<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
RARE HOSPITALITY 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)(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> 2
EXECUTIVE COMPENSATION
The following table presents certain summary information concerning
compensation paid or accrued by the Company, for services rendered in all
capacities during the fiscal years ended December 31, 1994, December 31, 1995,
and December 29, 1996, for (i) the President and Chief Executive Officer of the
Company; and (ii) each of the five other most highly compensated executive
officers of the Company (determined as of the end of the last fiscal year) whose
total annual salary and bonus exceeded $100,000 (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------- ---- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
George W. McKerrow, Jr. ................. 1996 $120,000 -- -- $ 3,761(1)
Chairman of the Board of 1995 192,028 -- -- 4,620(1)
Directors and a Director 1994 235,000 -- -- 4,620(1)
Richard E. Rivera........................ 1996 262,019 $125,000 -- 9,600(3)
President and Chief Executive 1995 250,000 275,000 -- 9,600(3)
Officer and a Director 1994(2) 229,396 200,000 500,000 29,221(4)
William A. Burnett*...................... 1996 138,942 -- -- 12,038(5)(6)
Former Vice President of 1995 135,000 47,000 11,400 12,662(7)(6)
Operations 1994(8) 100,618 -- 60,000 12,572(4)
Anne D. Huemme........................... 1996 105,730 11,000 -- 6,588(3)
Chief Financial Officer 1995 48,475 25,000 58,500 4,800(3)
1994 -- -- -- --
Lane G. Schmiesing....................... 1996 93,146 9,500 -- 9,600(3)
Vice President Marketing............... 1995 89,180 18,000 7,800 9,600(3)
1994 50,900 15,000 55,000 --
</TABLE>
- ---------------
(1) Consists of discretionary and matching contributions to the Company's 401(k)
Plan. The matching contributions are based on pre-tax elective contributions
(included under salary and bonus) made to such plan.
(2) Mr. Rivera was employed by the Company effective February 1, 1994. See
"Executive Compensation -- Employment Contracts."
(3) Consists of automobile allowance.
(4) Consists of moving expenses reimbursed to Mr. Rivera and Mr. Burnett in
connection with moving their families and personal property to Atlanta,
Georgia when they joined the Company.
(5) Includes $2,438 in discretionary and matching contributions to the Company's
401(k) Plan. The matching contributions are based on pre-tax elective
contributions (included under salary and bonus) made to such plan.
(6) Includes a $9,600 automobile allowance.
(7) Includes $3,062 in discretionary and matching contributions to the Company's
401(k) Plan. The matching contributions are based on pre-tax elective
contributions (included under salary and bonus) made to such plan.
(8) Mr. Burnett was employed by the Company effective March 14, 1994.
* Mr. Burnett resigned as an officer of the Company effective September 1996.
9
<PAGE> 3
are eligible for annual cash bonuses in the sole discretion of the Compensation
Committee based upon both the growth in the Company's earnings per share and the
Compensation Committee's evaluation of the individual's performance and
contribution to such growth. Mr. Rivera's employment agreement provides for an
annual bonus based upon the growth in the Company's earnings per share. In
addition to salary and bonus, the Company's executive officers are eligible to
receive options to purchase shares of the Company's common stock under the
Company's Amended and Restated 1992 Incentive Plan. The Stock Option Committee
(whose members are eligible to receive stock options only under the Directors
Plan) is responsible for determining the key employees to whom options will be
granted.
In January 1996, the Compensation Committee reviewed the compensation of
the Company's executive officers and determined that the level of such
compensation would be increased from the compensation for 1995 in light of level
of responsibility of the executive officers, prior experience and achievements,
and the importance of each officer's contribution to the Company. The
compensation of Mr. Rivera was reviewed by the Committee in connection with his
employment, his services to the Company and the benefits to the Company from his
efforts. After such review, the Committee approved a five percent increase in
Mr. Rivera's 1996 base compensation as compared to his base compensation for
1995. The Compensation Committee's determinations of the level of compensation
of the Named Executive Officers described in "Executive Compensation" above was
also based upon a review of compensation levels at comparable companies in the
Peer Index and the prior level of the executive's pay.
The Stock Option Committee determines from time to time the key employees
of the Company who are entitled to receive options under the Incentive Plan and
from time to time grants to such key employees options under the Incentive Plan
to provide greater incentive to such employees to increase the long term value
of the Company and its stock. The Stock Option Committee granted no options to
executive officers in 1996.
The Compensation Committee approved the Company's employment agreement with
Mr. Richard E. Rivera, described above under "Executive Compensation" and Mr.
Rivera was compensated in 1996 in accordance with the provisions of that
Agreement, including the payment of a $125,000 bonus with respect to such year.
Mr. George W. McKerrow, Jr. was paid at an annual rate of $120,000 for 1996.
These levels of salary and bonus were approved by the Compensation Committee
after considering compensation information from the companies in the Peer Index
and, with respect to Mr. Rivera's bonus, after consideration of the growth of
the Company.
Section 162(m) of the Internal Revenue Code (the "Code") adopted as part of
the Revenue Reconciliation Act of 1993, generally limits to $1 million the
deduction that can be claimed by any publicly-held corporation for compensation
paid to any "covered employee" in any taxable year beginning after December 31,
1993. The term "covered employee" for this purpose is defined generally as the
Chief Executive Officer and the four other highest paid employees of the
Company. Performance-based compensation is outside the scope of the $1,000,000
million limitation and, hence, generally can be deducted by a publicly-held
corporation without regard to amount, provided that, among other requirements,
such compensation is approved by the shareholders. Because of the current levels
of compensation of the Company's highest paid employees, the Compensation
Committee has not yet developed a formal policy on this matter. Generally
speaking, the Compensation Committee's executive compensation policies are
performance-based, as described above.
<TABLE>
<CAPTION>
COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
<S> <C>
Don Chapman Don Chapman
John C. Metz John C. Metz
John G. Pawly John G. Pawly
</TABLE>
CERTAIN TRANSACTIONS
Longhorn of Tennessee. Longhorn Steaks of Tennessee, Inc., which was
acquired by the Company in April 1992, operated two LongHorn Steakhouses in
Nashville, Tennessee pursuant to a franchise agreement
13
