<PAGE> 1
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 240.14a-11(c) or 240.14a-12
SIZZLER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
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> 2
SIZZLER LOGO
TO OUR STOCKHOLDERS:
You are cordially invited to attend the Annual Meeting of Stockholders of
Sizzler International, Inc. to be held at the Radisson Hotel at 6161 West
Centinela Avenue, Culver City, California, on Tuesday, August 17, 1999 at 3:30
p.m. In the attached Notice of Annual Meeting of Stockholders and Proxy
Statement, we describe the matters expected to be acted upon at the Annual
Meeting. We are enclosing our 1999 Annual Report on Form 10-K with this letter.
Your vote is very important. Whether or not you expect to attend the Annual
Meeting, please complete, sign and date the enclosed proxy card and return it as
promptly as possible.
Sincerely,
/s/ JAMES A. COLLINS
James A. Collins
Chairman of the Board
Sizzler International, Inc.
6101 West Centinela Avenue, Culver City, CA 90230
<PAGE> 3
SIZZLER LOGO
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 17, 1999
To the Stockholders of
Sizzler International, Inc.:
The Annual Meeting of Stockholders of Sizzler International, Inc., a
Delaware corporation (the "Company"), will be held at the Radisson Hotel at 6161
West Centinela Avenue, Culver City, California 90230, on Tuesday, August 17,
1999 at 3:30 p.m. for the following purposes:
1. To elect three directors to serve until the 2002 Annual Meeting of
Stockholders and until their successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on June 30, 1999 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournment or postponement thereof.
In order to constitute a quorum for the conduct of business at the Annual
Meeting, holders of a majority of all outstanding shares of Common Stock must be
present in person or be represented by proxy. We hope that you will take this
opportunity to take an active part in the affairs of the Company by voting on
the business to come before the meeting, either by executing and returning the
enclosed proxy in the postage paid, return envelope provided or by casting your
vote in person at the meeting.
By Order of the Board of Directors,
/s/ RYAN S. TONDRO
Ryan S. Tondro
Secretary
Culver City, California
July 16, 1999
<PAGE> 4
SIZZLER INTERNATIONAL, INC.
6101 WEST CENTINELA AVENUE
CULVER CITY, CALIFORNIA 90230
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 17, 1999
SOLICITATION OF PROXIES
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Sizzler International, Inc., a Delaware
corporation (the "Company"). The proxies are intended to be used at the
Company's 1999 Annual Meeting of Stockholders, and any adjournment or
postponement thereof (the "Annual Meeting"). The Annual Meeting is to be held at
3:30 p.m. on Tuesday, August 17, 1999 at the Radisson Hotel at 6161 West
Centinela Avenue, Culver City, California for the purposes set forth in the
accompanying notice. This Proxy Statement is being mailed on or about July 16,
1999 to shareholders entitled to notice of and to vote at the Annual Meeting.
A form of proxy is enclosed with this Proxy Statement. The shares
represented by each properly executed unrevoked proxy will be voted as directed
by the stockholder executing the proxy. If no direction is made, the shares
represented by each properly executed unrevoked proxy will be voted in favor of
the election of the nominees named below under the heading "Election of
Directors" to the Company's Board of Directors. If any of the nominees become
unavailable as a candidate before his or her election, the proxies may be voted,
in the discretion of the proxy holders, for the election of other nominees.
The Company knows of no matters to be brought before the Annual Meeting
other than the election of directors. If any matter other than the election of
directors properly comes before the Annual Meeting, it is the intention of the
proxy holders to vote the proxies in accordance with their best judgment.
A stockholder giving a proxy may revoke it at any time before it is voted
by filing written notice of revocation with Ryan S. Tondro, Secretary of the
Company, at 6101 West Centinela Avenue, Culver City, California 90230 or by
appearing at the Annual Meeting and voting in person. A proxy is automatically
revoked by a stockholder giving a valid proxy bearing a later date.
RECORD DATE AND VOTING
Only stockholders of record at the close of business on June 30, 1999 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
thereof. As of June 30, 1999, a total of 28,797,828 shares of the Company's
Common Stock was outstanding, all of which are entitled to be voted at the
meeting.
Each share is entitled to one vote on any matter that may be presented for
consideration. Each nominee for election to the Board of Directors receiving the
greatest number of votes, up to the number of directors then to be elected, will
be the person elected as a director of the Company. The Company's Certificate of
Incorporation permits cumulative voting with respect to the election of
directors. Although the proxy holders do not presently intend to cumulate votes,
if one or more shareholders give notice at the Annual Meeting, prior to voting,
of an intention to cumulate votes for a nominated director, then all shares may
be voted cumulatively. Cumulative voting means that each share is entitled to a
number of votes equal to the number of directors to be elected. Such votes may
be cast for one nominee or distributed among two or more nominees.
The Company will appoint one or more inspectors to act at the Annual
Meeting. The inspector's duties will include determining the shares represented
at the Annual Meeting and the presence (or absence) of a quorum and tabulating
the votes of shareholders. The presence, either in person or by proxy, of
persons
1
<PAGE> 5
entitled to vote a majority in voting interest of the Company's outstanding
Common Stock will constitute a quorum for the transaction of business at the
Annual Meeting.
Abstentions may be specified as to any proposal to be brought before the
Annual Meeting other than the election of directors. Each abstention will be
counted for the purpose of determining the presence of a quorum for the
transaction of business and as a vote against such proposal. If a broker, bank,
custodian, nominee or other record holder of Common Stock indicates on a proxy
that it does not have discretionary authority to vote certain shares, the shares
held by such record holders will be considered "broker nonvotes." Broker
nonvotes will be counted for purposes of determining the presence of a quorum
for the transaction of business, but will not be counted as shares entitled to
vote on the matter and will have no effect on the result of the vote.
EACH STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON
IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
INFORMATION ABOUT THE COMPANY
The Company (together with its subsidiaries) owns and operates, and
franchises to others, restaurants that do business under the Sizzler(R) service
mark in the United States and abroad. Sizzler(R) restaurants operate in the
mid-scale dining market and feature a selection of grilled steak, chicken and
seafood entrees, sandwiches and specialty platters as well as a fresh fruit and
salad bar in a family environment. The Company also operates Kentucky Fried
Chicken(R) ("KFC") restaurants in Queensland, Australia.
The Company was incorporated on January 18, 1991 in connection with a
reorganization of its parent company Collins Foods International, Inc. ("CFI")
undertaken in contemplation of CFI's merger with PepsiCo, Inc. As part of the
reorganization, the Company's Common Stock was distributed to stockholders of
CFI. In addition, as part of the transaction, the Company acquired the remaining
outstanding shares of common stock of its 66%-owned subsidiary Sizzler
Restaurants International, Inc. ("SRI"), which became the Company's wholly-owned
subsidiary.
On June 2, 1996, the Company, SRI and three other subsidiaries filed for
protection from creditors under Chapter 11 of the federal Bankruptcy Code. The
cases involving the Company and its debtor subsidiaries were jointly
administered under Case No. 96-16075AG before the U.S. Bankruptcy Court for the
Central District of California (the "Bankruptcy Proceedings"). By September 23,
1997, the Company and its debtor subsidiaries had confirmed and commenced the
effective date of their respective plans of reorganization. The interests of the
stockholders of the Company were not impaired under these plans of
reorganization. By end of calendar year 1998, final decrees had been entered in
all of the Bankruptcy Proceedings except the case involving SRI.
2
<PAGE> 6
PRINCIPAL STOCKHOLDERS
As of June 30, 1999, according to filings with the Securities and Exchange
Commission and to the best knowledge of the Company, the following persons are
the beneficial owners of more than 5% of the outstanding voting shares of the
Common Stock of the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OF
NAME AND ADDRESS OWNERSHIP(1) CLASS
---------------- -------------------- -------
<S> <C> <C>
James A. Collins 3,814,911(2) 13.2%
6101 West Centinela Avenue
Culver City, California 90230
Capital Guardian Trust Co. ("CGCI") 2,283,100(3) 7.9%
333 South Hope Street
Los Angeles, California 90071
FMR Corp. ("FMR") 1,624,600(4) 5.6%
82 Devonshire Street
Boston, Massachusetts 02109
Dimensional Fund Advisors Inc.("DFAI") 1,481,234(5) 5.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
- ---------------
(1) Unless otherwise indicated, possesses sole voting and dispositive power for
all shares of Common Stock the beneficial ownership of which is ascribed.
(2) Does not include 334,483 shares of Common Stock held by an independent
trustee for the benefit of Mr. Collins' adult children, as to which shares
Mr. Collins disclaims beneficial ownership.
(3) In its filing with the Securities and Exchange Commission, CGCI reported
having sole dispositive power, but sole voting power only for 1,902,400
shares of Common Stock. The Company has been advised that CGCI disclaims
beneficial ownership of any Common Stock. According to its SEC filings, CGCI
may be deemed to be a beneficial owner of the shares as a result of serving
as the investment manager of various institutional accounts.
(4) In its filing with the Securities and Exchange Commission, FMR reported
having sole dispositive power, but sole voting power only for 769,300 shares
of Common Stock. According to its filing, FMR disclaims beneficial ownership
of 25,500 shares deemed beneficially owned by Fidelity International
Limited, a Bermuda joint stock company ("FIL"), 39.89% of the voting power
of which is held by a partnership controlled by Edward C. Johnson 3d and
members of his family. FMR also reports that it is the beneficial owner of
Common Stock as a result of the activities of certain subsidiaries, one of
which serves as an investment manager of certain institutional account(s)
and the other as investment adviser to various investment companies and
subadviser to an English unit trust of which a subsidiary of FIL is the
investment adviser. Edward C. Johnson 3d is Chairman of FMR and reported
owner of 12% of the aggregate outstanding voting stock of FMR, and Abigail
P. Johnson is a director of FMR and reported owner of 24.5% of such voting
stock. Edward C. Johnson 3d reported sole dispositive power for 1,550,800,
and sole voting power for 695,500, of the reported shares.
(5) The Company has been advised that DFAI and its affiliates disclaim
beneficial ownership of any Common Stock. According to their SEC filings,
DFAI and its affiliates may be deemed to be beneficial owners of the shares
as a result of serving as investment adviser and investment managers of
various portfolios.
ELECTION OF DIRECTORS
On the date of the 1999 Annual Meeting, the Board of Directors will consist
of seven members, divided into three classes. The term of Class II (consisting
of three members) expires at the 1999 Annual Meeting, the term of Class III
(consisting of two members) expires at the 2000 Annual Meeting, and the term of
Class I (consisting of two members) expires at the 2001 Annual Meeting. The
Board of Directors has
3
<PAGE> 7
nominated incumbent directors Charles L. Boppell, Phillip D. Matthews and Robert
A. Muh to serve as directors of the Company until the 2002 Annual Meeting.
Certain information concerning the nominees and the incumbent directors
whose terms continue after the Annual Meeting is set forth below:
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AND AGE PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR BUSINESS EXPERIENCE
------------ --------------------------------------------------------------
<S> <C>
CLASS II: Term expires in 2002
Charles L. Boppell (57).............. President and Chief Executive Officer of the Company since
February 1999. Director of the Company since April 1999.
President and Chief Executive Officer of La Salsa Holding Co.
(1993-1999). Director, Fresh Choice, Inc.
Phillip D. Matthews (61)............. Director of the Company since 1997. Lead Director and Chairman of
the Executive Committee of Wolverine World Wide, Inc. since 1996.
Chairman of the Board of Wolverine World Wide, Inc. (1993-1996).
Chairman, Reliable Company (1993-1997). Director, Washington
Mutual, Inc., and Wolverine World Wide, Inc.
Robert A. Muh (61)................... Director of the Company since 1997. Chief Executive Officer of
Sutter Securities, Inc. (1992-1997, 1998 to the present). Presi-
dent, Financial Services International (1987-1992; 1997 to 1998).
Trustee, Massachusetts Institute of Technology and San Francisco
Ballet.
</TABLE>
INCUMBENT DIRECTORS WHOSE TERMS CONTINUE AFTER THE ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AND AGE PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR BUSINESS EXPERIENCE
------------ --------------------------------------------------------------
<S> <C>
CLASS III: Term expires in 2000
Barry E. Krantz (55)................. Director of the Company since 1997. Restaurant industry
consultant since 1995. President and Chief Operating Officer,
Family Restaurants Inc. (1994-1995). Chief Operating Officer,
Restaurant Enterprises Group (1993-1994). President, Family
Restaurant Division (1989-1994). Director, Fresh Choice, Inc. and
Tam Restaurants, Inc.
Kevin W. Perkins (47)................ Executive Vice President of the Company and President and Chief
Executive Officer of International Operations of the Company
since 1997. Director of the Company (1994 to present). President
and Chief Executive Officer of the Company (1994-1997).
</TABLE>
4
<PAGE> 8
<TABLE>
<CAPTION>
NAME AND AGE PRESENT PRINCIPAL OCCUPATION AND FIVE YEAR BUSINESS EXPERIENCE
------------ --------------------------------------------------------------
<S> <C>
CLASS I: Term expires in 2001
James A. Collins (72)................ Chairman of the Board of the Company and its predecessor CFI
since 1968. Chief Executive Officer of the Company from 1997
until February 1999. Chief Executive Officer of CFI (1968-1987).
Chairman of the Board, SRI (1982-1991).
Charles F. Smith (70)................ Director of the Company since 1995. President of Charles F. Smith
& Co., Inc., an investment banking firm (1984 to present).
Director, FirstFed Financial Corp. and Fremont Funding Corp.
</TABLE>
Except as otherwise indicated, during the past five years none of the
directors has been employed by or has carried on his or her occupation in, any
corporation or organization which is a parent, subsidiary or other affiliate of
the Company. James A. Collins, Kevin W. Perkins and Charles F. Smith were
directors or executive officers of the Company at the time of the commencement
of the Bankruptcy Proceedings.
THE BOARD OF DIRECTORS AND CERTAIN OF ITS COMMITTEES
The Board of Directors has an Audit Committee, a Compensation and Stock
Option Committee, and a Nominating Committee. Until March 1999, the Board of
Directors also had a Chairman's Committee.
At the end of fiscal 1999, the Company's Board of Directors consisted of
ten directors, including the seven current directors and Peter H. Dailey, H.
Wallace Merryman and Carol A. Scott. Messrs. Dailey and Merryman, and Ms. Scott,
retired as directors of the Company on June 16, 1999.
The Board of Directors of the Company met seven times during fiscal 1999.
Each director attended 75% or more of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by
committees of the board on which he or she served.
H. Wallace Merryman, Charles F. Smith and Carol A. Scott comprised the
Audit Committee, which met three times during fiscal 1999. The Audit Committee
recommends to the Board of Directors the appointment of the Company's
independent auditors, reviews the fee arrangements and scope of the annual
audit, reviews the activities and recommendations of the Company's internal
auditors and considers the comments of the independent auditors with respect to
internal accounting controls.
Peter H. Dailey, H. Wallace Merryman and Phillip D. Matthews comprised the
Compensation and Stock Option Committee, which met three times during fiscal
1999. The Compensation and Stock Option Committee approves officers' salaries,
administers executive compensation plans, reviews and approves the grant of
options and restricted stock and approves bonus schedules for Company employees.
Charles F. Smith, Robert A. Muh, and Carol A. Scott comprised the
Nominating Committee, which did not meet during fiscal 1999. The Nominating
Committee has the responsibility of nominating the officers of the Company,
recommending candidates for election to the Board of Directors at the Annual
Meeting of Stockholders and filling vacancies or newly created directorships.
The Nominating Committee will consider nominees recommended by holders of the
Company's Common Stock. Stockholders desiring to make recommendations should
submit them in writing to the Company at its principal executive offices, marked
to the attention of "Chairman, Nominating Committee."
James A. Collins, Phillip D. Matthews, Robert A. Muh and Charles F. Smith
comprised the Chairman's Committee, which met eight times in fiscal 1999. During
fiscal 1999, the Chairman's Committee operated as an executive committee of the
Board, and was responsible for strategic planning and oversight, review of major
transactions, and other matters. The committee was dissolved in March 1999.
In his capacity as the Chairman of the Board of Directors (and CEO of the
Company through February 8, 1999), during fiscal 1999 James A. Collins received
a salary of $50,000. During fiscal 1999, each other director who was not an
employee of the Company was paid a retainer fee of $20,000 per year and was
5
<PAGE> 9
also paid a fee of $1,000 for attending each meeting of the Board of Directors
and $1,000 for attending committee meetings not held in conjunction with a Board
meeting. Certain directors received compensation in fiscal 1999 for consulting
or extraordinary services. See "Transactions with Directors and Management"
below.
The Company has a 1997 Non-Employee Directors Stock Incentive Plan (the
"Directors' Plan"). Under the Directors' Plan, each director who is not an
employee or officer of the Company or any of its parent or subsidiary
corporations (a "Non-Employee Director") is entitled to receive options to
purchase shares of the Company's Common Stock ("Options"). The Directors' Plan
provides for the issuance of up to 400,000 shares of the Company's Common Stock
pursuant to exercise of Options. Options consist of Initial Options, Annual
Options, Designated Committee Options, and Deferred Fees Options.
Initial Options. On the date that any person becomes a Non-Employee
Director of the Company, such person is automatically granted an Option to
purchase 1,000 shares of Common Stock (an "Initial Option"). The exercise price
per share of an Initial Option is the fair market value per share of the Common
Stock on the date of grant. Initial Options generally may not be exercised
before the first anniversary of the date of grant. In addition, until the second
anniversary of the date of grant, the holder of an Initial Option generally may
not exercise more than 50% of the aggregate number of shares subject to such
option.
Annual Options. On the first business day of each calendar year during the
term of the Directors' Plan, each eligible Non-Employee Director then in office
is automatically granted an option (an "Annual Option"), the grant of which is
such date in January, to purchase 2,000 shares of Common Stock. To be eligible,
a Non-Employee Director must not have been granted any discretionary options in
lieu of Annual Options for the relevant calendar year. The following directors
have been granted discretionary options in lieu of Annual Options and are not
eligible for Annual Options through calendar year 2002: Barry Krantz, Phillip D.
Matthews, Robert A. Muh, and Charles F. Smith.
Designated Committee Options. Each Non-Employee Director that is a member
of the Chairman's Committee is entitled to receive Designated Committee Options.
In lieu of attendance or other cash fees from the Company for participation on
such committee, each Chairman's Committee member is automatically granted, on
the date of each meeting of the Chairman's Committee attended by such Director,
a Designated Committee Option to purchase 1,000 shares of Common Stock. The
exercise price per share of a Designated Committee Option is the fair market
value per share of the Common Stock on the date of grant, less $2.00. Designated
Committee Options are exercisable immediately upon the date of grant. The
Chairman's Committee was dissolved in March 1999, and presently the Company does
not expect to grant any additional Designated Committee Options.
Deferred Fees Options. Each Non-Employee Director is entitled to elect to
receive, in lieu of all or a specified portion of annual retainer fees for each
of the remaining calendar years of his or her term (a "Plan Year"), an annual
Deferred Fees Option. The number of shares of Common Stock subject to the
Deferred Fees Option for each Plan Year is equal to the nearest number of whole
shares determined in accordance with the following formula:
Annual Retainer or percentage thereof
------------------------------------- = Number of Shares
50% of Fair Market Value
"Annual Retainer," as defined in the Directors' Plan, means the amount of
fixed fees to which the Non-Employee Director is entitled for serving as a
director of the Company in the relevant Plan Year. As defined, the Annual
Retainer assumes no change in the director's compensation from that in effect as
of the date in January on which the Option is granted. Annual Retainer does not
include fees for attendance at meetings of the Board of Directors or any
committee of the Board of Directors or for any other services to be provided to
the Company. The fair market value of the Common Stock is determined as of the
date of grant.
The exercise price per share of a Deferred Fees Option is 50% of the fair
market value per share of the Common Stock on the date of grant. In this manner,
upon grant of a Deferred Fees Option the aggregate spread between the Option's
exercise price and the value of the underlying Common Stock is equal to the
6
<PAGE> 10
amount of Annual Retainer fees the Non-Employee Director has elected to forego.
Deferred Fees Options generally may not be exercised before the expiration of
six months after the date of grant. In addition, until the end of the first
anniversary of the date of grant, the holder of a Deferred Fees Option generally
may not exercise more than 50% of the aggregate number of shares subject to such
option.
TRANSACTIONS WITH DIRECTORS AND MANAGEMENT
The Company has entered into an employment agreement with its Chief
Executive Officer. (See "Executive Compensation -- Employment Contracts.")
On December 16, 1998, the Company granted director Charles F. Smith an
option to purchase 50,000 shares of Common Stock. The option, unanimously
approved by the Company's board of directors, was granted in recognition of the
extraordinary amount of time and effort Mr. Smith had spent and would spend on
the affairs and business of the Company, including providing guidance as to the
Company's future strategic direction. The exercise price of the option is $.375.
At the time of the grant, the fair market value of the Common Stock was
approximately $2.25. The option vested as of the date of grant and became
exercisable on June 16, 1999. The option expires unless exercised on or before
2008.
The Company has entered into a services agreement dated May 1, 1999 with
director Charles F. Smith. Under the agreement, Mr. Smith is obligated to be
available to provide consulting services from time to time on a mutually agreed
upon basis regarding corporate business asset dispositions and financings. The
agreement is terminable by either party upon ten days' written notice. The
agreement provides for compensation to Mr. Smith of $2,000 per day for services
rendered and reimbursement of Mr. Smith's reasonable out of pocket expenses
incurred at the Company's request. No payments were made to Mr. Smith under the
agreement during the 1999 fiscal year.
A subsidiary of the Company is party to a consulting agreement with Barry
E. Krantz, a director of the Company. Under the agreement, Mr. Krantz provides
marketing consulting services at an hourly rate. The agreement is terminable by
the Company's subsidiary at any time and for any reason upon two weeks' notice.
During the 1999 fiscal year, the Company paid Mr. Krantz an aggregate of
$124,271 of fees and expenses under the consulting agreement.
The Company leases approximately 35,975 square feet of headquarters office
premises from Pacifica Plaza Office Building, a limited partnership
("Pacifica"). James A. Collins, his spouse and his brother-in-law are among the
partners of Pacifica, which was formed in 1979. Mr. Collins is the Company's
Chairman of the Board. Mr. Collins, his spouse and his brother-in-law, directly
or indirectly, own a majority in interest of Pacifica. Under the four-year
lease, the Company is responsible for rent payments of $34,176 a month during
the period through December 1999 (except for an initial four months of abated
rent), and $42,450 a month thereafter through October 31, 2001. Base rent under
the lease was predicated upon the terms of a sublease negotiated between the
Company and Digital Equipment Corporation ("DEC"), a tenant of Pacifica. In lieu
of a sublease between the Company and DEC, the Company elected to enter into a
direct lease with Pacifica for the headquarters office premises upon the
condition that DEC be responsible for the difference between rent under its
former lease with Pacifica (plus utilities) and the Company's base rent under
the lease. The Company believes these terms were competitive at the time it
entered into the lease.
7
<PAGE> 11
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the equity
securities of the Company beneficially owned by each director of the Company,
and by all directors and officers of the Company as a group, on June 30, 1999.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP PERCENT OF
NAME OF COMMON STOCK(1)(3) CLASS
---- ----------------------- ----------
<S> <C> <C>
DIRECTORS
James A. Collins............................................ 3,814,911(2) 13.1%
Charles L. Boppell.......................................... 0 0%
Barry E. Krantz............................................. 30,110 *
Phillip D. Matthews......................................... 55,556 *
Robert A. Muh............................................... 51,110 *
Kevin W. Perkins............................................ 207,740 *
Charles F. Smith............................................ 95,333 *
EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS
Christopher R. Thomas (age 50).............................. 180,832 *
Ryan S. Tondro (age 51)..................................... 133,333 *
Michael J. Raedeke (age 41)................................. 35,767 *
Kimberley Forster (age 33).................................. 0 0
Diane M. Hardesty (age 48).................................. 0 0
All Directors and Executive Officers as a group (12
persons).................................................. 4,564,692 15.6%
</TABLE>
- ---------------
* Less than one percent (1%) of class.
(1) Possesses sole voting and investment power.
(2) Does not include 334,483 shares of common stock held by an independent
trustee for the benefit of Mr. Collins' adult children as to which shares
Mr. Collins disclaims beneficial ownership.
(3) Includes shares issuable pursuant to options exercisable within 60 days of
June 30, 1999 in the following amounts: Mr. Krantz -- 10,110 shares, Mr.
Matthews -- 20,556, Mr. Muh -- 24,110, Mr. Perkins -- 20,000, Mr.
Smith -- 75,333 shares, Mr. Thomas -- 20,000, Mr. Tondro -- 8,333, Mr.
Raedeke -- 4,167, and all directors and executive officers as a
group -- 182,609 shares.
SECTION 16(B) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is required to identify any director, officer or beneficial
owner of in excess of 10% of the Common Stock who failed to timely file with the
Securities and Exchange Commission a required report relating to ownership and
changes in ownership of the Company's equity securities. Based on material
provided to the Company, all such persons complied with all applicable filing
requirements during fiscal 1999, except that former directors Peter H. Dailey,
H. Wallace Merryman, and Carol A. Scott, and the Company's current directors
other than James A. Collins and Kevin W. Perkins, each filed a Form 5 with the
Securities and Exchange Commission after the required due date with respect to a
January 1999 stock option grant from the Company.
The following Report of the Compensation and Stock Option Committee and the
Performance Graph included in this proxy statement shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this Report or the Performance Graph by reference therein, and
shall not be deemed soliciting material or otherwise deemed filed under either
of such Acts.
8
<PAGE> 12
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
It is the duty of the Compensation and Stock Option Committee to administer
the Company's various compensation and incentive plans, including its 1997
Employee Stock Incentive Plan, the annual Management Incentive Plan and the
Executive Supplemental Benefit Plan. In addition, we review compensation levels
in light of the performance of members of senior management, including the five
most highly compensated executive officers. The Committee reviews all aspects of
compensation for senior management with the Board of Directors.
The Committee is composed entirely of independent outside directors. No
member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries. During fiscal 1999, the Compensation
Committee consisted of Peter H. Dailey (Chairman), Phillip D. Matthews and H.
Wallace Merryman. Messrs. Dailey and Merryman retired as directors on June 16,
1999.
The Company routinely has retained the services of outside compensation
consulting firms to assist the Committee in connection with the performance of
its various duties. These firms provide advice to the Committee with respect to
the reasonableness of compensation paid to senior management of the Company.
Typically, this advice takes into account how the Company's compensation
programs compare to those of competing companies as well as the Company's
performance. Members of the Committee also review compensation surveys and
analysis provided by such firms, including material prepared by the Company's
human resources personnel.
SALARY
The Committee makes salary decisions in a structured annual review. In the
case of senior management other than the CEO, the decisions typically are based
on recommendations from the CEO. Based on such recommendations, in fiscal 1999
the Committee approved salary increases for certain members of senior
management, subject to the CEO's approval and/or adjustments. The Company did
not award any compensation increase to James A. Collins in fiscal 1999. Mr.
Collins acted as the Company's CEO in fiscal 1999 until February 8, 1999.
Accordingly, Mr. Collins' compensation (consisting of a base salary of $50,000
and retirement benefits under the Company's Executive Supplemental Benefit Plan)
has remained unchanged since May 1997.
The salary of Charles L. Boppell, CEO of the Company was established at
$350,000 pursuant to his employment agreement and commenced March 15, 1999. The
Committee believes that Mr. Boppell's salary is comparable to that of CEO's at
competing companies.
BONUS PROGRAM
The compensation policy of the Company, which is endorsed by the Committee,
is that a substantial portion of the annual compensation of each officer relate
to and must be contingent upon the performance of the Company or a business
unit, the enhancement of shareholder value, and/or the individual contributions
of each officer. As a result, much of an executive officer's potential
compensation is "at risk" under an annual bonus compensation program.
The Company's bonus compensation program is designed to motivate key
managerial personnel who have the direct ability to influence short and
long-term corporate results and to reward them for the successful achievement of
corporate objectives. The program provides for the payment of bonuses based upon
the attainment of certain corporate performance criteria, which are reviewed and
annually reset by the Committee. In 1999, the program was tailored to each of
the Company's functional management divisions: Sizzler USA,
International-Corporate, International-Sizzler, International-KFC, and SII. For
a division to be allocated any bonus for fiscal 1999, the division was required
to achieve an "entry threshold" of targeted earnings before interest and taxes
("EBIT") or, in the case of divisions other than SII, earnings before interest,
taxes, and parent company overhead allocations ("EBITPCOA"). If the entry
threshold was achieved, the division would be allocated a bonus pool for
distribution among the bonus program participants in the division. The amount of
the allocation was equal to a percentage of the EBIT/EBITPCOA achieved by
9
<PAGE> 13
that division, and the precise percentage was determined in accordance with a
scale that increased depending on the percentage (up to 100%) of targeted
EBIT/EBITPCOA attained by the division. In addition, if any division attained in
excess of 100% of its targeted EBIT/EBITPCOA, the amount of the bonus pool
allocation was to be increased by an amount equal to 20% of such excess earnings
(25% in the case of the International divisions). Each participant in a division
that attained its targeted EBIT was entitled to receive a cash bonus equal to
such individual's assigned bonus percent. Each participant's bonus percent was
based on the individual's responsibilities and position with the Company.
At Mr. Collins request, Mr. Collins did not participate in the Company's
1999 bonus program, or otherwise receive any incentive award for 1999. Mr.
Boppell, who joined the Company in February 1999, received a prorated cash bonus
for fiscal 1999.
STOCK OPTION PROGRAM
The Committee strives to create a direct link between the long-term
interests of executives and shareholders. Through the use of stock-based
incentives, the Committee focuses the attention of its executives on managing
the Company from the perspective of an owner with an equity stake. In fiscal
1999, the Committee considered and approved stock option grants aggregating
999,000 shares of Common Stock to the senior officers of the Company and other
members of management. The grant was made for fiscal 1999 and 2000, and no
additional regular annual grant is expected in fiscal 2000. The number of stock
options received by each of the recipients generally was based on his or her
responsibilities and relative position in the Company. The exercise price of
these options equals the closing price of the Company's stock on the New York
Stock Exchange on the date of grant, and the options are exercisable after two
years.
In fiscal 1999, the Committee concluded that it was necessary to increase
the maximum number of shares available for issuance under the Company's 1997
Employee Stock Incentive Plan in order to ensure the availability of shares for
future grants. Upon the recommendation of the Committee, the Board of Directors
approved the amendment of the plan to increase the maximum number of shares
issuable under the plan from 1,000,000 to 2,800,000. The amendment was approved
by the Company's stockholders at the 1998 annual meeting and became effective on
August 17, 1998.
At his request, James A. Collins, CEO of the Company in fiscal 1999 until
February 8, 1999, was not granted any stock options in fiscal 1999. As part of
his joining the Company as CEO as of February 8, 1999, Mr. Boppell was granted
the option to purchase 1,000,000 shares of the Company's Common Stock at an
exercise price of $2.19 a share. The option vests and becomes exercisable over a
five-year period, at the rate of 200,000 shares in each of fiscal 2000, 2001,
2002, 2003 and 2004.
Since no economic benefit is conferred by the stock options granted to the
Company's officers in fiscal 1999 unless stock prices rise, the Committee
believes that the fiscal 1999 grants further the goals of increasing shareholder
wealth and giving management a stake in the Company.
Compensation and Stock Option
Committee
Phillip D. Matthews, Chairman
Barry E. Krantz
Robert A. Muh
July 16, 1999
10
<PAGE> 14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------- ----------------------
OTHER RESTRICTED
NAME AND ANNUAL STOCK STOCK ALL OTHER
PRINCIPAL POSITION COMPENSATION AWARDS OPTIONS COMPENSATION
AT APRIL 30, 1999 YEAR SALARY($) BONUS($)(1) ($)(2) ($)(3) (#) ($)
------------------ ---- --------- ----------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles L. Boppell(4)......... 1999 47,000 -- (7) -- 1,000,000 --
Chief Executive Officer
James A. Collins.............. 1999 50,000 (7) 264,087(6)
Chairman(5) 1998 50,000 -- 24,236 -- -- 264,087(6)
1997 150,000 -- 22,400 -- -- 264,087(6)
Kevin W. Perkins.............. 1999 310,000 100,000 (7) 120,000
Chief Executive Officer/ 1998 300,000 375,000 (7) -- -- --
International Division 1997 300,000 -- (7) 785,400 -- 58,395(8)
and Director
Christopher R. Thomas......... 1999 310,000 326,700 (7) -- 120,000 --
Executive Vice President 1998 300,000 561,700 (7) -- -- --
Finance and Chief Executive 1997 235,000 -- (7) 561,000 -- --
Officer/Sizzler USA
Ryan S. Tondro................ 1999 167,000 77,390 (7) -- 50,000 --
Vice President, Chief 1998 160,000 175,390 (7) -- -- --
Financial Officer 1997 140,000 -- (7) 280,500 -- --
and Secretary
Michael J. Raedeke............ 1999 130,000 42,325 (7) -- 25,000 --
Vice President, 1998 122,500 99,825 (7) -- -- --
Taxation & Internal Audit 1997 115,000 -- (7) 157,080 -- --
</TABLE>
- ---------------
(1) Includes both (a) a one-time cash bonus established in fiscal 1997 but not
earned or paid until confirmation of the Company's bankruptcy plan of
reorganization in fiscal 1998 and (b) a standard cash performance bonus for
fiscal 1998.
(2) Other Annual Compensation represents: a) automobile allowance and cost
reimbursement, b) reimbursements for legal and tax assistance, c) premiums
on group life insurance, and d) executive medical plan costs.
(3) Restricted stock may be sold to eligible employees at the discretion of the
Board of Directors for an amount that is not less than the par value of such
shares. Dividends, when paid, are paid on all restricted stock. All
restricted shares are subject to limitations on sale or other disposition
thereof, which terminate upon the satisfaction of certain criteria
established by the Board of Directors at the time of the sale. As of the end
of fiscal 1999, the aggregate restricted stock holdings remaining, valued as
of the date of the grant, are as follows: Mr. Perkins, 88,000 shares valued
at $543,125; Mr. Thomas, 70,000 shares valued at $482,000; Mr. Tondro,
25,000 shares valued at $93,750; and Mr. Raedeke, 14,000 shares valued at
$52,500.
(4) Mr. Boppell became Chief Executive Officer of the Company on February 8,
1999, with salary and compensation commencing March 15, 1999.
(5) Mr. Collins was the Chief Executive Officer of the Company during fiscal
year 1999 up to February 8, 1999.
(6) Represents amounts paid as retirement benefits under the Company's Executive
Supplemental Benefit Plan.
(7) Does not exceed the lesser of $50,000 or 10% of total salary and bonus.
(8) Mr. Perkins' 1997 All Other Compensation represents loan forgiveness.
11
<PAGE> 15
EXECUTIVE SUPPLEMENTAL BENEFIT PLAN
During fiscal 1999, the Company maintained an Executive Supplemental
Benefit Plan. Under the Supplemental Benefit Plan, the normal retirement date is
the later of the participant's sixty-fifth birthday or the date the participant
achieves 10 years of service under the Supplemental Benefit Plan. Participants
who retire at the normal retirement date are entitled to receive 65% of the
average for their three highest years of earnings, comprised of base salary and
standard bonus, but excluding any other cash bonus or form of remuneration,
during the last five years of employment, reduced by 50% of the participant's
primary social security benefit and by the annuitized value of the participant's
account balance under the profit sharing portion of the Company's Employee
Savings Plan. Such benefits are payable as a life and survivor annuity.
Participants who retire between the ages of 55 and 65 and who have completed 15
years of service under the Supplemental Benefit Plan are entitled to receive
reduced benefits based on age and the number of years of service completed.
The Company has not designated any new participants in the Executive
Supplemental Benefit Plan since 1992 and currently no new participants are
expected to be designated.
EMPLOYMENT CONTRACT
The Company is a party to a five-year employment agreement with Charles L.
Boppell, its Chief Executive Officer. The agreement, entered into on February 8,
1999, sets forth Mr. Boppell's position and responsibilities with the Company.
Under the agreement, Mr. Boppell is to receive a minimum annual base salary of
$350,000 over the term of the agreement. The agreement entitles Mr. Boppell to
participation in the Management Incentive Plan or other bonus program,
disability benefits, and other fringe benefits and perquisites generally
available to executive officers of the Company. The agreement expires on
February 7, 2004.
Under the employment agreement, the Company may terminate the executive's
employment for cause. "For Cause" is defined to include the executive's (a)
breach of his covenants contained in the agreement, (b) entry of a plea of
guilty or nolo contendere for any crime involving moral turpitude or any felony
punishable by imprisonment or his conviction of any such offense, (c) commission
of any act of fraud related to his duties, and (d) willful misconduct,
dishonesty or gross negligence in performance of his duties.
The Company may terminate the executive's employment without cause upon
thirty (30) days notice. Upon a termination without cause, the executive is
entitled to termination benefits. The termination benefits include continuation
payments, 18 months of health insurance benefits, and a prorated portion of his
performance bonus for the year of his termination. The continuation payments,
consisting of base salary plus average historical bonus, commence following the
termination date and continue for one year (two years if the termination occurs
before February 1, 2001).
Mr. Boppell may terminate his employment with the Company on just grounds
upon 30 days notice. "Just Grounds" is defined to include (a) any material
breach by the Company of its covenants contained in the agreement, (b) a
material reduction or expansion in the scope of Mr. Boppell's authority and
duties and responsibilities inconsistent with his capacity as Chief Executive
Officer, (c) a relocation of the Company's principal executive offices to a
location more than 50 miles from its present location, or (d) a change in
control in the ownership of the Company. Upon a termination for just grounds
(other than a change in control of the Company), the agreement provides for the
same termination benefits as would be provided upon a termination by the Company
without cause. In the event of a change of control, the agreement entitles Mr.
Boppell to a lump sum severance payment equal to two years of base salary and
average historical bonus.
In connection with the employment agreement, the Company granted to Mr.
Boppell an option to purchase 1,000,000 shares of the Company's Common Stock at
an exercise price of $2.19 a share. The option vests and becomes exercisable
over a five-year period, at the rate of 200,000 shares in each of fiscal 2000,
2001, 2002, 2003 and 2004. The number of shares and the exercise price are
subject to adjustment in certain events. In the event of termination of the
employment agreement by the Company without cause, or termination by Mr. Boppell
for just grounds, Mr. Boppell is entitled, in addition to any then vested
options, to retain a prorated portion of optioned shares that would otherwise
have vested during the year of his termination. In the event of a change of
control in the Company, the agreement provides for the acceleration of the
vesting and exercisability of the entire unvested portion of the grant.
12
<PAGE> 16
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total return for Sizzler stock
with the comparable cumulative returns of (i) a broad market index: The Dow
Jones Equity Market Index and (ii) a published industry or line of business
index: The Dow Jones Entertainment and Leisure (Restaurants) index. The graph
covers the time period from the end of fiscal 1994 until the end of fiscal 1999.
It assumes $100 invested on April 30, 1994 in Sizzler stock and $100 invested at
that time in each of the indexes. The comparison assumes that all dividends are
reinvested.
<TABLE>
<CAPTION>
DOW JONES ENTERTAINMENT
SIZZLER DOW JONES EQUITY MARKET & LEISURE (RESTAURANTS)
------- ----------------------- -----------------------
<S> <C> <C> <C>
4/30/94 100 100 100
4/30/95 83 123 109
4/30/96 58 160 143
4/30/97 39 199 153
4/30/98 43 283 177
4/30/99 27 345 241
</TABLE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP was the Company's certified public accountant for the
year ended April 30, 1999. During the past fiscal year, the Company also engaged
Arthur Andersen LLP to render certain non-audit professional services, involving
assistance on tax planning matters and general consultations. The appointment of
auditors is approved annually by the Board of Directors based in part on the
recommendation of the Audit Committee. In making its recommendations, the Audit
Committee reviews both the audit scope and estimated audit fees for the coming
year. Arthur Andersen LLP has been selected by the Audit Committee for the
current year and the Board of Directors has approved this recommendation.
Stockholder approval is not sought in connection with this selection. Each
professional service performed by Arthur Andersen LLP during fiscal 1999 was
approved, and the possible effect of such service on the independence of such
firm was considered, by the Audit Committee. Representatives of Arthur Andersen
LLP will be present at the Annual Meeting of Stockholders and will be given an
opportunity to make a statement if they desire to do so and will respond to
appropriate questions from stockholders.
COST OF SOLICITATION
The entire cost of soliciting proxies will be borne by the Company,
including expenses in connection with preparing and mailing proxy solicitation
materials. The Company has engaged Georgeson & Company, Inc. to solicit proxies
from brokers, banks, other institutional holders, non-objecting beneficial
owners ("NOBO's") and individual holders of record. The Company has agreed to
pay the firm a fee of $10,000. The Company also
13
<PAGE> 17
has agreed to reimburse the firm for mailing and certain other costs. The
Company anticipates the total cost to be paid under the agreement will be
approximately $12,500.
In addition, proxies may be solicited by certain officers, directors and
regular employees of the Company, without extra compensation, by telephone,
telecopy or personal interview. Although there is no formal agreement to do so,
the Company will reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in sending proxies and proxy material
to the beneficial owners of the Company's Common Stock.
STOCKHOLDERS PROPOSAL FOR 2000 ANNUAL MEETING
Any stockholder proposal to be considered for presentation at the 2000
Annual Meeting of Stockholders, including any nomination of directors to the
Board, must be received by the Company at its principal executive offices
located at 6101 West Centinela Avenue, Culver City, California 90230, on or
before March 18, 2000 for inclusion in the Company's Proxy Statement and form of
Proxy.
OTHER MATTERS
The Corporation's by-laws require that there be furnished to the
Corporation written notice with respect to the nomination of a person for
election as a director (other than a person nominated by or at the direction of
the Board of Directors), as well as the submission of a proposal (other than a
proposal submitted by or at the direction of the Board of Directors), at an
annual meeting of shareholders. In order for any such nomination or submission
to be proper, the notice must contain certain information concerning the
nominating or proposing shareholder and the nominee or the proposal, as the case
may be, and must be furnished to the Corporation not less than 90 days in
advance of such meeting or, if later, the seventh day following the first public
announcement of the date of such meeting. In the case of the 1999 Annual
Meeting, this deadline date was May 20. A copy of the applicable by-law
provisions may be obtained, without charge, upon written request to the
Secretary of the Corporation at its principal executive office.
In the event that the Corporation receives notice of a shareholder proposal
prior to the date specified by its by-laws, then, so long as the Corporation
includes in its proxy statement advice on the nature of the matter and how the
named proxies intend to vote the shares for which they have received
discretionary authority, such proxies may exercise discretionary authority with
respect to such matter, subject to limited exceptions. The Corporation has not
received notice of any matters to be submitted for consideration at the Annual
Meeting other than those set forth in the accompanying notice and, accordingly,
if any matters properly come before the Annual Meeting for action, the enclosed
proxy will be voted on such matters in accordance with the best judgment of the
persons named in the proxy.
By Order of the Board of Directors
/s/ RYAN S. TONDRO
Ryan S. Tondro
Secretary
Culver City, California
July 16, 1999
14
<PAGE> 18
SIZZLER INTERNATIONAL, INC.
P R O X Y
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated July 16, 1999 and, revoking all
prior proxies, appoints Charles A. Boppell and Ryan S. Tondro and each of them
(with full power to act without the other), with full power of substitution in
each, the proxies of the undersigned, to represent the undersigned and vote all
shares of stock of Sizzler International, Inc. which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of
Sizzler International, Inc. to be held on August 17, 1999, and all adjournments
and postponements thereof, upon the following matters and in the manner
designated on the other side.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS INDICATED;
HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THE PROXIES WILL VOTE THE SHARES FOR
ITEM 1 AND ITEM 2.
(Continued, and to be signed and dated on the reverse side.)
SIZZLER INTERNATIONAL, INC.
P.O. BOX 11158
NEW YORK, N.Y. 10203-0158
<PAGE> 19
<TABLE>
<S> <C> <C> <C>
[ ]
1. Election of Directors FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] EXCEPTIONS [X]
listed below for all nominees listed below
Nominees: Class I: Charles L. Boppell, Phillip D. Matthews, and Robert A. Muh.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that
nominee's name in the space provided below.)
"Exceptions" _________________________________________________________________________________________________
2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before
the meeting. This proxy may be revoked at any time prior to the voting thereof. All other proxies given by
the undersigned are hereby expressly revoked. THIS PROXY IS BEING SOLICITED BY AND ON BEHALF OF THE BOARD
OF DIRECTORS OF SIZZLER INTERNATIONAL, INC.
Change of Address and [X]
or Comments Mark Here
Note: Please sign
exactly as shown at
left, if stock is
jointly held, each
owner should sign.
Executors,
administrators,
trustees, guardians,
attorneys and
corporate officers
should indicate
their fiduciary
capacity and full
title when signing.
Dated:___________, 1999
_______________________
(Signature)
_______________________
(Signature)
Voices must be indicated
(X) in Black or Blue ink. [ ]
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE
</TABLE>
