<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
-------------------
[X] Filed by the Registrant
[ ] 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 (S)240.14a-11(c) or (S)240.14a-12
-------------------
BRAZIL FAST FOOD CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) filing Proxy Statement, if other than the Registrant)
-------------------
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
____________________________________________________________________
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:
____________________________________________________________________
-------------------
Copies of all communications to:
IRA I. ROXLAND, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
================================================================================
<PAGE>
[LOGO]
BRAZIL FAST FOOD CORP.
Av. Brasil, 6431--Bonsucesso
CEP 21040-360
Rio de Janeiro, Brazil
----------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 22, 2000
----------------
Dear Shareholders,
On Monday, May 22, 2000, Brazil Fast Food Corp. will hold its annual meeting
of stockholders at Club Mediterranee, Estrada Rio-Santos, Km 445.5,
Mangaratiba, Rio de Janeiro, Brazil. The meeting will begin at 3:00 p.m.
Only shareholders that own shares of our common stock at the close of
business on April 14, 2000 can vote at this meeting. At the meeting we will
. elect six directors for the ensuing year.
. attend to any other business properly brought before the Meeting.
Your board of directors recommends that you vote in favor of each of the
director-nominees identified in this proxy statement.
Carlos Henrique da Silva Rego
Secretary
Rio de Janeiro, Brazil
April 17, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY, WHICH IS SOLICITED BY YOUR BOARD OF DIRECTORS, AND PROMPTLY
RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE THE MEETING BY GIVING WRITTEN NOTICE TO
SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY, OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
<PAGE>
BRAZIL FAST FOOD CORP.
Av. Brasil, 6431--Bonsucesso
CEP 21040-360
Rio de Janeiro, Brazil
----------------
PROXY STATEMENT
----------------
INTRODUCTION
Unless otherwise specified, all references in this proxy statement to "R$,"
is to Brazilian reais, the currency of Brazil, and to "$," is to United States
dollars. On April 12, 2000, one real equaled $0.57 U.S. dollars.
QUESTIONS AND ANSWERS
Q: Who is soliciting my vote?
A: This proxy solicitation is being made and paid for by Brazil Fast Food
Corp. Proxies are being solicited by mail, and all expenses of preparing and
soliciting such proxies will be paid by us. We have also arranged for
reimbursement, at the rate suggested by The Nasdaq Stock Market, Inc., of
brokerage houses, nominees, custodians, and fiduciaries for the forwarding of
proxy materials to the beneficial owners of shares held of record.
Q: When was this proxy statement mailed to shareholders?
A: This proxy statement was first mailed to shareholders on or about April 19,
2000.
Q: Who may attend the meeting?
A: All persons who held our shares on April 14, 2000 can attend. If your
shares are held through a broker and you'd like to attend, please bring a copy
of your brokerage account statement or an omnibus proxy (which can be obtained
from your broker), and you will be permitted to attend the meeting.
Q: On what issues am I voting?
A: The election of six nominees to serve on our board of directors for the
ensuing year.
Q: How does the board recommend I cast my vote?
A: The board recommends a vote FOR each of the nominees.
Q: What if unanticipated business arises at the meeting?
A: In the event that any other matter should come before the meeting, or any
nominee should not be available for election, the persons named as proxy will
have authority to vote your proxies, unless marked to the contrary, in their
discretion, as they deem advisable.
Q: How do I vote?
A: Sign and date your proxy card and return it in the prepaid envelope. If you
return your signed proxy card but do not mark the boxes showing how you wish
to vote, your shares will be voted FOR the election of the nominees.
1
<PAGE>
Q: What if my shares are held through a bank or broker?
A: Shareholders who hold their shares through a bank or broker can also vote
via the Internet, if this option is offered by the bank or broker.
Q: May I revoke my proxy?
A: Any shareholder may revoke his or her proxy, whether (s)he votes by mail or
the Internet, at any time before the meeting, by written notice received by us
at our address as set forth above, attn: corporate secretary, by delivery of a
subsequently dated proxy, or by attending the meeting and voting in person.
Q: Who will count the votes?
A: Representatives of our transfer agent, American Stock Transfer & Trust
Company, will count the votes.
Q: Is my vote confidential?
A: Proxy cards, ballots, and voting tabulations that identify individual
shareholders are mailed or returned directly to the transfer agent and are
handled in a manner that protects your voting privacy. Your vote will not be
disclosed except as needed to permit the transfer agent to tabulate and
certify the vote, and as required by law. Additionally, all comments written
on the proxy card or elsewhere will be forwarded to management.
Q: How many shares can vote?
A: Only persons who owned shares of our common stock as of April 14, 2000 can
vote at the annual meeting. The total number of our shares outstanding as of
April 14, 2000 was 3,235,290. A list of persons entitled to vote at the
meeting will be available for inspection by any shareholder at our offices,
Av. Brasil, 6431--Bonsucesso, CEP 21040-360, Rio de Janeiro, Brazil, for a
period of ten days prior to the meeting and at the meeting itself.
Q: What is a quorum?
A: A "quorum" is a majority of our outstanding shares of common stock, that
may be present at the meeting or represented by proxy. There must be a quorum
for the meeting to be held. A proposal must receive more than 50% of the
shares voting to be adopted. If you submit a properly executed proxy card,
even if you abstain from voting, then you will be considered part of the
quorum. An abstention has the same effect as a vote AGAINST a proposal. A
WITHHELD vote will be counted for quorum purposes. However, a WITHHELD vote is
not deemed present for purposes of determining whether shareholder approval
has been obtained. Broker non-votes (abstentions by brokers who have proxies
that do not have specific voting instructions from their beneficial owners of
the shares they hold) will still be counted as part of the quorum. However,
the broker nonvotes will not be counted for purposes of determining whether a
proposal has been approved.
Q: How will voting on any other business be conducted?
A: We do not now know of any other business to be considered at the meeting
other than the proposal described in this proxy statement. If any other
business is presented at the meeting, your signed proxy card gives authority
to Omar Carneiro da Cunha, our chairman, and Peter J.F. van Voorst Vader, our
chief executive officer, to vote on such matters in their discretion.
Q: Who are our largest shareholders?
A: As of April 14, 2000, AIG Latin America Equity Partners, Inc. owned 375,000
shares of our common stock, representing approximately 11.59% of our
outstanding shares. Jose Ricardo Bosquet Bomeny, one of our directors, also
owned 375,000 shares of our common stock.
2
<PAGE>
Q: When are shareholder proposals for the 2001 annual meeting due?
A: All shareholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing to Carlos Henrique da Silva Rego,
our secretary, at our address shown above, prior to January 30, 2001.
Q: Can a shareholder nominate someone to be a director?
A: As a shareholder, you may recommend any person for a directorship by
writing to our Chairman, Omar Carneiro da Cunha, at our address show above.
Recommendations must be received prior to January 30, 2001 for the 2001 annual
meeting. Recommendations must be accompanied by the name, residence and
business addresses of the nominating shareholder, who must also represent that
he or she is a record holder of our common stock or that he or she holds such
through a broker and the number of shares held. The recommendations must also
include a representation that the nominating shareholder intends to appear in
person or by proxy at the meeting to nominate the individual(s) if the
nominations are to be made at a shareholder meeting. The recommendation must
include the information regarding each nominee that is required to be included
in a proxy statement (e.g. name, age, experience, education, etc.). The
nominating shareholder must also describe any arrangement or understanding
between or among such shareholder and each nominee for his or her nomination
or election. Finally, the recommendation must include the written consent of
each nominee to serve as a director if elected.
NOMINEES FOR ELECTION AS DIRECTORS
There are currently six members of our Board of Directors, all of whom are
up for re-election this year. Nominees, if elected, will serve for an
additional term of one year or until their respective successors are elected
and qualified.
The following table sets forth each nominee's
. position and offices presently held
. age
. tenure as a director
<TABLE>
<CAPTION>
Position and offices Director
Age presently held since
Name --- ---------------------------------- --------
<S> <C> <C> <C>
Omar Carneiro da Cunha................ 53 Chairman of the Board 1996
Peter J.F. van Voorst Vader........... 46 President, Chief Executive Officer 1996
and Director
Ian S. Barnett........................ 45 Director 1996
Lawrence Burstein..................... 57 Director 1996
Jose Ricardo Bosquet Bomeny........... 58 Director 1996
John Michael Streithorst.............. 30 Director 2000
</TABLE>
Omar Carneiro da Cunha is a founding principal of Bond Consultoria
Empresarial S/C Ltda., a Brazilian business consultancy. He served as Chief
Executive Officer of AT&T Brazil from September 1995 to December 1997. From
1967 until 1994, Mr. Carneiro da Cunha held a variety of positions with Shell
Brasil S.A. and its affiliates including serving as President of Shell Brasil
S.A. from 1992 until 1994. Mr. Carneiro da Cunha received a B.A. in Economics
from the University of Political and Economical Sciences of Rio de Janeiro and
a degree in Finance Administration from Fundacao Getulio Vargas.
Peter J. F. van Voorst Vader has been our chief executive officer since
March 1996. Prior to that date and from 1995, he was an independent business
consultant. From 1992 until 1995, Mr. van Voorst Vader was a retail
3
<PAGE>
sales manager for Shell Nederland Verkoopmaatschapppij B.V., overseeing the
operations of 800 gas stations. From 1985 until 1992, Mr. van Voorst Vader
held several positions with Shell Brazil including sales promotion manager,
marketing communications manager and retail development manager. From 1983
until 1985, he was employed by Shell International Petroleum Company as a
regional brand and communications assistant for Africa, the Middle East, the
Far East and South America. From 1980 to 1983, Mr. van Voorst Vader was a
Commercial Assistant for Shell Italia. Mr. van Voorst Vader received a B.S. in
Hotel Management from both the Hogere Hotel School in The Hague, Holland and
Florida International University. Mr. van Voorst Vader also has a Masters
Degree in International Business from Florida International University.
Ian S. Barnett is a founder of Heptagon Investments Limited and has been a
director of such concern since February 1992. Between January 1991 and
February 1992, Mr. Barnett was a private investor. From September 1986 to
January 1991, Mr. Barnett was employed by UTBS Ltd., which was then known as
UTBS (Securities) Ltd., the investment banking entity of Union Bank of
Switzerland in London, where he developed corporate finance activity in the
Nordic countries. From June 1979 until August 1985, Mr. Barnett was with the
Toronto-Dominion Bank, where he held a number of positions in the Bank's Latin
American Division, including business development throughout Latin America.
Mr. Barnett is a graduate of Queen's University, Canada, and received an MBA
from INSEAD, Fontainebleau, France.
Lawrence Burstein is, and since March 1996 has been, president, a director,
and the principal shareholder of Unity Venture Capital Associates Ltd., a
private investment banking firm. Mr. Burstein, who was also our president from
our inception until March 1996, is a director of five other public companies:
. T.H.Q., Inc., which develops and markets video games for Sony, Nintendo
and Sega;
. CAS Medical Systems, Inc., which manufactures and markets blood pressure
monitors and other disposable products principally for the neonatal
market;
. MNI Group, Inc., which principally manufactures and distributes
nutritional supplements;
. I.D. Systems, Inc., which designs, develops and produces a wireless
monitoring and tracking system which uses radio frequency technology;
. Quintel Communications, Inc., which is a direct marketing company that
develops and operates Internet-based marketing companies.
Mr. Burstein received an L.L.B. from Columbia Law School.
Jose Ricardo Bosquet Bomeny founded BigBurger Ltda. in 1975 and was its
president until we acquired this company in July 1996. He currently owns
another fast food business, which is not competitive with our business, as
well as six gas stations and two parking lots.
John Michael Streithorst was a founding member of Icatu Equity Partners. He
previously served as manager of Banco Icatu's valuation team in the corporate
finance department. Prior to joining IEP, Mr. Streithorst advised YPF in its
acquisition of Refinaria Manguinhos in Brazil. He has advised a wide range of
clients in numerous other mergers and acquisitions and corporate finance
transactions. After graduating from Unicamp with a degree in computer science
and prior to joining Icatu, Mr. Streithorst was co-head of equity research at
Banco Pactual.
Under the terms of a stockholders' agreement dated as of August 11, 1997
among AIG Latin America Equity Partners, Ltd. and all of our current executive
officers and directors and certain of their affiliates, each of these persons
have agreed to vote their respective shares of our common stock to elect as
directors, respectively, two designees of Shampi Investments A.E.C. (Messrs.
Carneiro da Cunha and van Voorst Vader), two designees of Mr. Burstein and
certain other former executive officers and directors of the Company (Messrs.
Barnett and Burstein), one designee of BigBurger Ltda. (Mr. Bomeny) and one
designee of AIGLAEP (Mr. Streithorst). Under certain circumstances, AIGLAEP
may designate additional directors.
4
<PAGE>
Identification of Executive Officers
(excludes executive officers who are also directors)
<TABLE>
<CAPTION>
Name Age Position Biography
---- --- ------------------ ------------------------------------
<C> <C> <C> <S>
Carlos Henrique da
Silva Rego....... 37 Vice President-- Our chief financial officer since
Finance, Chief February 1998. Prior to this date
Financial Officer, and from 1994, he was financial
and Secretary controller of Castrol Brasil Ltda.,a
subsidiary of Burhma Castrol Plc.
Mr. Rego previously held a variety
of positions with Pepsico Inc.,
including finance manager for Latin
America. Mr. Rego holds a B.A. in
Accounting and an MBA from the
Universidade Federal do Rio de
Janeiro.
</TABLE>
Our executive officers are elected annually by our board to hold office
until the first meeting of our board following the next annual meeting of
stockholders and until their successors are chosen and qualified.
Information Concerning our Board
Our board held 4 meetings during the year ended December 31, 1999. All then
incumbent directors attended all of these meetings.
Our board's compensation committee is charged with reviewing and
recommending to our board compensation programs for our executive officers and
key employees. The compensation committee, which is currently composed of
Messrs. Carneiro da Cunha, van Voorst Vader and Burstein, held four meetings
during the year ended December 31, 1999, with all of its members in
attendance.
Our board's audit committee is charged with the review the activities of our
independent auditors, including, but not limited to, fees, services and scope
of audit. The audit committee is presently composed of Messrs. Burstein,
Carneiro da Cunha and van Voorst Vader, the latter serving in an ex officio,
non-voting capacity. The audit committee held four meetings during the year
ended December 31, 1999, with all of its members in attendance.
Directors' Compensation
Our directors receive no cash compensation for attending board meetings
other than reimbursement of reasonable expenses incurred in attending such
meetings. Rather, we compensate our directors on an annual basis for their
services through grants of options to acquire shares of our common stock,
exercisable at the prevailing market price of the our common stock on the
respective grant dates, with the next such grants scheduled to be made on the
date of the meeting.
5
<PAGE>
EXECUTIVE COMPENSATION
Set forth below is the aggregate compensation that we paid our chief
executive officer and our only other executive officer for services rendered
by each of them to us during the years ended December 31, 1999, 1998 and 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------------------
Annual Compensation Awards Payouts
----------------------- -------------------- ---------
Other
Annual Restricted Long Term All Other
Name and Principal Fiscal Compen- Stock Number of Incentive Compen-
Position Year Salary Bonus sation Awards Options Payouts sation
------------------ ------ -------- ------ ------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Peter J.F. van Voorst Vader... 1999 $ 84,360 -- -- -- 48,125 -- --
Chief Executive Officer 1998 $116,000 -- -- -- 4,375 -- --
1997 $120,000 -- -- -- 4,375 -- --
Carlos Henrique Rego ......... 1999 $ 88,920 $3,420 -- -- 10,000 -- --
Vice President--Finance 1998 $116,000 -- -- -- 1,250 -- --
</TABLE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Percent of Total
Number of Shares Options Granted to Exercise or Grant Date
Underlying Employees in Base Price Expiration Present
Name Options Granted Fiscal Year ($/$H) Date Value(1)
---- ---------------- ------------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Peter J.F. van Voorst Vader...... 37,500 $2.88 2/01/06 $96,375
4,375 $2.75 6/24/04 $10,719
6,250 66.5% $2.75 6/24/04 $15.313
Carlos Henrique Rego............. 7,500 $2.88 2/1/06 $19,275
2,500 13.8% $2.75 6/24/04 $ 6,125
</TABLE>
- --------
(1) Present value is estimated on the date of grant using the Black Scholes
option pricing model with the following weighted average assumptions used
for grants in 1999; risk free interest rate of 4.65%; no expected dividend
yield; expected lives of 5 years; and expected stock price volatility of
138%.
Set forth below is further information with respect to unexercised options
held by our executive officers to purchase our common stock:
Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of Unexercised
Securities Underlying
Number of Options at Value of Unexercised
Shares December 31, 1999 In-the-Money Options
Acquired on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter J.F. van Voorst
Vader.................. -- $-- 60,000 37,500 $-- $--
Carlos Henrique Rego.... -- $-- 1,250 10,000 $-- $--
</TABLE>
Employment Agreements
Mr. van Voorst Vader is party to an employment agreement with us that is
scheduled to expire in February 2002. The agreement calls for him to serve as
our chief executive officer at a current salary of R$148,600 per annum, with
provision for annual bonuses based upon future results of operations, in such
amounts, if any, as may be determined from time to time at the discretion of
our board.
Mr. Rego is party to an employment agreement with us, which is scheduled to
expire on February 1, 2002, which calls for him to serve as our vice-
president-finance and chief financial officer at a current salary of
6
<PAGE>
R$156,000 per annum. This employment agreement contains a discretionary bonus
provision substantially identical to those contained in Mr. van Voorst Vader's
employment agreement.
Change of Control Arrangements
Our employment arrangements with our two executive officers provide that if
we terminate the employment of either of them, other than for cause, following
a change of control, or any such person voluntarily terminates such employment
within 180 days subsequent to a change of control, we shall have to pay to
such person an amount of money equal to 2.9 times his base amount (a term
defined in the Internal Revenue Code, which essentially is such person's
annualized compensation).
Further, all options, warrants and other rights to acquire our securities we
previously granted and outstanding to any such persons upon a change of
control shall fully vest and become immediately exercisable.
Change of control is defined as either
. the acquisition by a person or group of persons acting in concert of 20%
or more beneficial ownership of our common stock, or
. the commencement or announcement of an intention to make a tender or
exchange offer for 30% or more beneficial ownership of our common stock,
or
. the acquisition by a person or group of persons acting in concert of 10%
or more beneficial ownership of our common stock, when such person's
ownership interest is deemed by our Board to have a material adverse
impact on our business or prospects.
The stockholders' agreement discussed in the section entitled "Nominees for
Election as Directors", among other matters, affords AIGLAEP and certain of
its transferees the right to designate one member of our board. AIGLAEP also
is afforded the right to nominate additional directors which, under certain
circumstances, may enable AIGLAEP to designate directors constituting a
majority of our board, such as through an expansion of our board and the
filling of vacancies created by the resignation of certain directors serving
at such time, if we do not attain certain operating goals. The stockholders'
agreement requires the other parties to the stockholders' agreement to take
any and all action, including voting their respective shares of common stock,
to cause the nominee(s) designated by AIGLAEP to be elected to our Board.
Report on Executive Compensation
We have a compensation committee charged with reviewing and recommending to
our board compensation programs for our executive officers.
Compensation Philosophy
We believe that executive compensation should
. provide motivation to achieve goals by tying executive compensation to
company performance, as well as affording recognition of individual
performance.
. provide compensation reasonably comparable to that offered by other
companies in a similar industry, and
. align the interests of executive officers with the long-term interests
of our stockholders through the award of equity purchase opportunities.
Our compensation plan is designed to encourage and balance the attainment of
short-term operational goals, as well as the implementation and realization of
long-term strategic initiatives. As greater responsibilities are assumed by an
executive officers, a larger portion of compensation is "at risk."
This philosophy is intended to apply to all management, including Peter J.F.
van Voorst Vader, our chief executive officer.
7
<PAGE>
Compensation Program
Our executive compensation program has two major components:
base salary and long-term equity incentives.
We seek to position total compensation at or near the median levels of other
companies in a similar industry in Brazil.
Individual performance reviews are generally conducted annually.
Compensation in 1999 was based on an individual's sustained performance and
the achievement of our revenue, income and earnings per share goals. We do not
assign specific weighing factors when measuring performance; rather,
subjective judgment and discretion is exercised in light of our overall
compensation philosophy.
Base salary is determined by evaluation of individual responsibility and
performance.
Our board believes that executive officers who are in a position to make a
substantial contribution to long-term success and to build stockholder value
should have a significant equity stake in our on-going success. Accordingly,
one of our principal motivation methods has been the award of stock options.
In addition to financial benefits to executive officers, if the price of our
common stock during the term of any such option increases beyond such options
exercise price, the program also creates an incentive for executive officers
to remain with us since options generally vest and become exercisable over
several years and the first increment is not exercisable until one year after
the date of grant.
Chief Executive Officer Compensation
Peter van Voorst Vader's compensation is determined substantially in
conformity with the compensation philosophy, discussed above, that is
applicable to all of our executive officers. Performance is measured against
pre-defined financial, operational and strategic objectives.
In establishing Mr. van Voorst Vader's base salary, our board took into
account both corporate and individual achievements.
Mr. van Voorst Vader's performance objectives included quantitative goals
related to increasing revenues and earnings per share. His goals also included
significant qualitative objectives such as evaluating acquisition
opportunities.
In measuring Mr. van Voorst Vader's performance against these goals, our
board took note of the fact that our system-wide gross sales for the year
ended December 31, 1999 reflected an increase of approximately 7.8% over 1998
and that our earnings before income taxes, depreciation, and amortization
improved to approximately R$1.1 million for the year ended December 31, 1999,
as contrasted with R$(2.2) million for the prior year. In addition, under Mr.
van Voorst Vader's leadership, we expanded our franchised locations from 80
units at the end of 1998 to 108 units at the end of 1999.
Tax Considerations
Section 162(m) of the Internal Revenue Code generally limits the
deductibility of compensation in excess of $1 million paid to the chief
executive officer and the four most highly compensated officers. Certain
performance-based compensation is excluded by Section 162(m)(4)(C) of the Code
in determining whether the $1 million cap applies. Currently, the total
compensation, including salary, bonuses and excludable stock options for any
of the named executives does not exceed this limit. If in the future this
regulation becomes applicable to us, our board will not necessarily limit
executive compensation to that which is deductible, but will consider
alternatives to preserving the deductibility of compensation payments and
benefits to the extent consistent with its overall compensation objectives and
philosophy.
Summary
Our board, through its compensation committee, will continue to review our
compensation programs to assure such programs are consistent with the
objective of increasing stockholder value.
8
<PAGE>
THE BOARD OF DIRECTORS
Omar Carneiro da Cunha, Chairman
Peter van Voorst Vader
Ian Barnett
Lawrence Burstein
Jose Ricardo Bosquet Bomeny
John Michael Streithorst
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 1999, Messrs. van Voorst Vader and Rego
participated in discussions concerning executive officer compensation. Each of
the named persons did not participate in discussions concerning his own
compensation.
All options, warrants and other rights to acquire our securities held by our
directors shall fully vest and become immediately exercisable following a
change of control.
Performance Graph
The following graph shows the cumulative total return to stockholders from
December 30, 1994, the date of our initial public offering of our equity
securities through December 31, 1999 with the cumulative total return of the
Standard and Poor's 500 Stock Index and the Standard and Poor's Restaurants
Index during the same period. This presentation assumes that $100 was invested
on December 30, 1994, and that all dividends were reinvested.
TOTAL RETURN TO STOCKHOLDERS
[LINE GRAPH]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Total Return Analysis
12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brazil Fast Food Corp. $ 100.00 $ 117.55 $ 81.77 $ 70.10 $ 16.06 $ 9.49
- --------------------------------------------------------------------------------------------------
S&P 500 $ 100.00 $ 137.53 $ 169.08 $ 225.48 $ 289.92 $ 350.92
- --------------------------------------------------------------------------------------------------
S&P Restaurants $ 100.00 $ 149.99 $ 148.20 $ 159.13 $ 249.37 $ 249.41
- --------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of April 14, 2000, based on
information obtained from the persons named below, with respect to the
beneficial ownership of our common stock held by
. each person known by us to be the owner of more than 5% of our
outstanding shares
. each director
. all executive officers and directors as a group
<TABLE>
<CAPTION>
Amount and
Nature of Approximate
Beneficial Percentage of
Name and Address of Beneficial Owner Ownership (1) Class
- ------------------------------------ ------------ -------------
<S> <C> <C>
AIG Latin America Equity Partners, Ltd.......... 450,125 13.87%
80 Pine Street
New York, NY 10016
Peter J.F. Van Voorst Vader .................... 189,863(2) 5.74%
Prudente de Moraes
1933/703
Ipanema 22420-043
Rio de Janeiro, Brazil
Ian S. Barnett.................................. 20,278 *
c/o Heptagon Securities Ltd.
Broughton House
6-8 Sackville Street
London W1X 1DD
United Kingdom
Lawrence Burstein .............................. 95,260(3) 2.91%
245 Fifth Avenue
New York, NY 10016
Omar Carneiro da Cunha ......................... 149,812(4) 4.60%
c/o Bond Consultoria
Empresarial S/C Ltda.
RU4 Voluntarios da Patria
89 Sala 604
Botatogo-RJ
Brazil 22210-00
Jose Ricardo Bosquet Bomeny..................... 392,500(4) 12.07%
c/o Big Burger Ltda.
Rua Lauro Muller
116/2005
Rio de Janeiro, Brazil
John Michael Streithorst........................ -0- (5) *
Av. Presidente Wilson
231-90
Rio de Janeiro, Brazil
All executive officers and directors
as a group (7 persons)......................... 1,304,088(2)(5) 38.05%
</TABLE>
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* Less than 1%
(1) Beneficial ownership means the sole or shared power to vote or direct the
voting of a security or the sole or shared power to invest or dispose or
direct the investment or disposition of a security. Except as otherwise
indicated, we believe that all named persons have sole voting power and
investment power with respect to their shares, except to the extent that
authority is shared by spouses under applicable law, and record and
beneficial ownership with respect to their shares. Also includes any
shares issuable upon exercise of options and warrants that are currently
exercisable or that will become exercisable within 60 days of April 14,
2000.
10
<PAGE>
(2) Includes 106,613 shares owned by Shampi Investments A.E.C., L.G. Smith
Boulevard, Punta Brabo, Oranjstad, Aruba of which Mr. van Voorst Vader is
the sole shareholder.
(3) Includes 8,604 shares owned by members of Mr. Burstein's family. Mr.
Burstein disclaims any voting or investment power over these shares. Also
includes 2,875 shares owned by Lawrence Burstein IRA, of which Mr.
Burstein is the beneficiary.
(4) Includes 3,125 shares owned by Bond Consultoria; also includes 121,687
shares owned by Seaview Ventures Group Inc., The Creque Building, P.O. Box
116, Road Town, Tortola, British Virgin Islands. Mr. Carneiro da Cunha,
together with his spouse, are the sole shareholders of Bond Consultoria.
(5) Excludes 450,125 shares owned by AIGLAEP. Mr. Streithorst, who disclaims
voting or investment power over all of these shares, serves as AIGLAEP's
designee upon our board of directors.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT
Section 16(a) of the 1934 Securities Exchange Act, requires our officers and
directors, and persons who own more than 10% of our common stock, to file
reports of ownership and changes in ownership with the SEC. Officers,
directors and greater than 10% stockholders are required by SEC rule to
furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received by us, or
written representations from certain reporting persons that no such forms were
required, we believe that during the year ended December 31, 1999, all filing
requirements applicable to officers, directors and greater than 10% beneficial
owners were complied with, except that Mr. Rego was not timely in filing his
initial report of ownership and each officer and director (other than Mr.
Streithorst) was not timely in filing a monthly report of one transaction,
respectively.
11
<PAGE>
BRAZIL FAST FOOD CORP.
Av. Brasil, 6431 - Bonsucesso
CEP 21040-360
Rio de Janeiro, Brazil
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Omar Carneiro da Cunha and Peter J.F. van
Voorst Vader, each with the power to appoint his substitute, and hereby
authorizes them, and each of them, to represent and vote, as designated on the
reverse side hereof, all the shares of common stock of Brazil Fast Food Corp.
(the "Company") held of record by the undersigned on April 14, 2000, at the
Annual Meeting of Stockholders of the Company to be held on May 22, 2000 or any
adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
(To Be Signed on Reverse Side)
<PAGE>
1. Election of directors:
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
such nominee's name from the list at right)
FOR all nominees WITHHOLD AUTHORITY NOMINEES:
Omar Carneiro da Cunha
listed at right to vote for all Peter J.F. van Voorst Vader
(except as marked nominees listed Ian Barnett
to the contrary at right Jose Ricardo Bosquet Bomeny
at right) Lawrence Burstein
John Michael Streithorst
[ ] [ ]
2. To transact such other business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
----------------------------------
Signature
Date: ____________________________
----------------------------------
Signature, if held jointly
NOTE: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by
an authorized person.
