stock options (stock options which do not
constitute "incentive stock options" within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended).

6. Written Agreement: Each option shall be evidenced by a written
agreement which shall contain such provisions as may be approved by the
Administrator. Such agreements shall constitute binding contracts between the
Corporation and the Participant and every Participant, upon acceptance of such
agreement, shall be bound by the terms and restrictions of the Plan and of the
agreement. The terms of each such agreement shall be in accordance with the
Plan, but the agreements may include such additional provisions and
restrictions determined by the Administrator, provided that such additional
provisions and restrictions are not inconsistent with the terms of the Plan.

7. Option Price: The price per share for which the shares
covered by an option may be purchased shall be the fair market value of a
share (the "Fair Market Value") on the date the option is first granted.
Fair Market Value shall be deemed to be (a) if the shares of the Common Shares
are listed or admitted to trading on a national securities exchange or the
Nasdaq National Market, the per share of Common Shares closing price regular
way on the principal national securities exchange or the Nasdaq National
Market on which the shares of Common Shares are listed or admitted to trading
on the day prior to the date of determination or, if no closing price can be
determined for the date of determination, the most recent date for which such
price can reasonably be ascertained, or (b) if the shares of Common Shares are
not listed or admitted to trading on a national securities exchange or the
Nasdaq National Market, the mean between the representative bid and asked per
share prices in the over-the-counter market at the closing of the day prior to
the date of determination or the most recent such bid and asked prices then
available, as reported by NASDAQ or if the shares of Common Shares are not then
quoted by NASDAQ as furnished by any market maker selected from time to time by
the Corporation for that purpose.

8. Payment of Option Price: At the time of the exercise in whole
or in part of any option granted hereunder, payment of the option price in
full in cash or in Common Shares of the Corporation shall be made by the

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Participant for all shares so purchased. No Participant shall have any of
the rights of a shareholder of the Corporation under any option until the
actual issuance of shares to said Participant, and prior to such issuance,
no adjustment shall be made for dividends, distributions or other rights in
respect of such shares, except as provided in Paragraph 4.

9. Exercise and Term of Options: Subject to the provisions of
this Paragraph 9, (i) each stock option granted pursuant to either Section 5
(b) or 5(c) shall vest and become exercisable on the date of grant of the
option; and (ii) each other stock option granted hereunder shall be
exercisable at any time or times or in any installments as may be determined
by the Administrator at the time of the grant. If not sooner terminated as
provided herein, each option granted hereunder shall expire ten (10) years from
the date of grant. Notwithstanding the foregoing, all options that have not
previously been exercised, nor lapsed and ceased to be exercisable, shall vest
and become exercisable upon the occurrence of a Change in Control; but under
no circumstance shall any portion of an option that has not vested and become
exercisable at the time the Participant ceases to be a director, for any
reason, vest or become exercisable at any time after the Participant ceases to
be a director.

A "Change in Control" means (a) the acquisition by any person (defined
for the purposes of this Section to mean any person within the meaning of
Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")),
other than the Corporation or an employee benefit plan created by its Board
for the benefit of its employees, either directly or indirectly, of the
beneficial ownership (determined under Rule 13d-3 of the regulations
promulgated by the Securities and Exchange Commission ("SEC") under Section
13(d) of the Exchange Act) of securities issued by the Corporation having 20%
or more of the voting power of all the voting securities issued by the
Corporation in the election of directors at the next meeting of the holders of
voting securities to be held for such purpose, and such person acquired such
beneficial ownership without the prior consent of the Board; (b) the election
of a majority of the directors elected at any meeting of the holders of voting
securities of the Corporation who are persons who were not nominated for such
election by the Board or a duly constituted committee of the Board; or (c) the
merger or consolidation with, or transfer of substantially all of the assets
of the Corporation to, another person and the Board does not adopt a
resolution, before the Corporation enters into any agreement for such merger,
consolidation or transfer, determining that it is not a Change in Control.

A Participant may exercise an option, if then exercisable, in whole or
in part by delivery to the Corporation of written notice of the exercise, in
such form as the Administrator may prescribe, accompanied by full payment for
the shares with respect to which the option is being exercised.

If an option is exercised as to less than all of the shares of Common
Shares purchasable thereunder, new duly executed option agreements reflecting
the decreased number of shares of Common Shares exercisable under such option,
but otherwise of the same tenor, shall be returned to the Participant.

Successive options may be granted to the same Participant, whether or
not the option(s) previously granted to such Participant remain unexercised.
A Participant may exercise an option, if then exercisable, notwithstanding
that options previously granted to such Participant remain unexercised.

10. Nontransferability: No stock option granted under this Plan
shall be transferred, assigned, pledged or hypothecated in any way, whether by
operation of law (including bankruptcy) or otherwise except pursuant to a
will or the laws of descent and distribution or pursuant to a valid qualified
domestic relations order. During the lifetime of the Participant, a stock
option may be exercised only by that Participant.

11. Continuation of Service: The Administrator may require, in
its discretion, that any Participant under the Plan to whom an option shall
be granted shall agree in writing as a condition of the granting of such
option to continue serving on the Board for a designated minimum period from
the date of the granting of such option as shall be fixed by the Administrator.
Nothing contained in the Plan or in any option granted pursuant to the Plan,
nor any action taken by the Administrator hereunder, however, shall confer

<PAGE>

upon any Participant any right with respect to continuation of membership on
the Board nor interfere in any way with the right of the Corporation to
terminate such person's membership on the Board at any time.

12. Termination of Service: If the membership of a Participant
on the Board terminates by reason of death or disability, an option granted
to such Participant which has vested prior to the date of termination may be
exercised for a period of twelve months after the date of termination. If the
membership of a Participant on the Board terminates for any reason other than
death or disability, an option granted to such Participant which has vested
prior to the date of termination may be exercised for a period of sixty days
after the date of termination. In no event, however, shall an option be
exercisable subsequent to its expiration date. An option may only be
exercised after termination of a Participant's membership on the Board
(irrespective of the reason for such termination) to the extent it was
exercisable on the date of termination, and an Option, or any portion thereof,
that was not exercisable on the date of termination shall be forfeited.

13. Investment Purpose: If the Administrator in its discretion
determines that as a matter of law such procedure is or may be desirable, it
may require a Participant, upon any acquisition of stock hereunder, to execute
and deliver to the Corporation a written statement, in form satisfactory to the
Administrator, representing and warranting that the Participant's acquisition
of shares of stock shall be for such person's own account, for investment and
not with a view to the resale or distribution thereof and that any subsequent
offer for sale or sale of any such shares shall be made either pursuant to (a)
a Registration Statement on an appropriate form under the Securities Act of
1933, as amended (the "Securities Act"), which Registration Statement has
become effective and is current with respect to the shares being offered and
sold, or (b) a specific exemption from the registration requirements of the
Securities Act, but in claiming such exemption the Participant shall, prior
to any offer for sale or sale of such shares, obtain a favorable written
opinion from counsel for or approved by the Corporation as to the availability
of such exemption. The Corporation may endorse an appropriate legend
referring to the foregoing restriction upon the certificate or certificates
representing any shares issued or transferred to the Participant.

14. Withholding Payments: If upon the exercise of an option
there shall be payable by the Corporation any amount for income tax
withholding, either the Corporation shall appropriately reduce the amount of
stock to be issued to the participant or the Participant shall pay such amount
to the Corporation to reimburse it for such income tax withholding.

15. Effectiveness of Plan: The Plan shall be effective on the date
the Plan is approved by the affirmative vote of the holders of a majority of
the outstanding shares of Common Shares present, or represented, and entitled
to vote at a meeting of the shareholders of the Corporation.

16. Termination, Duration and Amendments of Plan: Unless sooner
terminated, the Plan shall terminate on the date ten (10) years after its
approval by the shareholders pursuant to Section 15, and no options may be
granted thereafter. The termination of the Plan shall not affect the validity
of any option outstanding on the date of termination.

The Board may at any time terminate the Plan, or make amendments to
the Plan as it may deem advisable; provided, however, that no amendment shall
be effective without the approval of the shareholders of the Corporation by
the affirmative vote of the holders of a majority of the outstanding shares
of Common Shares present, or represented, and entitled to vote at a meeting
of shareholders duly held, if it would:

(a) authorize the grant of options that may be exercised more then ten
(10) years after the date of grant or have an exercise price which is less
than the Fair Market Value on the date of grant;

(b) materially increase the number of shares which may be issued under
the Plan; or

<PAGE>

(c) materially modify the requirements for eligibility to participate
in the Plan; and, further, provided, however, that no amendment or termination
of the Plan shall be effective, to alter or impair the rights of a Participant
under any option granted before the adoption of such amendment or termination
by the Board, without the written consent of the Participant.

As adopted by the Board on January 24, 2000.

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