<PAGE>
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Section 240.14a-12
TIMBER LODGE STEAKHOUSE, 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:
N/A
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
N/A
- --------------------------------------------------------------------------------
(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):
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------
/ / 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:
N/A
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
- --------------------------------------------------------------------------------
(3) Filing Party:
N/A
- --------------------------------------------------------------------------------
(4) Date Filed:
N/A
- --------------------------------------------------------------------------------
<PAGE>
TIMBER LODGE STEAKHOUSE, INC.
April 18, 1997
TO: THE SHAREHOLDERS OF TIMBER LODGE STEAKHOUSE, INC.
You are cordially invited to attend the Annual Meeting of Shareholders of
Timber Lodge Steakhouse, Inc., to be held on May 21, 1997, at 10:00 a.m. at the
Timber Lodge Steakhouse, 5500 Excelsior Boulevard, St. Louis Park, Minnesota. I
encourage you to attend. Whether or not you plan to attend the meeting, I urge
you to complete and sign the accompanying Proxy Card and return it in the
enclosed envelope. Also attached for your review are the formal Notice of
Meeting and Proxy Statement.
If you intend to vote in person at the meeting and your shares are held in
your brokerage account, you must provide the Company with a legal proxy from
your broker authorizing you to vote your shares. You may obtain such legal
proxy from your broker by indicating on the documents to be mailed to you by
your broker, that you plan to vote your shares in person.
On behalf of your Board of Directors and employees, thank you for your
continued support of Timber Lodge Steakhouse, Inc.
Very truly yours,
/s/ Dermot F. Rowland
Dermot F. Rowland,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
TIMBER LODGE STEAKHOUSE, INC.
4021 Vernon Avenue South
St. Louis Park, Minnesota 55416
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1997
TO: The Shareholders of Timber Lodge Steakhouse, Inc.:
The Annual Meeting of Shareholders of Timber Lodge Steakhouse, Inc. (the
"Company"), will be held on May 21, 1997 at 10:00 a.m. at the Timber Lodge
Steakhouse, 5500 Excelsior Boulevard, St. Louis Park, Minnesota.
The items of business are:
1. To set the number of members of the Board of Directors at four;
2. To elect four members of the Company's Board of Directors, each to
hold office until the next Annual Meeting of Shareholders or until
their successors are duly elected and qualified;
3. To consider and act upon a proposal to ratify the appointment of Ernst
& Young LLP as independent auditors of the Company for the fiscal year
ending December 31, 1997; and
4. 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 April 1, 1997, as
the record date for the determination of shareholders entitled to vote at the
meeting and any adjournment thereof.
THIS NOTICE, THE PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE SENT TO
YOU BY ORDER OF THE BOARD OF DIRECTORS.
/s/ Dermot F. Rowland
April 18, 1997 Dermot F. Rowland,
St. Louis Park, Minnesota SECRETARY
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY CARD IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY DESIRE.
<PAGE>
TIMBER LODGE STEAKHOUSE, INC.
4021 Vernon Avenue South
St. Louis Park, Minnesota 55416
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 1997
PROXY SOLICITED BY THE BOARD OF DIRECTORS
This Proxy Statement is furnished to the record holders of shares of Common
Stock of Timber Lodge Steakhouse, Inc., a Minnesota corporation (the "Company"),
as of the close of business on April 1, 1997, by order of the Board of
Directors. This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of the proxy for the Annual Meeting of
Shareholders to be held on May 21, 1997, at 10:00 a.m., at the Timber Lodge
Steakhouse, 5500 Excelsior Boulevard, St. Louis Park, Minnesota. A shareholder
giving a proxy may revoke the same at any time prior to commencement of the
Annual Meeting of Shareholders by filing written notice of the termination of
the appointment with an officer of the Company, by attending the Annual Meeting
of Shareholders and voting in person, or by filing a new written appointment of
a proxy with an officer of the Company. This Proxy Statement is expected to be
first mailed to shareholders on or about April 18, 1997.
The Annual Meeting of Shareholders has been called for the purpose of
setting the number of members of the Board of Directors at four, electing four
persons to serve as members of the Board of Directors until the next annual
meeting of the Company's shareholders and ratifying the appointment of Ernst &
Young LLP as independent auditors of the Company for the fiscal year ending
December 31, 1997. All properly executed Proxy Cards received at or prior to
the commencement of the meeting will be voted at the meeting. If a shareholder
directs how the proxy is to be voted with respect to the business coming before
the meeting, the proxy will be voted in accordance with the shareholder's
directions. If a shareholder does not direct how a proxy is to be voted, it
will be voted FOR setting the number of members of the Board of Directors at
four, FOR electing management's nominees as members of the Company's Board of
Directors, FOR ratifying the appointment by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 1997, and, with respect to any other business that may properly
come before the meeting, at the discretion of the persons named as proxies in
the Proxy Card.
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on April 1, 1997, the record date for the Annual
Meeting of Shareholders, there were 3,607,581 shares of Common Stock
outstanding. The Company's only authorized and outstanding class of capital
stock is Common Stock. Each share of Common Stock is entitled to one vote on
each matter properly coming before the meeting. Cumulative voting for directors
is not permitted. Abstentions and broker non-votes (brokers failing to vote
shares of the Company's Common Stock held in nominee name for customers by
proxy) will be treated as present at the meeting for purposes of determining the
existence of a quorum. With respect to any matter brought to a vote at the
meeting, abstentions will be treated as shares entitled to vote and broker non-
votes will be treated as shares not entitled to vote.
A list of those shareholders entitled to vote at the Annual Meeting of
Shareholders will be available for a period of ten days prior to the meeting for
examination by any shareholder at the Company's principal executive offices,
4021 Vernon Avenue South, St. Louis Park, Minnesota, and will also be available
at the Annual Meeting of Shareholders.
A copy of the Company's 1996 Annual Report to Shareholders, which includes
the financial statements of the Company for the fiscal year ended January 1,
1997, is enclosed.
<PAGE>
ELECTION OF DIRECTORS
(PROPOSALS NO. 1 AND NO. 2)
The Bylaws of the Company provide that at each annual meeting the
shareholders shall determine the number of directors for the ensuing year;
provided, however, that the number may be increased by resolution of the Board
of Directors. The number of directors is currently set at four. The Board of
Directors recommends that the number of directors be set at four for the coming
year and that the nominees named below be elected to the Company's Board of
Directors. Directors being elected at this Annual Meeting of Shareholders will
serve until the next Annual Meeting of Shareholders, or until their successors
have been duly elected and qualified.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present in person or by proxy at the Annual Meeting of
Shareholders and entitled to vote is required for approval of the proposals to
set the number of directors at four and to elect the proposed nominees for
director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SETTING THE NUMBER OF
DIRECTORS AT FOUR AND FOR ELECTING THE NOMINEES FOR DIRECTOR SET FORTH BELOW.
All nominees have consented to serve if elected, but if any becomes unable
to serve, the persons named as proxies may exercise their discretion to vote for
a substitute nominee. The name, age, positions held with the Company, initial
year of service as a director and description of business experience of each
nominee are as follows:
Name Age Company Position Director Since
- ---------------------- --- ------------------------------- --------------
Dermot F. Rowland 59 Chairman of the Board, Chief 1989
Executive Officer and Secretary
Laurence F. LeJeune(1) 60 Director 1991
John P. Uphoff(1) 65 Director 1994
Peter S. Bedzyk 46 Executive Vice President of 1996
Operations, Chief Operations
Officer and Director
- -------------------------
(1) Member of the Audit Committee and the Compensation Committee
DERMOT F. ROWLAND, a founder of the Company, has served as Chairman of the
Board, Chief Executive Officer, Secretary and as a Director of the Company since
1989. Prior to establishing the Company, Mr. Rowland was involved in the
formation and management of Homestyle Buffet, Inc., which subsequently changed
its name to Staceys Buffet Inc. ("Staceys"). Staceys, based in Largo, Florida,
develops and operates buffet restaurants. He co-founded Staceys in 1986 and
served as its President and Chief Executive Officer from 1986 to 1987. In 1987,
he became its Chairman of the Board and continued as a consultant and Director
until 1991.
LAURENCE F. LEJEUNE has, since 1981, been the owner, and has served as
Chairman of the Board, of LeJeune Investment, Inc., a corporate holding company
which operates Carousel Automobiles and Maplewood Imports, both of which are
automobile dealerships located in the Minneapolis-St. Paul metropolitan area.
He served as President and Chief Executive Officer of L.L. LeJeune Co., a
Minneapolis-based structural steel fabricator, from 1967 to 1989. Mr. LeJeune
currently serves as a Director of Vaughn Communications, Inc. based in Edina,
Minnesota, which provides video duplication services and broadcast video
equipment rental.
JOHN P. UPHOFF has served since 1993 as President and Chief Executive
Officer of Uphoff Capital Management, Inc., an investment firm. He also is
active as a private investor. Mr. Uphoff served as Senior Vice President and a
Director of Leisure Research for Raymond James & Associates, Inc. from 1984 to
1993. Prior to 1984, he served as President and Chief Executive Officer of
Uppy's Family Restaurants, Inc., a chain of multi-concept restaurants located in
Wisconsin and Florida. Mr. Uphoff currently serves as a Director of Monarch
Casino & Resort, Inc., a publicly-held gaming company based in Reno, Nevada.
PETER S. BEDZYK has been the Company's Executive Vice President of
Operations and Chief Operations Officer since June 1995 and a Director since May
1996. From February 1997 through April 1997 Mr. Bedzyk served as the Company's
acting President during Mr. Rowland's medical absence. From 1991 to June 1995,
Mr. Bedzyk served as the Company's Operations Manager as well as General Manager
of the Minnesota Steakhouse
2
<PAGE>
(a predecessor of the Company). From 1985 through 1990, Mr. Bedzyk was an
Operating Partner of a Bonanza Family Restaurant franchisee in St. Louis,
Missouri. Mr. Bedzyk has previously been employed by various restaurants,
including Ponderosa Steakhouses and Cracker Barrel Restaurants.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
ROBERT G. CORNELL, an executive officer of the Company, has served as Chief
Financial Officer since February 1995. From October 1991 until February 1995,
Mr. Cornell served as Director of Financial Planning and Analysis for Wilsons
The Leather Experts, a manufacturer and marketer of leather goods based in
Minneapolis, Minnesota.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended January 1, 1997, the Board of Directors held
four meetings and took action by unanimous written consent on five occasions.
None of the members of the Board of Directors proposed for re-election attended
less than 75% of the meetings of the Board of Directors and Committees of the
Board of Directors held during the period in which they served as a director in
the fiscal year ended January 1, 1997.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE. The purpose of the Audit Committee is to recommend the
appointment of an auditor for the Company, review the scope of the audit,
examine the auditor's reports, make appropriate recommendations to the Board of
Directors as a result of such review and examination, and make inquiries into
the effectiveness of the financial and accounting functions and controls of the
Company. The Audit Committee also addresses conflicts of interest that may
arise in transactions between the Company and its officers and directors. The
Audit Committee held four meetings during the fiscal year ended January 1, 1997.
COMPENSATION COMMITTEE. The Compensation Committee is responsible for
setting the compensation of the executive officers of the Company. The
Compensation Committee held four meetings during the fiscal year ended January
1, 1997.
REPORTING UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires executive officers and directors of the Company, and persons who
beneficially own more than 10 percent of the Company's outstanding shares of
Common Stock, to file initial reports of ownership and reports of changes in
ownership of securities of the Company with the Securities and Exchange
Commission and the Nasdaq Stock Market. Officers, directors and persons owning
more than 10 percent of the Company's outstanding Common Stock are required by
Securities and Exchange Commission regulation to furnish the Company with copies
of all Section 16(a) forms filed. Based solely on a review of the copies of
such reports and amendments thereto furnished to or obtained by the Company or
written representations that no other reports were required, the Company
believes that during the fiscal year ended January 1, 1997, the Company's
directors, officers and beneficial owners of more than 10 percent of the
Company's shares of Common Stock complied with all applicable filing
requirements, except that Mr. Rowland did not timely file two reports, Mr.
LeJeune did not timely file three reports, one of which related to a transaction
which occurred in 1995, Mr. Uphoff did not timely file two reports, Mr. Bedzyk
did not timely file two reports and Mr. Cornell did not timely file one report.
All such reports have been filed.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation earned for services
rendered in all capacities to the Company during the Company's fiscal years
ended December 28, 1994, January 3, 1996, and January 1, 1997, by Dermot F.
Rowland, the Company's Chief Executive Officer. No other executive officer
earned compensation in excess of $100,000 in the fiscal year ended January 1,
1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
---------------------------------------------------------- -----------------------
Name and Salary Bonus Other Annual Securities Underlying
Principal Position Year ($) ($) Compensation ($) Options (#)
- -------------------------- ------ -------- ------- ------------------ -----------------------
<S> <C> <C> <C> <C> <C>
Dermot F. Rowland, 1996 84,808 -- -- 15,000
Chief Executive Officer 1995 67,212 -- -- 50,000(1)
1994 35,539 -- -- 10,000
</TABLE>
- -------------------------
(1) Represents 50,000 options previously granted to Mr. Rowland which were
repriced from exercise prices of $5.55 and $4.95 per share to an amended
exercise price of $2.875 per share.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to options to
purchase shares of the Company's Common Stock granted during the fiscal year
ended January 1, 1997, to the executive officer named in the Summary
Compensation Table:
<TABLE>
<CAPTION>
Individual Grants
- ----------------------------------------------------------------------------------------------------
Number of Percentage of Total
Securities Options Granted to Exercise
Underlying Options Employees in Fiscal or Base
Granted Year Price Expiration
Name (#) 1996 ($/Share) Date
- ------------------ -------------------- ----------------------- ------------ ----------------
<S> <C> <C> <C> <C>
Dermot F. Rowland 10,000 16.8% $3.7125 2/28/01
Dermot F. Rowland 5,000 8.4% $3.755 12/10/01
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table summarizes shares acquired upon exercise of options
during the fiscal year ended January 1, 1997 and the value of the unexercised
options held by the executive officer named in the Summary Compensation Table as
of January 1, 1997:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options at Money Options at Fiscal
Shares Acquired Value Fiscal Year-End(1) Year-End(2)
on Exercise Realized (Exercisable/Unexercisable) (Exercisable/Unexercisable)
Name (#) ($) (#) ($)
- ------------------ ------------------- ---------- ---------------------------- ------------------------------
<S> <C> <C> <C> <C>
Dermot F. Rowland - - - - 87,050/11,700 126,431/- -
</TABLE>
- -------------------------
(1) Does not give effect to an exercise of an option in February 1997 pursuant
to which Mr. Rowland acquired 33,750 shares of the Company's Common Stock.
(2) Based on a fiscal year-end of January 1, 1997 and a closing Common Stock
trade price of $3.375 per share on December 31, 1996. The value of
unexercised in-the-money options is equal to the difference between fair
market value of the Common Stock underlying the options at fiscal year-end
and the exercise price of the options. Exercisable options refer to those
options that are exercisable as of January 1, 1997, while unexercisable
options refer to those options that become exercisable at various times
thereafter.
4
<PAGE>
DIRECTOR COMPENSATION
The Company pays each non-employee director a fee of $1,000 for each Board
of Director meeting attended. The Company does not compensate directors for
attendance at meetings of committees of the Board of Directors. The Company
annually grants to its non-employee directors 5,000 non-qualified options to
purchase shares of the Company's Common Stock, which options are exercisable at
a price equal to the fair market value of a share of the Company's Common Stock
on the option grant date. During the fiscal year ended January 1, 1997, the
Company granted to each of its non-employee directors, Laurence F. LeJeune and
John P. Uphoff, options to purchase 2,500 shares of Common Stock at an exercise
price of $3.375 per share and 2,500 shares of Common Stock at an exercise price
of $4.00 per share, the respective closing bid prices of the Company's Common
Stock on the date of such grants. The Company also provides meal cards to non-
employee directors for use at the Company's restaurants. The Company does not
compensate employee directors for services as directors.
INDEPENDENT AUDITORS
(PROPOSAL NO. 3)
The Board of Directors has appointed Ernst & Young LLP to serve as the
Company's independent auditors for the fiscal year ending December 31, 1997 and
to perform other accounting services. Representatives of Ernst & Young LLP are
expected to be present at the Annual Meeting of Shareholders, with the
opportunity to make a statement if they so desire and to respond to appropriate
shareholder questions.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock present in person or by proxy at the Annual Meeting of
Shareholders and entitled to vote is required to ratify the appointment of Ernst
& Young LLP as the Company's independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFYING THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
5
<PAGE>
PRINCIPAL SHAREHOLDERS
Shareholders of record as of the close of business on April 1, 1997 were
entitled to receive notice of and to vote at the Annual Meeting of Shareholders.
As of the record date there were outstanding and entitled to be voted at the
meeting, 3,607,581 shares of Common Stock, each share being entitled to one
vote.
SHARE OWNERSHIP OF MANAGEMENT
The following sets forth certain information as of the record date with
respect to shares of Common Stock beneficially owned by each executive officer
of the Company named in the Summary Compensation Table, each director of the
Company and by all executive officers and directors of the Company as a group.
Unless otherwise indicated, each of the following persons has sole voting and
investment power with respect to the shares of Common Stock set forth opposite
their respective names.
<TABLE>
<CAPTION>
Number of Common Percentage of
Shares Beneficially Outstanding Common
Name and Address of Beneficial Owner Owned(1) Shares(7)
- ------------------------------------ --------------------- --------------------
<S> <C> <C>
Dermot F. Rowland 683,002(2) 18.7%
4021 Vernon Avenue South
St. Louis Park, Minnesota 55416
Laurence F. LeJeune
8989 Wayzata Boulevard
Minneapolis, Minnesota 55426 137,300(3) 3.8%
John P. Uphoff 10,800(4) *
P.O. Box 6611
Incline Village, Nevada 89450
Peter S. Bedzyk 31,800(5) *
4021 Vernon Avenue South
St. Louis Park, Minnesota 55416
All directors and executive officers 870,802(6) 23.3%
as a group (5 persons)
</TABLE>
- -------------------------
* less than one percent
(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of April 1, 1997, or within 60 days
of such date, are treated as outstanding when determining the percent of
the class owned by such individual and when determining the percent of the
class owned by the group.
(2) Includes options to purchase up to 53,300 shares of Common Stock and 6,250
shares of Common Stock owned by Mr. Rowland's spouse.
(3) Includes options to purchase up to 25,800 shares of Common Stock.
(4) Includes options to purchase up to 5,800 shares of Common Stock.
(5) Includes options to purchase up to 28,300 shares of Common Stock and 1,000
shares held of record by Mr. Bedzyk under the Company's 401(k) Plan.
(6) Includes options to purchase up to 133,300 shares of Common Stock.
(7) The percentage of outstanding shares of Common Stock shown in the table
above is calculated based on 3,607,581 shares outstanding as of the close
of business on the record date and assumes that in each case the person or
the group exercised his or its outstanding options which have vested or
will vest within 60 days of April 1, 1997.
6
<PAGE>
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNER
The following table sets forth certain information as of the record date
with respect to the shares of Common Stock beneficially owned by all persons
known by the Company to be the owner of more than 5% of the Company's
outstanding Common Stock.
<TABLE>
<CAPTION>
Number of Common
Shares Beneficially Percentage of
Name and Address of Beneficial Owner Owned Outstanding Shares(1)
- ------------------------------------ ----------------------- -------------------------
<S> <C> <C>
Heartland Advisors, Inc. 898,500(2) 24.9%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202
</TABLE>
- -------------------------
(1) The percentage of outstanding shares of Common Stock shown in the table
above is calculated based upon 3,607,581 shares outstanding as of the close
of business on April 1, 1997.
(2) Shares are held of record in various investment advisory accounts of
Heartland Advisors, Inc. ("Heartland"), including 300,000 shares held by
Heartland Value Fund. Heartland has sole voting and investment power over
713,500 shares. Heartland has sole investment but no voting power over
185,000 shares.
SUBMISSION OF SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of
the Company, after notice to the Company, to present proposals for shareholder
action in the Company's Proxy Statement if such proposals are consistent with
applicable law, pertain to matters appropriate for shareholder action and are
not properly omitted by Company action in accordance with the proxy rules
published by the Securities and Exchange Commission. Proposals that
shareholders may wish to present at the next Annual Meeting of Shareholders in
1998 must be received by the Company prior to January 8, 1998 to be included in
the Proxy Statement and Proxy Card relating to that meeting.
OTHER PROPOSALS
The Board of Directors of the Company does not intend to present any
business at the meeting other than matters specifically set forth in this Proxy
Statement and knows of no other business to come before the meeting. If,
however, any other matters should properly come before the meeting, it is the
intention of the persons named in the Proxy Card to vote the shares represented
thereby in accordance with their best judgment upon such matters.
COSTS AND METHOD OF SOLICITATIONS
The Company will bear all expenses incurred in connection with the
solicitation of proxies for the Annual Meeting of Shareholders. Solicitations
of proxies will be made by preparing and mailing the Notice of Annual Meeting,
Proxy Card, Proxy Statement and Annual Report to shareholders of record as of
the close of business on April 1, 1997. The cost of making the solicitation
includes the cost of preparing and mailing the Notice of Annual Meeting, Proxy
Card, Proxy Statement and Annual Report. In certain instances, officers of the
Company may make special solicitations of proxies either in person or by
telephone. Expenses incurred in connection with special solicitations are
expected to be nominal.
It is important that your shares are represented and voted at the Annual
Meeting of Shareholders, whether or not you plan to attend. Accordingly, we
respectfully request that you sign, date and mail your Proxy in the enclosed
envelope as promptly as possible. Thank you.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dermot F. Rowland
Date: April 18, 1997 Dermot F. Rowland,
SECRETARY
7
<PAGE>
TIMBER LODGE STEAKHOUSE, INC. PROXY
4021 VERNON AVENUE SOUTH
ST. LOUIS PARK, MINNESOTA 55416
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dermot F. Rowland and Peter S. Bedzyk, and
each of them, with full power of substitution, proxies to represent and vote, as
designated below, all of the shares of the Common Stock of Timber Lodge
Steakhouse, Inc., registered in the name of the undersigned at the close of
business on April 1, 1997, with the powers the undersigned would possess if
personally present at the Annual Meeting of the Shareholders to be held at
Timber Lodge Steakhouse, 5500 Excelsior Boulevard, St. Louis Park, Minnesota, at
10:00 a.m. on May 21, 1997, and at any adjournment thereof, hereby revoking any
proxy or proxies previously given.
1. Proposal to set the number of directors at four:
/ / FOR / / AGAINST / / ABSTAIN
2. ELECTION OF FOR all nominees listed below / / WITHHOLD AUTHORITY / /
DIRECTORS: (EXCEPT AS MARKED TO THE CONTRARY TO VOTE FOR ALL NOMINEES
BELOW) LISTED BELOW
(To WITHHOLD authority to vote for any individual nominee mark the space
next to the nominee's name below)
/ / Dermot F. Rowland / / Laurence F. LeJeune / / John P.
Uphoff / / Peter S. Bedzyk
3. Proposal to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the appointed proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournment.
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.
Dated ___________________________, 1997
_______________________________________
(Signature)
_______________________________________
(Second signature)
PLEASE DATE AND SIGN ABOVE exactly as
your name appears at left, indicating
where appropriate, official position or
representative capacity.
