<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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 Section240.14a-11(c) or
Section240.14a-12
AUSTINS STEAKS & SALOON, 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)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[LOGO]
AUSTINS STEAKS & SALOON, INC.
April 17, 1998
Dear Fellow Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of Austins Steaks & Saloon, Inc. to be held at Austins Steaks & Saloon, 12020
Anne Street, Omaha, Nebraska, on May 26, 1998, at 9:00 a.m. local time. The
Notice of Annual Meeting and Proxy Statement accompanying this letter describe
the business to be transacted at the meeting.
During the meeting, the Board of Directors will report to you on the
activities and progress of the Company during this year and will discuss plans
for the remaining part of the current year. We welcome this opportunity to talk
to you about our Company and we look forward to your comments and questions.
The Board of Directors appreciates and encourages stockholder participation
in the Company's affairs and we hope you can attend in person. Whether or not
you plan to attend the meeting, it is important that your shares be represented.
Therefore, please sign, date, and mail the enclosed proxy in the envelope
provided at your earliest convenience.
Sincerely,
[SIG]
Paul C. Schorr III
CHAIRMAN OF THE BOARD OF DIRECTORS
AND ACTING CHIEF EXECUTIVE OFFICER
<PAGE>
AUSTINS STEAKS & SALOON, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
Austins Steaks & Saloon, Inc., a Delaware corporation (the "Company"), will be
held on May 26, 1998, at 9:00 a.m. local time, at Austins Steaks & Saloon, 12020
Anne Street, Omaha, Nebraska, for the following purposes as more fully described
in the Proxy Statement accompanying this Notice:
1. To elect three Directors to the Board of Directors to serve for the
following year and until their successors are duly elected; and
2. To approve Amendment No. 1 to the 1994 Incentive and Non-Qualified Stock
Option Plan (the "Plan"), increasing the Plan's shares by 100,000 shares.
3. To approve Amendment No. 2 to the 1994 Incentive and Non-Qualified Stock
Option Plan (the "Plan") decreasing the grant price of non-qualified
stock options to not less than 50% of the fair market value.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record at the close of business on April 9, 1998, are
entitled to receive notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed Proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Stockholders attending the
meeting may vote in person even if they have returned a Proxy.
Sincerely,
[SIG]
Paul C. Schorr III
CHAIRMAN AND ACTING CHIEF
EXECUTIVE OFFICER
LINCOLN, NEBRASKA
APRIL 17, 1998
<PAGE>
AUSTINS STEAKS & SALOON, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of Austins Steaks & Saloon, Inc.,
a Delaware corporation (the "Company" or "Austins"), for use at its 1998 Annual
Meeting of Stockholders to be held on May 26, 1998, at 9:00 a.m. local time, or
at any adjournments or postponements thereof, for the purposes set forth in this
Proxy Statement and in the accompanying Notice of Annual Meeting of
Stockholders. The Annual Meeting will be held at Austins Steaks & Saloon, 12020
Anne Street, Omaha, Nebraska. The Company's principal executive offices are
located at 6940 "O" Street, Suite 334, Lincoln, Nebraska 68510. The Company's
telephone number is (402) 466-2333.
These proxy solicitation materials were mailed on or about April 17, 1998,
to all stockholders entitled to vote at the meeting.
RECORD DATE; OUTSTANDING SHARES
Stockholders of record at the close of business on April 9, 1998 (the
"Record Date"), are entitled to receive notice of and vote at the meeting. On
the Record Date, 2,331,052 shares of the Company's Common Stock, $0.01 par
value, were issued and outstanding. For information regarding holders of more
that 5% of the outstanding Common Stock, see "Election of Directors--Security
Ownership of Certain Owners and Management."
REVOCABILITY OF PROXIES
Proxies given pursuant to this solicitation may be revoked at any time
before they have been used. Revocation will occur by delivering a written notice
of revocation to the Company or by duly executing a proxy bearing a later date.
Revocation will also occur if the individual attends the meeting and votes in
person.
VOTING AND SOLICITATION
Every stockholder of record on the Record Date is entitled, for each share
held, to one vote on each proposal or item that comes before the meeting. In the
election of Directors, each stockholder will be entitled to vote for three
nominees and the nominees with the greatest number of votes will be elected.
The cost of this solicitation will be borne by the Company. The Company may
reimburse expenses incurred by brokerage firms and other persons representing
beneficial owners of shares in forwarding solicitation material to beneficial
owners. Proxies may be solicited by certain of the Company's Directors, Officers
and regular employees, without additional compensation, personally, by telephone
or by telegram.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "FOR," "AGAINST," or "WITHHELD FROM" a matter are
treated as being present at the meeting for purposes of establishing a quorum
and also treated as shares "represented and voting" at the Annual Meeting (the
"Votes Cast") with respect to such matter.
1
<PAGE>
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of the quorum for the transaction of business; and (ii) the total number of
Votes Cast with respect to a proposal. In the absence of controlling precedent
to the contrary, the Company intends to treat abstentions in this manner.
Accordingly, abstentions will have the same effect as a vote against a proposal.
Broker non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not be counted for
purposes of determining the number of Votes Cast with respect to a proposal.
Proxies which are properly signed and returned will be voted at the meeting.
Stockholders may specify their preference by marking the appropriate boxes on
the proxy and the proxy will then be voted in accordance with such
specifications. In the absence of such specifications, the proxy will be voted
for the three nominees for the Board of Directors, for both amendments to the
1994 Incentive and Non-Qualified Stock Option Plan, and in accordance with the
instructions of the Board of Directors as to any other matters.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals which are intended to be presented at the Company's
1999 Annual Meeting must be received by the Company no later than January 14,
1999, in order that they may be included in the proxy statement and form of
proxy for that meeting. Proposals must be in compliance with the requirements of
the Securities Exchange Act of 1934 and the rules and regulations thereunder.
PROPOSAL 1
ELECTION OF DIRECTORS
GENERAL
Three Directors are to be elected at the Annual Meeting. Unless otherwise
instructed, the proxy holders will vote all of the proxies received by them for
the Company's three nominees named below. In the event that any of the nominees
shall become unavailable, the proxy holders will vote in their discretion for a
substitute nominee. It is not expected that any nominee will be unavailable. The
term of office of each person elected as a Director will continue until the next
Annual Meeting of Stockholders and until his successor has been elected and
qualified.
VOTE REQUIRED
The three nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote shall be elected to the Board of Directors. Votes withheld from any
Director are counted for purposes of determining the presence or absence of a
quorum, but have no legal effect under Delaware law.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 1
AND THE NOMINEES LISTED BELOW.
2
<PAGE>
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
The names of the nominees, and certain information about them are set forth
below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE POSITION/PRINCIPAL OCCUPATION SINCE
- ------------------------------------------- --- ------------------------------------------- -----------
<S> <C> <C> <C>
Paul C. Schorr III (3)..................... 61 Chairman of the Board and Acting Chief 1994
Executive Officer since April, 1996;
President and Chief Executive Officer of
ComCor Holding, Inc.
B. Scott Ball (1)(2)....................... 61 Director of the Company; Chairman and Chief 1994
Executive Officer of Marque VI, Inc.
Roger D. Sack (1)(2)....................... 63 Director of the Company; Officer and 1995
Director of York Cold Storage Company
</TABLE>
- ------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
PAUL C. SCHORR III has served as Chairman of the Board of the Company since
June 20, 1995. He has been a Director of the Company since August 1, 1994. For
the past ten years, Mr. Schorr has served as the President and Chief Executive
Officer of ComCor Holding, Inc., a consulting firm. In addition, Mr. Schorr is a
Director of Lincoln Telecommunications, Inc. (a public company); Ameritas Life
Insurance Corp.; The Schorr Family Company, Inc. and National Research
Corporation, (a public company).
B. SCOTT BALL has served as a Director of the Company since September 16,
1994. For the past two years, Mr. Ball has served as the Chairman and Chief
Executive Officer of Marque VI, Inc., a consulting firm. Previously, Mr. Ball
was Chairman and Chief Executive Officer of Westlund's, Inc., a restaurant
supplier.
ROGER D. SACK has served as a Director of the Company since June 26, 1995.
For the past fifteen years, Mr. Sack has worked for York Cold Storage Company, a
refrigeration and storage company, most recently serving as Vice President and
Director. Mr. Sack performs strategic planning and financial services for York
Cold Storage Company. In addition, from 1980 until May 1995, Mr. Sack served as
an Executive Vice President and Director of York State Co., a bank holding
company.
SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Company's
Common Stock as of the Record Date (a) by each Director, (b) by all current
Directors and Executive Officers as a group, and (c) by all persons known to the
Company to be the beneficial owners of more than 5% of the Company's
3
<PAGE>
Common Stock. Unless otherwise indicated, the address for these individuals is
6940 "O" Street, Suite 334, Lincoln, Nebraska 68510.
<TABLE>
<CAPTION>
NO. OF PERCENT
NAME AND ADDRESS OF PERSON OR ENTITY SHARES OF CLASS
- --------------------------------------------------------------------------- ---------- ---------
<S> <C> <C>
The Schorr Family Company, Inc. (1)........................................ 820,831 35.21
Paul C. Schorr III (1)..................................................... 820,831 35.21
B. Scott Ball.............................................................. 5,000 *
Roger D. Sack.............................................................. 720,421 30.91
All Directors and Officers as a group (5 persons).......................... 1,546,252 66.33
</TABLE>
- ------------------------
* Represents less than 1% of the outstanding Common Stock of the Company.
(1) Mr. Schorr is a Director and the President and Chief Executive Officer of
The Schorr Family Company, Inc. and therefore indirectly owns, through The
Schorr Family Company, Inc. the 820,831 shares or 35.21%.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company did not formally meet during 1997. The
Board acted on several matters in the form of consent minutes. The Board of
Directors has an Audit Committee and a Compensation Committee. The Board does
not have a nominating committee or any committee performing similar functions.
The Audit Committee, which consisted of Directors Roger D. Sack and B. Scott
Ball in 1997, is charged with reviewing the Company's annual audit and meeting
with the Company's independent accountants to review the Company's internal
controls and financial management practices. The committee acted by consent in
1997.
The Compensation Committee, which consisted of Directors B. Scott Ball and
Roger D. Sack in 1997, recommends to the Board the compensation for the
Company's key employees. The committee acted by consent in 1997.
BOARD COMPENSATION
On July 17, 1996, the Board of Directors adopted an Outside Directors Stock
Option Plan pursuant to which all non-employee directors receive annually an
automatic option grant of 1,000 shares exercisable at fair market value on the
date of grant, for serving on the Board. The Outside Directors Stock Option Plan
was approved by stockholders in 1996. No Directors' fees were paid in 1997.
Employee Directors do not receive compensation for their service on the Board.
[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]
4
<PAGE>
LIST OF CURRENT OFFICERS OF THE COMPANY
The following is a list of the names and ages of the current officers of the
Company, their business history for the last five years and their term of office
with the Company.
<TABLE>
<CAPTION>
OFFICER
NAME AGE POSITION AND PRINCIPAL OCCUPATION SINCE 1991 SINCE
- --------------------------------- ----------- ------------------------------------------------------ -----------
<S> <C> <C> <C>
Paul C. Schorr III............... 61 Chairman of the Board and Acting Chief Executive 1996
Officer since April, 1996; President and Chief
Executive Officer of ComCor Holding, Inc. since 1987.
Trisha N. Gade-Jones............. 27 Chief Financial Officer and Principal Accounting 1996
Officer since May 1996; started with the Company in
February of 1996 as controller. From December, 1992
until January, 1996, employed as a business assurance
auditor for a Big Six public accounting firm,
specializing in the insurance and retail industries.
Timothy N. Griggs................ 36 Vice-President, Secretary and Treasurer since May, 1996
1996; started with the Company in April of 1995 at
the Columbia, Missouri location as a General Manager;
in June, 1995, Mr. Griggs served as a general manager
for a national chain from November 1993 to April 1995
and as a regional director for a national Mexican
restaurant chain from June 1990 to November 1993.
</TABLE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. A table is not included as no executive officer
of the Company was paid more than $100,000 during 1997. Paul C. Schorr III has
been serving as Chief Executive Officer since April 1 of 1996. Mr. Schorr is
serving in this capacity on an uncompensated basis.
The following table sets forth information with respect to unexercised
options and SARs, if any, during fiscal year 1997. No stock options were
exercised in 1997.
5
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR END FISCAL 1997 YEAR END
(#) ($)
SHARES ---------------------- ----------------------
ACQUIRED ON VALUE EXERCISABLE ("EX") EXERCISABLE ("EX")
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE ("UN") UNEXERCISABLE ("UN")
(A) (B) (C) (D) (E)
- -------------------------------------- ----------------- ----------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Trisha N. Gade-Jones.................. 0 0 40,000 ("Ex") ($ 15,000) ("Ex")
0 0 40,000 ("Ex")(1) ($ 0 ) ("Ex")(1)
Timothy N. Griggs..................... 0 0 40,000 ("Ex") ($ 15,000) ("Ex')
0 0 40,000 ("Ex")(1) ($ 0 ) ("Ex")(1)
</TABLE>
- ------------------------
(1) Ms. Jones and Mr. Griggs each hold an option to purchase 40,000 shares that
was granted on June 14, 1996, at the exercise price of $1.1875. The Board of
Directors has voted to decrease the exercise price of each of these two
options to $.50 subject to approval by the stockholders of Amendment No. 2
to the 1994 Incentive and Non-Qualified Stock Option Plan (set forth herein
in Proposal 3), which amendment would allow non-qualified stock options to
be granted at not less than 50% of the fair market value on date of grant.
The Board of Directors repriced the above-referenced stock options in an
effort to provide greater incentive to Ms. Jones and Mr. Griggs to increase
shareholder value. If Amendment No. 2 in Proposal 3 is approved by the
stockholders, the value of the exercisable stock options would be $15,000.
OPTION/SAR GRANTS IN FISCAL 1997
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
(A) (B) (C) (D) (E)
- ------------------------------------------------------------ ------------- ----------------- ------------- -----------
<S> <C> <C> <C> <C>
Trisha N. Gade-Jones........................................ 40,000 46% .50 08-01-07
Timothy N. Griggs........................................... 40,000 46% .50 08-01-07
</TABLE>
PROPOSAL 2
AMENDMENT NO. 1
TO 1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
On or about September 15, 1997 the Board of Directors of the Company adopted
an amendment ("Amendment No. 1") to the 1994 Incentive and Non-Qualified Stock
Option Plan (the "Plan") to increase the number of shares of common stock
issuable pursuant to the Plan from 125,000 shares to 225,000 shares, or an
increase of 100,000 shares. Since 1994 when the Plan was implemented, 112,000
options have been granted to provide long term incentive to key employees. Since
the number of shares available for grant under the Plan is nearly depleted, the
Board of Directors deems it to be in the best interest of the Company to
increase the amount of shares available by 100,000 shares.
6
<PAGE>
In August of 1997 the Board of Directors granted 80,000 options to key
employees and in January of 1998 the Board of Directors granted 5,000 options to
key employees. These grants were made subject to the approval by stockholders of
this Amendment No. 1 to the Plan at the 1998 Annual Meeting.
If this proposed Amendment No. 1 is adopted, the following section of the
Plan would be amended to read as follows:
4. STOCK RESERVED FOR THE PLAN.
The first sentence of paragraph Four of the Plan is hereby amended in its
entirety to read as follows:
"Subject to adjustment as provided in Section 7 hereof, a total of Two
Hundred Twenty-Five Thousand (225,000) shares of Common Stock, $0.01 par value
("Stock") of the Company shall be subject to the Plan."
This Amendment No. 1 to the Plan is effective for all purposes upon being
approved by the affirmative vote of the holders of a majority of the Common
Stock of the Company entitled to vote at the 1998 Annual Meeting of Stockholders
of the Company or at any adjournment thereof.
No other provisions of the Plan will be changed or altered by this Amendment
No. 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL 2 TO
AMEND THE PLAN.
PROPOSAL 3
AMENDMENT NO. 2
TO 1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
On or about September 15, 1997 the Board of Directors of the Company adopted
an amendment ("Amendment No. 2") to the 1994 Incentive and Non-Qualified Stock
Option Plan (the "Plan") to decrease the grant price of non-qualified stock
options from not less than 85% of fair market value on date of grant to not less
than 50% of fair market value on date of grant. The Board of Directors decreased
the grant price in an effort to provide an even greater incentive to key
employees to stay with or join the Company. The Board of Directors provided in
its minutes that the Board could retroactively apply the new pricing for
non-qualified stock options if stockholder approval was obtained to an amendment
to the Plan.
In August of 1997, the Board of Directors granted 80,000 options to key
employees at a grant price of less than 85% of fair market value on date of
grant. These grants were made subject to approval by stockholders of this
Amendment No. 2 to the Plan at the 1998 Annual Meeting.
If this proposed Amendment No. 2 is adopted, the following section of the
Plan would be amended to read as follows:
5. TERMS AND CONDITIONS OF OPTIONS.
The first sentence of paragraph Five (a) designated OPTION PRICE of the Plan
is hereby amended as follows:
"(a) OPTION PRICE. The purchase price of each share of Stock purchasable
under an Option shall be determined by the Committee at the time of grant but
shall not be less than 100% of the fair market value of such share of Stock on
the date the Option is granted in the case of an Incentive Option and not less
than 50% of the fair market value of such share of Stock on the date the Option
is granted in the case of a Non-Incentive Option; PROVIDED, HOWEVER, that with
respect to an Incentive Option, in the case of an Optionee who, at the time such
Option is granted, owns (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or of any subsidiary, then the purchase price per share of Stock shall
be at least 110% of the Fair Market Value (as defined below) per share or Stock
at the time of grant."
7
<PAGE>
This Amendment No. 2 to the Plan is effective for all purposes upon being
approved by the affirmative vote of the holders of a majority of the Common
Stock of the Company entitled to vote at the 1998 Annual Meeting of Stockholders
of the Company or at any adjournment thereof. No other provisions of the Plan
will be changed or altered by this Amendment No. 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL 3 TO
AMEND THE PLAN.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Officers and Directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5
with the Securities and Exchange Commission (the "SEC"). Such Officers,
Directors and 10% stockholders are also required by SEC rules to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it, the Company believes that,
during the fiscal year ended December 31, 1997, Messrs. Sack and Ball each
failed to timely file a Form 4.
INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand, L.L.P., certified public accountants, are the independent
public accountants for the Company.
Representatives of Coopers & Lybrand, L.L.P., are expected to be present at
the stockholders' meeting and will be given the opportunity to make any
statement they might desire and will also be available to respond to appropriate
questions from stockholders. The Company has selected Coopers & Lybrand, L.L.P.
as its independent public accountants for fiscal 1998.
RELATED PARTY TRANSACTIONS
The Company borrowed $269,928 from The Schorr Family Company, Inc., due
December 31, 1999 with an interest rate equal to the First National Bank of
Omaha base rate. The Company makes monthly interest payments on this note.
The Company obtained a line of credit from US Bank, N.A. on January 27, 1997
in the amount of $395,000. The line of credit is guaranteed by Paul C. Schorr
III and is collateralized by certain excess real estate owned by the Company and
held for sale. The Company currently has $395,000 borrowed under the line of
credit. The line of credit becomes due on January 27, 1999. The Company makes
monthly interest payments on this line of credit.
On November 3, 1997, the Company entered into another line of credit with US
Bank, N.A. in the amount of $210,000 at a variable interest rate. The Company
currently has $150,000 borrowed under this line of credit. This line of credit
is also guaranteed by Paul C. Schorr and becomes due on January 3, 1999. The
Company makes monthly interest payments on this line of credit.
The Company further has borrowed $176,006 under an agreement with First
National Bank of Omaha, at a variable interest rate. The Company is paying
$5,000 per month in principal plus interest. This agreement is guaranteed by
Paul C. Schorr and matures on January 31, 1999.
The Board of Directors has a policy that all transactions with its Officers,
Directors, employees and affiliates of the Company will be approved by a
majority of disinterested Directors of the Company or a special committee of the
Board of Directors consisting of disinterested persons, and will be on terms no
less favorable to the Company than such Directors or committee believe would be
available from unrelated third parties.
8
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
Lincoln, Nebraska
April 17, 1998
9
<PAGE>
AUSTINS STEAKS & SALOON, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 26, 1998
The undersigned hereby constitutes and appoints Paul C. Schorr III and Roger
D. Sack, or either of them, with full power to act alone, or any substitute
appointed by either of them as the undersigned's agents, attorneys and proxies
to vote the number of shares the undersigned would be entitled to vote if
personally present at the Annual Meeting of the Stockholders of Austins Steaks &
Saloon, Inc. to be held at Austins Steaks & Saloon, 12020 Anne Street, Omaha,
Nebraska, on the 26th day of May, 1998, at 9:00 a.m. or any adjournments
thereof, as indicated hereon.
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please mark
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF your votes as /X/
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE indicated in
ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR BOTH AMENDMENTS this example
TO THE 1994 STOCK OPTION PLAN AND WITH DISCRETIONARY
AUTHORITY ON ALL OTHER MATTERS.
1. Election of Directors
FOR the three nominees WITHHOLD AUTHORITY Paul C. Schorr III, B.
(except as marked to the to vote for three nominees Scott Ball, and Roger
contrary to the right) listed to the right. D. Sack
/ / / / (INSTRUCTION: To
withhold authority to
vote for any
individual nominee,
write that nominee's
name on the space
provided below.)
----------------------
Approval of Amendment No. 1 to 1994 Incentive and Non-Qualified Stock Option
2. Plan.
/ / FOR / / AGAINST / / ABSTAIN
Approval of Amendment No. 2 to 1994 Incentive and Non-Qualified Stock Option
3. Plan.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Dated:
----------------------------------------- ,
1998
-----------------------------------------
Signature of Stockholder
-----------------------------------------
Signature of Stockholder
Please sign exactly as your name appears
at the left. When signing as attorney,
executor, administrator, trustee,
guardian or conservator, five full title.
All joint trustees must sign.
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
