<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LANDRY'S SEAFOOD RESTAURANTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
N/A
- --------------------------------------------------------------------------------
(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 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:
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(4) Date Filed:
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<PAGE>
[LANDRY'S LOGO]
July 21, 1999
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
which will be held on August 13, 1999, at 5:00 p.m., local time, at Willie G's
Restaurant, 1605 Post Oak Boulevard, Houston, Texas.
The enclosed notice and proxy statement contain details concerning the
business to come before the meeting. You will note that the Board of Directors
of the Company recommends a vote "FOR" the election of five Directors to serve
terms of offices expiring at the 2000 Annual Meeting of Stockholders. Please
sign and return your proxy card in the enclosed envelope at your earliest
convenience to assure that your shares will be represented and voted at the
meeting even if you cannot attend.
The Board of Directors and Management look forward to seeing you at the
Annual Meeting.
Very truly yours,
Tilman J. Fertitta
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BLVD., SUITE 1010
HOUSTON, TEXAS 77056
___________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 13, 1999
___________________
Notice is hereby given that the Annual Meeting of Stockholders of Landry's
Seafood Restaurants, Inc. (the "Company") will be held at Willie G's Restaurant,
1605 Post Oak Boulevard, Houston, Texas, on August 13, 1999, at 5:00 p.m., local
time, for the following purposes:
1. To elect five directors to serve a term of office expiring at the 2000
Annual Meeting of Stockholders and until their successors shall have
been duly elected and qualified;
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on July 13, 1999, as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at such meeting or any adjournment(s) thereof.
Only stockholders of record at the close of business on the Record Date are
entitled to notice of and to vote at the Annual Meeting. The stock transfer
books will not be closed. A list of stockholders entitled to vote at the Annual
Meeting will be available for examination during regular business hours at the
corporate office of the Company at 1400 Post Oak Blvd., Suite 1010, Houston,
Texas 77056, for 10 days prior to the Annual Meeting.
You are cordially invited to attend the meeting. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING IN PERSON, HOWEVER, YOU ARE URGED TO MARK, SIGN, DATE, AND
MAIL THE ENCLOSED FORM OF PROXY PROMPTLY SO THAT YOUR SHARES OF STOCK MAY BE
REPRESENTED AND VOTED IN ACCORDANCE WITH YOUR WISHES, EVEN IF YOU CANNOT ATTEND,
AND IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED AT THE MEETING. IN
THE EVENT A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY, IF SO
DESIRED, REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
Steven L. Scheinthal, Secretary
DATED: July 21, 1999
<PAGE>
LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BLVD., SUITE 1010
HOUSTON, TEXAS 77056
___________________
PROXY STATEMENT
___________________
This Proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company for use at the Annual
Meeting of Stockholders (the "Meeting") of Landry's Seafood Restaurants, Inc., a
Delaware corporation (the "Company"), to be held on August 13, 1999, at 5:00
p.m., local time, at Willie G's Restaurant, 1605 Post Oak Boulevard, Houston,
Texas, and any adjournment or adjournments thereof. The Notice of Annual
Meeting, this statement and the accompanying proxy, together with the Company's
Annual Report to Stockholders for the year ended December 31, 1998, are first
being sent to stockholders on or about July 21, 1999.
The close of business on July 13, 1999, has been fixed as the Record Date
for the determination of stockholders entitled to notice of and to vote at the
Meeting. On that date, the Company had outstanding 25,666,033 shares of Common
Stock, $.01 par value ("Common Stock"), each of which will be entitled to one
vote.
The cost of soliciting proxies will be borne by the Company. Copies of
solicitation material may be furnished to brokers, custodians, nominees and
other fiduciaries for forwarding to beneficial owners of Common Stock, and
normal handling charges may be paid for such forwarding service. Solicitation
of proxies may be made by mail, personal interview, telephone and facsimile by
officers and other management employees of the Company, who will receive no
additional compensation for their services.
A majority of the outstanding shares of Common Stock, represented in person
or by proxy will constitute a quorum at the Meeting. The election of directors
will be determined by a plurality of the votes cast if a quorum is present and
voting. The Board of Directors does not anticipate calling for a vote on any
matter other than the election of directors.
Abstentions and broker non-votes are each included in the determination of
the number of shares present and voting for purposes of determining the presence
of a quorum. Each is tabulated separately. A proxy submitted by a stockholder
may indicate that all or a portion of the shares represented by such proxy are
not being voted by such stockholder with respect to a particular matter. This
may occur, for example, when a broker is not permitted to vote stock held in
street name on certain matters in the absence of instructions from the
beneficial owner of the stock. The shares subject to any such proxy which are
not being voted with respect to a particular matter (the "Non-Voted Shares")
will be treated as shares not present and entitled to vote on such matter,
although such shares may be considered present and entitled to vote for other
purposes and will count for purposes of determining the presence of a quorum.
Shares voted to abstain as to a particular matter will not be considered Non-
Voted Shares. Thus, since the election of directors requires a plurality of the
shares of Common Stock present in person or by proxy at the Meeting and entitled
to vote on such matter, Non-Voted Shares and abstentions will not affect the
outcome of the election of directors.
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The number of directors has been fixed by the Board of Directors at five,
pursuant to the By-laws of the Company. E. A. Jaska, Jr. resigned from the Board
of Directors in 1998. The Board of Directors currently consists of five members
each of which is standing for re-election. At the meeting, the Common Stock
represented by proxies, unless otherwise specified, will be voted for the
election of the five nominees hereinafter named. Each nominee will serve until
the 2000 Annual Meeting of the Company's stockholders or until their respective
successors are duly elected and qualified. A plurality of shares present at the
Meeting cast in favor of a nominee is required for the election of each of the
nominees listed below.
Although the Board of Directors does not contemplate that any of the
nominees will be unable to serve, if such a situation arises prior to the
Meeting, the persons named in the enclosed form of Proxy will vote in accordance
with their best judgment for a substitute nominee.
The following information is set forth with respect to the persons
nominated for election as a director.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
DIRECTOR TERM
NAME AGE SINCE EXPIRES
---- --- -------- -------
CURRENT MEMBER
- --------------
Tilman J. Fertitta/(3)(4)/ 42 1993 1999
Steven L. Scheinthal/(3)/ 37 1993 1999
Paul S. West/(3)/ 40 1994 1999
James E. Masucci/(1)(2)/ 66 1993 1999
Joe Max Taylor/(1)(2)(4)/ 66 1993 1999
_________________
/(1)/ Member of Audit Committee
/(2)/ Member of Compensation and Stock Option Committee
/(3)/ Member of Executive Committee
/(4)/ Member of Nominating Committee
MR. FERTITTA has served as President and Chief Executive Officer of the
Company since 1987. In 1988, he became the controlling stockholder and assumed
full responsibility for all of the Company's operations. Prior to serving as
President and Chief Executive Officer of the Company, Mr. Fertitta devoted his
full time to the control and operation of a hospitality and development company.
Mr. Fertitta serves on the boards of the Houston Livestock Show and Rodeo, Space
Center Houston, the Children's Museum of Houston, The Greater Houston Convention
and Visitor's Bureau, the Crohn's and Colitis Foundation, the Better Business
Bureau of Houston, and the Childress Foundation.
MR. SCHEINTHAL has served as Vice President of Administration, General
Counsel and Secretary to the Company since September 1992. He devotes a
substantial amount of time to lease and contract negotiations and is primarily
responsible for the Company's compliance with all federal, state and local
ordinances. Prior to joining the Company, he was a partner in the law firm of
Stumpf & Falgout in Houston, Texas. Mr. Scheinthal represented the Company for
approximately five years before joining the Company. He has been licensed to
practice law in the state of Texas since 1984.
2
<PAGE>
MR. WEST has served as Vice President of Finance and Chief Financial
Officer of the Company since June 1993. Prior to joining the Company, Mr. West
was a senior manager at Deloitte & Touche and a leader of their
Restaurant/Entertainment Advisors Group in Dallas, Texas. He was responsible
for numerous restaurant audits and performed the annual restaurant industry
operations survey and study on behalf of the National Restaurant Association and
many state restaurant associations. Mr. West had been engaged in public
accounting and auditing since 1981, and has been a certified public accountant
since 1983.
MR. MASUCCI is self-employed as an advertising consultant. From 1956 until
June 1996 he was employed by Capital Cities/ABC ("ABC"). His last position with
ABC was as President and General Manager of KTRK-TV, an owned station of ABC in
Houston, Texas, a position he held from August 1990 to June 1996. Prior to
serving as President, Mr. Masucci served in various executive positions with
KTRK-TV and has served as Division Vice President and Vice President of the
Broadcast Division of ABC.
MR. TAYLOR is a director and member of the Executive Committee of American
National Insurance Company, a publicly traded insurance company. He also serves
on the Board and Audit Committee of the Transitional Learning Center of
Galveston and is President and a member of the Executive Committee of Moody
Gardens, Inc., which operates a public resort and entertainment facility in
Galveston, Texas. Mr. Taylor is also the chief law enforcement administrator for
Galveston County, Texas and serves on the Galveston County Pre-Trial Board as
well as the Board of Directors of Harbourview Care Center.
There were eight meetings of the Board of Directors held during the 12
months ended December 31, 1998. All of the current Board members attended 75%
or more of the meetings of the Board and committees of the Board on which they
were members.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH NOMINEE
FOR THE BOARD OF DIRECTORS.
3
<PAGE>
EXECUTIVE OFFICERS
In addition to Messrs. Fertitta, Scheinthal and West, for which information
is provided above, the following person is an executive officer of the Company:
NAME AGE POSITION
---- --- --------
Richard E. Ervin 43 Vice President of Restaurant Operations
Mr. Ervin has served as Vice President of Restaurant Operations since 1991.
Prior to that time, he was the Vice-President of Internal Controls and Director
of Beverage Operations. He has 15 years of experience in high volume, multi-unit
food and beverage operations. His experience includes new restaurant development
and employee training programs.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has an Executive Committee, an Audit Committee, a Compensation
Committee, and a Stock Option Committee. The Executive Committee has and may
exercise all of the authority of the Board of Directors with respect to the
management of the Company's business, except with respect to certain specified
matters that by law, the Certificate of Incorporation or By-laws must be
approved by the entire Board of Directors. The Executive Committee met twelve
times during 1998. All actions taken by the Executive Committee were ratified
unanimously by the Board of Directors. The Audit Committee is responsible for
(i) reviewing the scope of, and the fees for, the annual audit, (ii) reviewing
with the independent accountants the corporate accounting practices and policies
and recommending to whom reports should be submitted within the Company, (iii)
reviewing with the independent accountants their final report, (iv) meeting with
internal and independent accountants during the year for consultation purposes,
and (v) being available to the independent accountants during the year for
consultation purposes. The Audit Committee met on two occasions in 1998. The
Compensation Committee determines the compensation of the officers of the
Company and performs other similar functions. The Compensation Committee met on
two occasions in 1998. The Stock Option Committee grants options under the
Company's Stock Option Plans and also determines whether additional options
should be granted to deserving key employees. The Stock Option Committee met on
four occasions in 1998. The Company established a nominating committee in 1999.
The Committee selects appropriate candidates to be recommended to the full Board
of Directors and the Stockholders for election as directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is or has been an officer or
employee of the Company or any of its subsidiaries. For information concerning
the relinquishment of certain options by Mr. Taylor, see "Security Ownership of
Certain Beneficial Owners and Management". The members of the Compensation
Committee had no other relationships with the Company requiring disclosure
pursuant to Item 404 of SEC Regulation S-K. No executive officer of the Company
served as a member of the compensation committee (or other board committee
performing similar functions or, in the absence of any such committee, the
entire Board of Directors) of another corporation, one of whose executive
officers served on the Compensation Committee. No executive officer of the
Company served as a director of another corporation, one of whose executive
officers served on the Compensation Committee. No executive officer of the
4
<PAGE>
Company served as a member of the Compensation Committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire Board of Directors) of another corporation, one of whose
executive officers served as a director of the Company.
COMPENSATION OF DIRECTORS
Directors of the Company who are not executive officers receive Director's
fees of $18,000 per year, plus the expenses incurred by them on behalf of the
Company. Non-employee Directors also receive $1,000 for each Audit,
Compensation and Stock Option Committee meeting they attend. Each current non-
employee director has received stock options to acquire shares of Common Stock
under the Company's Non-Qualified Formula Stock Option Plan for Non-Employee
Directors (the "Non-Employee Director's Plan"). The Non-Employee Director's
Plan provides for the granting of nonqualified stock options to non-employee
directors of the Company. Pursuant to the Non-Employee Director's Plan, 80,000
shares of Common Stock are reserved for issuance to eligible non-employee
directors of the Company or its subsidiaries. The Non-Employee Director's Plan
is administered by the President of the Company and requires that the purchase
price under each option must not be less than 100% of the fair market value (as
defined in the Non-Employee Director's Plan) of the Common Stock at the time of
the grant of the option. Full payment for shares purchased upon exercise of an
option must be made at the time of exercise and no shares may be issued until
full payment is made. Options granted pursuant to the Non-Employee Director's
Plan generally vest in five installments beginning no earlier than the first
anniversary of the date of grant, and the options expire ten years from the
grant date. The Non-Employee Director's Plan provides that an option agreement
may include a provision for permitting an optionee the right to deliver
previously owned shares of Common Stock in partial or full payment for shares to
be purchased upon exercise of an option. In 1995, the Director's Plan was
amended to provide that each non-employee director who received a grant of an
option on the date such person was elected a director would receive an
additional option in the amount of 2,000 shares each time such person was re-
elected for an additional term as a director. Pursuant to the Non-Employee
Director's Plan, each current non-employee director initially received an option
to purchase 10,000 shares of Common Stock at $6 per share and received an option
to purchase 2,000 shares at $19.13 per share upon their re-election in 1995, an
option to purchase 2,000 shares at $24.63 per share upon their re-election in
1996, an option to purchase 2,000 shares at $18.75 upon their re-election in
1997, and an option to purchase 2,000 shares at $21.31 upon their re-election in
1998. As set forth below, in connection with a payment made to Mr. Taylor his
option to acquire 2000 shares was relinquished in 1998. In 1998 and 1999, in
connection with their functions as members of Committees of Non-Employee
Independent Directors, Messrs. Masucci and Taylor were each paid $41,000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of the
Common Stock to file with the Securities and Exchange Commission (the "SEC")
initial reports of ownership and reports of changes in ownership of Common
Stock. The Company believes, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, that during the preceding fiscal year all of the
Company's directors, officers and holders of more than 10% of its Common Stock
complied with all Section 16(a) filing requirements, except that Mr. Taylor and
Mr. Masucci failed to timely file a Form 4 required to be filed during 1998.
Such reports have been filed with the SEC.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of the Record Date, certain information
regarding the beneficial ownership of the Company's Common Stock by (a) each
person known to the Company to own beneficially more than five percent of the
outstanding shares of the Company's Common Stock, (b) each director and nominee
for director of the Company, (c) each executive officer named in the Summary
Compensation Table below, and (d) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each of the stockholders has
sole voting and investment power with respect to the shares beneficially owned.
The address of each of Messrs. Fertitta, Scheinthal, West, Ervin, Masucci and
Taylor is 1400 Post Oak Blvd., Suite 1010, Houston, Texas 77056.
NAME OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED
- ------------------------ --------------------------
NUMBER PERCENT
------------ -----------
Tilman J. Fertitta/(1)(4)(5)/ 5,800,000 21.9%
Steven L. Scheinthal/(2)/ 86,500 *
Paul S. West/(2)/ 143,100 *
James E. Masucci/(2)/ 14,000 *
Joe Max Taylor/(2)(3)/ 6,000 *
Richard E. Ervin/(2)/ 48,667 *
Hospitality Entertainment, L.L.C./(4)/ 2,090,000 8.1%
All officers, directors and nominees
as a group/(5) / (6 persons) 8,188,267 30.7%
- --------------
* Less than 1%.
/(1)/ Includes 800,000 shares subject to options which are exercisable within 60
days of Record Date and the 2,090,000 shares owned of record by
Hospitality Entertainment, L.L.C. ("Hospitality"). Mr. Fertitta has a 90%
ownership interest in Hospitality (his wife owns the remaining 10%) and
thus controls Hospitality. Mr. Fertitta is deemed to share voting and
dispositive power with Hospitality with respect to such 2,090,000 shares.
/(2)/ Includes 66,000, 64,000, 14,000, 6,000 and 41,667 shares subject to
options, respectively for the persons named in the above table, which are
exercisable within 60 days of the Record Date.
/(3)/ In 1998, the Company paid $40,000 to Mr. Taylor and concurrently Mr.
Taylor relinquished an option to purchase 2,000 shares of the Company's
Common Stock at an exercise price of $6.00 per share previously issued to
Mr. Taylor.
/(4)/ Hospitality is the record owner of 2,090,000 shares or 8.1% of the
Company's Common Stock. Mr. Fertitta has a 90% interest membership
interest in Hospitality (his wife owns the remaining 10%) and is deemed to
share voting and dispositive power with Hospitality with respect to such
2,090,000 shares.
/(5)/ Includes 991,667 shares subject to options for all officers and directors
as a group which are, or will become, exercisable within 60 days of the
Record Date.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth in summary, compensation paid by the Company
and its subsidiaries for the year ended December 31, 1998 to executive officers
of the Company whose cash compensation exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------------- ------------
Securities
Underlying
Salary Bonus Options/SARs
Name and Principal Position/(1)/ Year ($) ($)/(2)/ (#)
- ----------------------------------- ---- ------- -------- ------------
<S> <C> <C> <C> <C>
Tilman J. Fertitta(4) 1998 578,142 0 900,000
President and Chief 1997 525,000 325,000 750,000
Executive Officer 1996 465,000 200,000 150,000
E.A. "Al" Jaksa, Jr.(3) 1998 222,115 0 0
Former Executive Vice 1997 200,000 125,000 75,000
President and Chief 1996 255,000 125,000 100,000
Operating Officer
Steven L. Scheinthal 1998 182,788 0 200,000
Vice President of 1997 165,000 125,000 75,000
Administration, Secretary 1996 129,000 100,000 100,000
and General Counsel
Paul S. West(4) 1998 177,692 0 200,000
Vice President of Finance and 1997 160,000 125,000 50,000
Chief Financial Officer 1996 120,000 10,000 50,000
Richard E. Ervin 1998 117,981 0 125,000
Vice President of Restaurant 1997 105,000 75,000 325,000
Operations 1996 90,000 50,000 200,000
</TABLE>
- --------------
/(1)/ These executive officers receive personal benefits in addition to salary.
However, the Company has concluded that the aggregate amount of such
personal benefits do not exceed the lesser of $50,000 or 10% of annual
salary and bonus reported for each such executive.
/(2)/ Bonuses were paid in the year after date indicated in table to reflect
accomplishments in the year indicated.
/(3)/ Mr. Jaksa resigned his positions as Executive Vice President and Chief
Operating Officer in August, 1998. Compensation for 1998 includes
severance payments.
/(4)/ The Compensation Committee has determined that no base salary raises
shall be awarded to Messrs. Fertitta and West in 1999. No bonuses were
awarded to any Executive Officer in 1999.
7
<PAGE>
The following table provides details regarding stock options granted in
1998 to executive officers named in the Summary Compensation Table. In
addition, in accordance with SEC rules, the hypothetical gains are shown that
would exist for the respective options based on assumed rates of annual
compounded growth in the stock price of 5% and 10% from the date the options
were granted over the full option term. The actual value, if any, an executive
may realize will depend on the spread between the market price and the exercise
price on the date the options are exercised.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Potential Realizable
No. of Value at Assumed
Securities % of Total Annual Rates of Stock
Underlying Options Price Appreciation for
Options Granted to Exercise Expira- Option Term/(3)/
Granted Employees Price tion ----------------------
Name in 1998 in 1998 ($/Sh) Date 5% ($) 10% ($)
- ---------------------------- ---------- ---------- -------- -------- --------- ---------
Tilman J. Fertitta/(1)/ 900,000 41% 6.00 12/17/08 3,396,031 8,606,207
Steven L. Scheinthal/(2)/ 200,000 9% 6.00 12/17/08 754,673 1,912,491
Paul S. West/(2)/ 200,000 9% 6.00 12/17/08 754,673 1,912,491
Richard E. Ervin/(2)/ 125,000 6% 6.00 12/17/08 471,671 1,195,307
</TABLE>
- ---------------
/(1)/ Granted pursuant to the Company's 1993 Employee Stock Option Plan.
/(2)/ Granted pursuant to the Company's 1995 Flexible Incentive Plan.
/(3)/ Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, based on the SEC's rules and are not intended to
forecast future price appreciation of the Common Stock of the Company. The
gains reflect a future value based upon growth at these prescribed rates.
The Company is not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or volatile
factors. Actual gains, if any, on the exercise of stock options are
dependent on the future performance of the Common Stock, overall market
conditions, and the option holders' continued employment through the
vesting period. The amounts reflected in this table may not necessarily be
achieved. Amounts shown under the "Potential Realizable Value" columns
have been calculated by multiplying the exercise price by the annual
appreciation rate shown (compounded for the term of the options),
subtracting the exercise price per share and multiplying the gain per
share by the number of shares covered by the options.
8
<PAGE>
The following table shows the number of shares acquired upon exercise of
stock options in 1998, the value realized and the number of shares covered by
both exercisable and unexercisable stock options held by executive officers
named in the Summary Compensation Table at December 31, 1998. Also reported are
the value for the "in-the-money" options which represent the positive spread
between the exercise price of any such existing stock option and the price of
the Common Stock as of December 31, 1998.
AGGREGATED OPTIONS/SAR EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money Options
Shares Value Options at End of 1998 at End of 1998/1/
Acquired Realized ----------------------------------------- --------------------
Name on Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ----------- ---------- ----------- ------------- ----------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Tilman J. Fertitta -0- N/A 700,000 1,100,000 $-0- $1,350,000
Steven L. Scheinthal 96,250 1,332,525 167 315,833 $-0- $ 300,000
Paul S. West 91,250 1,247,460 4,000 310,000 $-0- $ 300,000
Richard E. Ervin 53,800 775,975 334 201,666 $-0- $ 187,500
</TABLE>
- -----------
/(1)/ The values were determined on the basis of the closing Common Stock price
of $7.50 on December 31, 1998, and equals the aggregate amount by which
the market value of the option shares exceeded the exercise price of
outstanding options.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
In August 1993, the Board of Directors established a Compensation Committee
to review and approve the compensation levels of members of management, evaluate
the performance of management, consider management succession and consider any
related matters for the Company. The Committee is charged with reviewing with
the Board of Directors in detail all aspects of compensation for the executive
officers of the Company.
The philosophy of the Company's compensation program is to employ, retain
and reward executives capable of leading the Company in achieving its business
objectives. These objectives include creating and preserving strong financial
performance, increasing the assets of the Company, positioning the Company's
assets and business operations in geographic markets and industry segments
offering long-term growth opportunities, enhancing stockholder value, and
ensuring the survival of the Company. The accomplishment of these objectives is
measured against conditions prevalent in the industry within which the Company
operates. In recent years these conditions reflect a highly competitive market
environment and rapidly changing regional geographic and overall industry market
conditions.
The available forms of executive compensation include base salary, cash
bonus awards and stock options. Each component is intended to serve the
Compensation Committee's philosophy; however, performance of the Company is a
key consideration. The Company's compensation policy recognizes, however, that
stock price performance is only one measure of performance and, given industry
business conditions and the long term strategic direction and goals of the
Company, it may not necessarily be the best current measure of executive
performance. Therefore, the Company's compensation policy also gives
consideration to the Company's achievement of specified business objectives when
determining executive
9
<PAGE>
officer compensation. An additional objective of the Compensation Committee has
been to reward executive officers with equity compensation in addition to salary
in keeping with the Company's overall compensation philosophy, which attempts to
place equity in the hands of its key employees in an effort to further instill
stockholder considerations and values in the actions of all the key employees
and executive officers.
In furtherance of the Company's compensation philosophy and goal of
employing, retaining and rewarding its executives who have demonstrated a desire
and ability to lead the Company in the pursuit of its business objectives, the
Company entered into Personal Service and Employment Agreements with the CEO and
with Steven L. Scheinthal, Paul S. West and Richard E. Ervin (Messrs.
Scheinthal, West and Ervin are collectively referred to as the "Additional
Executives"). The employment agreements, which are discussed in more detail
below, became effective as of January 1, 1998 and established the initial base
salary payable to the CEO and each of the Additional Executives in 1998,
established the number of options available to the CEO and each of the
Additional Executives, and further provided for additional bonus awards under
any bonus programs established by the Company and/or, based upon merit and
Company performance, from the Compensation Committee. The employment agreements
also provided for certain additional executive benefits and perquisites to be
provided to each of the CEO and the Additional Executives.
The employment agreements established the initial salary payable in 1998
for the CEO and each of the Additional Executives. Each executive officer's
salary shall thereafter be reviewed at least annually. In establishing the
initial salary payable to the CEO and the Additional Executives, the
Compensation Committee considered a number of factors. The factors included a
review and evaluation of the compensation and salary levels for similar level
executives for other comparable companies in the industry, the achievement of
specified business objectives during the prior fiscal years including progress
made by the Company in increasing the number of restaurants, improving revenues,
income and operating cash flows and progress made by the Company in product
development and improvements in customer satisfaction. Based upon such
considerations, the Compensation Committee determined the following 1998 fiscal
base salary levels to be fair and appropriate for the CEO and Additional
Executives taking into consideration the level of salary compensation paid to
the other officers of the Company and the salaries payable to other similarly
situated executives at the Company's industry peers: Mr. Fertitta $585,000; Mr.
Scheinthal - $185,000; Mr. West - $180,000; and, Mr. Ervin - $120,000. The
Compensation Committee determined not to grant any bonuses to Executive Officers
in 1998. In determining the options granted to the CEO and Additional
Executives for fiscal 1998, the Compensation Committee considered the terms of
the CEO's Employment Agreement and granted to the CEO stock options to acquire
up to 900,000 shares of the Company's stock. The Compensation Committee also
granted to Messrs. Scheinthal and West options to acquire up to 200,000 shares
and Mr. Ervin options to acquire up to 125,000 shares of the Company's stock in
accordance with the terms of their employment agreements.
COMPENSATION COMMITTEE
James E. Masucci
Joe Max Taylor
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EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into Personal Service and Employment Agreements
with the CEO and each of the Additional Executives which set forth the general
terms and conditions of each such executive's employment by the Company for the
period commencing January 1, 1998 through December 31, 2002, unless sooner
terminated. Each of the executives have the right to voluntarily terminate his
employment upon 90 day's prior notice.
Pursuant to the terms and provisions of the Personal Service and Employment
Agreement between the Company and Mr. Fertitta (the "CEO's Agreement"), Mr.
Fertitta has agreed to serve as President and Chief Executive Officer of the
Company to December 31, 2002, and is subject to automatic five-year extensions.
The CEO's Agreement provides that Mr. Fertitta will devote substantially all of
his time and attention to the business and affairs of the Company and will
receive, among other things, an annual base salary in an amount not less than
$585,000, annual cash bonuses in amounts determined by the Compensation
Committee, and stock options covering at least as many shares for which options
were granted to Mr. Fertitta during the three (3) fiscal years preceding 1998
(900,000 shares), such options to be granted at a price equal to the fair market
value of the Company's Common Stock on the date of grant. In 1998, all 900,000
options were granted with an exercise price of $6.00 per share. The options
vested and were exercised in 1999. All shares of the Company's stock issuable
upon exercise of any such options shall be registered pursuant to the Company's
then existing Registration Statement on Form S-8.
The CEO's Agreement further provides that Mr. Fertitta shall be included in
all plans and programs of the Company made available to the Company's executives
and other salaried employees generally, including group life insurance,
accidental death and dismemberment insurance, hospitalization, long-term
disability, vacations and holidays. Mr. Fertitta will also be entitled to life
insurance and certain other benefits and perquisites in addition to those made
available to the Company's management generally, including use of a Company
automobile and other transportation facilities, certain memberships, and
matching charitable contributions to charities of the CEO's choice. Mr.
Fertitta is also entitled to split-dollar life insurance. However, such split-
dollar life insurance was not obtained for Mr. Fertitta during 1998.
In the event Mr. Fertitta's employment is terminated as a result of his
death or disability (as defined in the CEO's Agreement), he, or his legal
representative, will be entitled to receive all compensation he would otherwise
have been entitled to receive throughout the remaining term of the then
effective employment period as well as the most favorable benefits provided by
the Company with regard to death or disability, all payable within 90 days of
such death or disability. In addition, upon Mr. Fertitta's death or disability,
the stock options that Mr. Fertitta is entitled to receive under the CEO's
Agreement which have not vested shall immediately vest. In the event Mr.
Fertitta's employment is terminated (i) by him other than for Good Reason (as
defined in the CEO's Agreement) or (ii) by the Company for Cause (as defined in
the CEO's Agreement), Mr. Fertitta will receive all accrued compensation and
other amounts owed to him under his Employment Agreement as of the date of
termination as well as the most favorable benefits provided by the Company with
regard to death or disability. In the event Mr. Fertitta's employment is
terminated (i) by the Company other than for Cause, (ii) by Mr. Fertitta for
Good Reason (including a substantial or material alteration of the CEO's duties
and responsibilities under the CEO's Agreement; action by the Company which
negatively affects the CEO's rights under an employee benefit plan; relocation;
and material breach by the Company of the CEO's Agreement, subject to thirty
(30) days' notice to cure; and, any failure by the Company or its successors or
assigns to assume and perform the CEO's Agreement), or (iii) a Change in Control
(as defined in the CEO's Agreement), Mr. Fertitta will be entitled to receive
the following: (a) a lump sum payment of $3,000,000 in consideration of his
agreement not to compete with the Company, payable in full within five (5) days
of his termination, (b) an amount equal to two (2) years' base salary at the
rate then in effect
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<PAGE>
immediately prior to termination, payable in full within five (5) days of
termination, (c) all stock options that Mr. Fertitta is entitled to receive
under the CEO's Agreement which have not vested shall immediately vest, (d) the
Company will pay all excise taxes, penalties and interest arising from payments
made under the CEO's Agreement which are imposed pursuant to Section 4999 of the
United States Internal Revenue Code or other similar federal, state or local
law, (e) a lump sum payment of $2,000,000 in lieu of the Company's further
maintenance of the split-dollar life insurance policy, payable in full within
five (5) days of his termination, (f) for a period of two (2) years following
his termination, the Company will provide all benefits he would have otherwise
been eligible to receive as if he were still employed by the Company, and (g)
within five (5) days of his termination, he will receive title to his Company
automobile, free and clear of all encumbrances. The CEO's Agreement further
provides that during the term of Mr. Fertitta's employment and for a period of
one (1) year following the termination of his employment, Mr. Fertitta will not
engage in any businesses involving the operation or management of seafood
restaurants within a 100-mile radius of any location in which the Company
operates a seafood restaurant.
The conditions of the Personal Service and Employment Agreements of the
Additional Executives (the "Additional Executive Agreements") are substantially
similar, differing only with respect to the specific amounts or value of certain
items of compensation to which each is entitled under the respective Additional
Executive Agreement. Under the Additional Executive Agreements, each Additional
Executive is obligated to devote his full time, attention and energy to the
Company. As compensation, the Additional Executive will receive, among other
things, the following respective annual base salaries: Mr. Scheinthal-$185,000;
Mr. West-$180,000; and Mr. Ervin-$120,000. Each Additional Executive will be
entitled to annual bonus awards under any bonus program established by the
Company and/or based on merit and Company performance from the Stock Option
Committee. Each Additional Executive will be included in all plans and programs
of the Company made available to the Company's executives and other salaried
employees generally, including group life, accidental death and dismemberment,
hospitalization, surgical, major medical, long-term disability, and payment of
or reimbursement of medical expenses not covered by such plans up to $3,000
annually. Each Additional Executive shall also be entitled to split-dollar life
insurance and certain other benefits and perquisites in addition to those made
available to the Company's management generally, including use of a Company
automobile and other transportation facilities, certain memberships, and
matching charitable contributions to the charities of each Additional
Executive's choice. During the term of employment, each of the Additional
Executives shall be granted stock options for the following respective number of
shares: Mr. Scheinthal-200,000 shares; Mr. West-200,000 shares; and Mr. Ervin-
125,000 shares. Such options shall be granted at a price equal to the fair
market value at the time of grant. In 1998 all options under these Additional
Executive Agreements were granted with an exercise price of $6.00 per share.
The options shall vest in equal annual installments over three (3) years from
the time of grant and all shares of the Company stock issuable upon exercise of
any such options shall be registered pursuant to the Company's then existing
Registration Statement on Form S-8.
In the event an Additional Executives' employment is terminated as a result
of his death or disability (as defined in the Additional Executive Agreement),
he, or his legal representative, will receive his base salary which he would
have otherwise been entitled to receive throughout the remainder of the then
effective employment term, as well as the most favorable benefits provided by
the Company with regard to death or disability, all payable within ninety (90)
days of such death or disability. In addition, upon the Additional Executive's
death or disability, the stock options that the Additional Executive is entitled
to receive pursuant to the terms of his Additional Executive Agreement which
have not been granted or have not vested shall immediately be granted and vest.
In the event an Additional Executive's employment is terminated (i) by him other
than for Good Reason (as defined in the Additional Executive Agreement) or (ii)
by the Company for Cause (as defined in the Additional Executive Agreement), the
Additional Executive shall only be entitled to receive accrued compensation and
unpaid expenses through his termination date. In the event an
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<PAGE>
Additional Executive's employment is terminated by the Company other than for
Cause, the Additional Executive shall be entitled to receive, for a period of
twelve (12) months following such termination, his base salary at the rate then
in effect as of the date of termination and maintenance of all insurance
benefits provided under the terms of the Additional Executive Agreement. In the
event any Additional Executive's employment is terminated following a Change in
Control (as defined in the Additional Executive Agreement), the Additional
Executive Agreement provides that the Additional Executive will receive: (i) a
lump sum payment in consideration of his agreement not to compete in the
following respective amounts: Mr. Scheinthal-$1,500,000; Mr. West-$1,500,000 and
Mr. Ervin-$750,000, (ii) those benefits as he would have otherwise been entitled
to receive had he been terminated by the Company other than for Cause, (iii) all
stock options not yet vested will immediately vest, (iv) the Company will pay
all excise taxes, penalties and interest arising from payments made under the
Additional Executive Agreement which are imposed pursuant to Section 4999 of the
United States Internal Revenue Code or similar federal, state or local law, and
(v) the Additional Executive will receive title to his company automobile, free
and clear of all encumbrances. The Additional Executive Agreement provides that
the Additional Executive shall not, during the term of employment and for one
(1) year following his termination from the Company, compete with the Company in
the casual dining restaurant business anywhere in the United States. The
Additional Executive Agreement further provides that during the term of
employment and for a period of two (2) years following the termination of
employment from the Company, the Additional Executive shall not seek to solicit,
divert or hire the employees of the Company.
13
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Performance
Graph and the previous Report of the Compensation Committee of Landry's Seafood
Restaurants, Inc. on Executive Compensation shall not be incorporated by
reference into any such filings.
PERFORMANCE GRAPH
The following line graph compares the Company's cumulative total
stockholder return with the cumulative total stockholder return of the Dow Jones
Global Index and the Dow Jones Restaurant Index for the five (5) year period
from January, 1994 through December, 1998, assuming in each case an initial
investment of $100 on January 1, 1994:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
LANDRY'S SEAFOOD RESTAURANTS, INC., DOW JONES GLOBAL
INDEX, AND DOW JONES RESTAURANT INDEX
[GRAPH APPEARS HERE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
08/18/93 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
Dow Jones 100 102 100 134 162 213 270
Global Index
Dow Jones 100 104 98 139 141 145 218
Restaurant
Landry's 100 200 236 284 356 400 125
Seafood
Restaurants, Inc.
</TABLE>
14
<PAGE>
CERTAIN TRANSACTIONS
The policy of the Company is, to the extent practicable, to avoid
transactions (except those which are employment related) with officers,
directors, and affiliates. In any event, any such transactions will be entered
into on terms no less favorable to the Company than could be obtained from third
parties, and such transactions will be approved by a majority of the
disinterested directors of the Company.
Effective January 1, 1996, the Company entered into a Consulting Service
Agreement (the "Agreement") with Fertitta Hospitality, LLC ("Fertitta
Hospitality"), which is jointly owned by Mr. Fertitta and his wife. Pursuant to
the Agreement, the Company provides limited consulting services to Fertitta
Hospitality with respect to management and operational matters, administrative
and personnel matters. The Company receives a consulting fee of $2,500 per
month under the Agreement plus the reimbursement of all out-of-pocket expenses
and such additional compensation as may be agreed upon. The Agreement provides
for a one-year term which is automatically renewed unless either party
terminates the Agreement upon 30 days' written notice to the other party. The
Consulting Services Agreement was entered into between related parties and was
not the result of arm's-length negotiations. Accordingly, the terms of this
transaction may have been more or less favorable to the Company than might have
been obtained from unaffiliated third parties. The Company believes that the
terms of the transaction were at least as favorable to the Company as that which
could have been obtained in arm's-length transactions with an unaffiliated
party.
The Company entered into an agreement with 610 Loop Venture, L.L.C. ("Loop
610 Venture"), a company wholly-owned by the CEO, whereby the Company would sell
to Loop 610 Venture a 4-acre undeveloped tract of land at a third-party
appraised value of approximately $5,360,000 (approximately $700,000 more than
the original purchase price paid by the Company), and Loop 610 Venture would
construct the condominium project on the land. It is proposed that the
condominium project would contain, among other things, a hotel unit owned by
Loop 610 Venture and a 4-story 83,000 square foot office facility. The agreement
contemplates that the Company would purchase the office facility for a third-
party appraised value of approximately $14,840,000. The agreement further
contemplates that at the completion of the project, a condominium regime
agreement would be entered into between the Company and Loop 610 Venture who
would continue to operate and manage the project. The Company and Loop 610
Venture have executed an amendment to the contract delaying commencement of
construction of the condominium project, including the 4-story, 83,000 square
foot office facility, until April 1, 2000. The amendment further provides that
the Company will enter into a ground lease agreement with 610 Loop Venture for
approximately one-third of the undeveloped tract. The ground lease agreement
provides for 610 Loop Venture's development of a retail facility which is the
initial phase of 610 Loop Venture's condominium project. However, 610 Loop
Venture cannot utilize any other portion of the undeveloped tract and can take
no action which in any manner may hinder, delay, impede or increase the cost of
construction to the Company for the building of the office facility. The ground
lease is for a term of five years with one option renewal period and shall
terminate upon 610 Loop Venture's purchase of the entire 4-acre undeveloped land
tract. Under the terms of the ground lease, 610 Loop Venture will pay the
Company base rent and pro-rata real property taxes and insurance in the amount
of approximately $16,000 per month.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountants for the fiscal year ended
December 31, 1998, were, and for the fiscal year ending, December 31, 1999, will
be, the firm of Arthur Andersen LLP. It is anticipated that one or more
representatives of such firm will attend the Annual Meeting. Such
representatives will be
15
<PAGE>
given an opportunity to make statements at the Annual Meeting, if they so
desire, and are expected to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at the 2000 Annual
Meeting of Stockholders for inclusion in the Proxy Statement and form of proxy
relating to that meeting is advised that the proposal must be received by the
Company at its principal executive offices not later than January 6, 2000. The
Company will not be required to include in its proxy statement or form of proxy
a stockholder proposal which is received after that date or which otherwise
fails to meet requirements for stockholder proposals established by regulations
of the Securities and Exchange Commission.
OTHER MATTERS
The solicitation of proxies is made by and on behalf of the Board of
Directors. The cost of the solicitation will be borne by the Company, including
the reasonable expenses of brokerage firms or other nominees for forwarding
proxy materials to beneficial owners. In addition to solicitation by mail,
proxies may be solicited by telephone, telegraph or personally. Proxies may be
solicited by directors, officers and employees of the Company without additional
compensation.
If the enclosed proxy is executed and returned, the shares represented
thereby will be voted in accordance with any specifications made by the
stockholder. In the absence of any such specification, they will be voted to
elect the directors as set forth under "Election of Directors" above.
The presence of a stockholder at the meeting will not operate to revoke
his/her proxy. A proxy may be revoked at any time insofar as it has not been
exercised by giving written notice to the Company or by voting in person at the
meeting.
If any other matters shall come before the meeting, the persons named in
the proxy, or their substitutes, will vote thereon in accordance with their
judgment. The Board of Directors does not know of any other matters which will
be presented for action at the meeting.
FORM 10-K
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON REQUEST OF ANY SUCH PERSON, A COPY OF THE ANNUAL REPORT OF THE
COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, BUT NOT THE EXHIBITS. REQUESTS FOR COPIES OF SUCH REPORT
SHOULD BE DIRECTED TO STEVEN L. SCHEINTHAL, SECRETARY, LANDRY'S SEAFOOD
RESTAURANTS, INC., 1400 POST OAK BOULEVARD, SUITE 1010, HOUSTON, TEXAS 77056.
COPIES OF ANY EXHIBIT TO THE FORM 10-K WILL BE FORWARDED UPON RECEIPT OF A
WRITTEN REQUEST THEREFORE ADDRESSED TO MR. SCHEINTHAL.
16
<PAGE>
EACH STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON
IS URGED TO EXECUTE THE PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
By Order of the Board of Directors,
-------------------------------------------
Steven L. Scheinthal
Secretary
July 21, 1999
17
<PAGE>
LANDRY'S SEAFOOD RESTAURANTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Tilman J. Fertitta, Steven L. Scheinthal and Paul S. West or any of them, with
power of substitution of each, are hereby authorized to represent the
undersigned at the Annual Meeting of Stockholders of Landry's Seafood
Restaurants, Inc., to be held at Willie G's Restaurant, 1605 Post Oak Boulevard,
Houston, Texas 77056, on August 13, 1999, at 5:00 p.m., and any adjournment or
adjournments thereof, and to vote the number of shares which the undersigned
would be entitled to vote if personally present.
To vote in accordance with the Board of Directors' recommendations just sign the
reverse side; no boxes need be checked.
(Continued and to be signed on reverse side)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
LANDRY'S SEAFOOD RESTAURANTS, INC.
August 13, 1999
Please Detach and Mail in the Envelope Provided
[X] Please mark your
votes as in this
example.
1. Election of FOR ABSTAIN
Directors [ ] [ ] Nominees: Tilman J. Fertitta
Steven L. Scheinthal
Paul S. West
James E. Masucci
Joe Max Taylor
For all nominees except as notes below:
[ ]____________________________________
2. In their discretion, upon such other matters as
properly come before the meeting.
When properly executed, this proxy will be voted as designated hereon by the
undersigned. If no choice is specified, the proxy will be voted "FOR" the
election of all nominees for Director listed hereon, and according to the
discretion of the proxy holders, on any other matters that may properly come
before the Meeting or any and all postponements or adjournments thereof.
PLEASE DO NOT FOLD OR MUTILATE THIS CARD
NOTE: Please sign exactly as your name appears on this card. On joint
accounts each joint holder should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give your full title as such. If
a corporation, please sign in full corporate name by President or other
authorized person. If a partnership, please sign in partnership name by
authorized person.
Please mark, sign, date and return this proxy card promptly using the
enclosed envelope.
SIGNATURE____________________________DATE_________, 1999
SIGNATURE____________________________DATE_________, 1999
