<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 Section 240.14a-11(c) or
Section 240.14a-12
AUSTINS STEAKS & SALOON, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
AUSTINS STEAKS & SALOON, INC.
June 5, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of Austins Steaks & Saloon, Inc. (the "Company") to be held at
the Sheraton Airport Plaza Hotel, 3315 I-85 and Billy Graham Parkway,
Charlotte, North Carolina 28208 on Wednesday, June 28, 2000 at 10:00 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, Management will report to you on the activities
and progress of the Company during this year including the business
combination between the Company and The WesterN SizzliN Corporation.
Management will also discuss plans for the remainder 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,
Victor F. Foti
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
AUSTINS STEAKS & SALOON, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 5, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders
of Austins Steaks & Saloon, Inc., a Delaware corporation (the "Company"),
will be held on Wednesday, June 28, 2000, at 10:00 a.m. local time, at the
Sheraton Airport Plaza Hotel, 3315 I-85 and Billy Graham Parkway, Charlotte,
North Carolina 28208, for the following purposes as more fully described in
the Proxy Statement accompanying this Notice:
1. To elect eleven Directors to the Board of Directors to serve
for the following year and until their successors are duly
elected; and
2. 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 May 19,
2000, 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,
Victor F. Foti
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Roanoke, Virginia
June 5, 2000
<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 2000 Annual Meeting of Stockholders to be held on June 28, 2000, at 10:00
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 the
Sheraton Airport Plaza Hotel, 3315 I-85 and Billy Graham Parkway, Charlotte,
North Carolina 28208. The Company's principal executive offices are located
at 317 Kimball Avenue NW, Roanoke, Virginia 24016. The Company's telephone
number is (540) 345.3195.
These proxy solicitation materials were mailed on or about June 5,
2000, to all stockholders entitled to vote at the meeting.
RECORD DATE; OUTSTANDING SHARES
Stockholders of record at the close of business on May 19, 2000 (the
"Record Date"), are entitled to receive notice of and vote at the meeting. On
the Record Date, 12,103,824 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 Beneficial 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
eleven 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.
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 along
1
<PAGE>
with the shares of Common Stock represented in person and voting. 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 eleven
nominees for the Board of Directors 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 2001 Annual Meeting must be received by the Company no later than
January 15, 2001, 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.
ELECTION OF DIRECTORS
GENERAL
Eleven 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 eleven 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 eleven 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" THE
NOMINEES LISTED BELOW.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
The names of the nominees and certain information about them are set
forth below:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE POSITION SINCE
--------------- --- -------- -----
<S> <C> <C> <C>
J. Carson Quarles(3)(4)(5) 63 Chairman of the Board 1999
Victor F. Foti(5) 64 President, Chief Executive Officer 1999
and Director
Paul C. Schorr, III(2) 63 Director 1994
Roger D. Sack(1) 65 Director 1995
A. Jones Yorke(1)(4)(5) 69 Director 1999
Jerry D. Gardner(1)(5) 53 Director 1999
Ronald G. Stancil (3)(4)(5) 60 Director 1999
Titus Greene(3)(5) 64 Director 1999
Thomas M. Hontzas(1) 54 Director 1999
J. Alan Cowart(2)(5) 39 Director 1999
Stanley L. Bozeman, Jr.(2)(4)(5) 44 Director 1999
</TABLE>
(1) Member of Audit Committee
(2) Member of Compensation Committee
2
<PAGE>
(3) Member of Nominating Committee
(4) Member of Executive Committee
(5) Also a WesterN SizzliN Director
JAMES CARSON QUARLES has been a Director of the Company since July 1,
1999. He has also been a Director of The WesterN SizzliN Corporation ("WesterN
SizzliN") since February 26, 1996 and Chairman of the WesterN SizzliN Board
since November 25, 1996. Pursuant to the Agreement and Plan of Merger by and
among Austins Steaks & Saloon, Inc., Austins Acquisition Corp. and WesterN
SizzliN dated April 30, 1999 (the "Merger Agreement"), WesterN SizzliN became a
wholly-owned subsidiary of the Company (the "Merger"). Mr. Quarles retired as
President of Southwestern Region of Central Fidelity National Bank on December
31, 1994, completing a 37 year banking career. He is a member of the Board of
Directors and Chairman of the Executive Committee of Trigon Healthcare, Inc., a
New York Stock Exchange company and he is a member of the Board of Visitors of
Radford University. Mr. Quarles has served as Chairman of the Board of
Friendship Manor, Inc., a nursing home and retirement community operation in
Roanoke, Virginia for over 20 years, and in addition, he is currently on the
Board of Directors of five other companies. Among his many past civic and
professional affiliations, he was a past member of the Board of Directors and
Executive Committee of the Virginia Bankers Association. Mr. Quarles has been
inducted into the National Business Colleges' Hall of Fame.
VICTOR F. FOTI has been the Company's President, Chief Executive
Officer and a Director since July 1, 1999. Mr. Foti has been WesterN SizzliN's
President and Chief Executive Officer since March 1, 1995. He has been a WesterN
SizzliN Director since May 14, 1997. He was Director, Secretary, Treasurer and
Executive Vice President of WesterN SizzliN from December 13, 1993 to March 1,
1995. Mr. Foti became a Certified Public Accountant in June, 1959 and was
employed by the certified public accounting firm of Foti, Flynn, Lowen & Co.,
P.C. in Roanoke, Virginia from 1976 to July 1, 1997. Mr. Foti has been a WesterN
SizzliN franchisee since July 1, 1986. Mr. Foti has served as President of the
Virginia Society of CPA's; served on the Board of Directors of the Virginia
Society of CPA's and the American Institute of CPA's.
PAUL C. SCHORR, III has been a Director of the Company since August 1,
1994. Mr. Schorr served as Chairman of the Board of the Company from June 20,
1995 until July 1, 1999. For the past eleven 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 Ameritas Life Insurance Corp.;
The Schorr Family Company, Inc.; and National Research Corporation (a public
company).
ROGER D. SACK has served as a Director of the Company since June 26,
1995. For the past sixteen years, Mr. Sack has been associated with York Cold
Storage Company, a refrigeration and storage company. 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 and he
currently serves as a Director, President and Chief Executive Officer.
A. JONES YORKE has been a Director since 1999, and also is and has been
a WesterN SizzliN Director since May 12, 1999. Mr. Yorke has been Chairman and a
Director of Auerbach Financial Group, Inc., an investment firm in New York City
since July 1998. Prior to that, Mr. Yorke served as a Senior Officer of
Weatherly Securities and Coleman & Company Securities Corporation. He was
previously President of Paine Webber, Inc. and Executive Director of the
Securities and Exchange Commission. Mr. Yorke is also a Director of Davel
Communications and AMNEX, Inc.
JERRY D. GARDNER has been a Director since July 1, 1999, and has been a
WesterN SizzliN Director since May 14, 1998. Mr. Gardner has been a WesterN
SizzliN franchisee since 1976 and is presently the owner-operator of three
restaurants in the Fort Smith, Arkansas area. Before becoming involved in the
franchise business, he worked for a certified public accounting firm, entering
private practice in 1973.
RONALD G. STANCIL has been a Company Director and a WesterN SizzliN
Director since November 11, 1999. He was a WesterN SizzliN Director from 1993 to
1996. Mr. Stancil has been a WesterN SizzliN Franchisee since 1975. He is
presently the owner-operator of a restaurant in Oxford, Alabama.
3
<PAGE>
TITUS GREENE has been a Company Director and a WesterN SizzliN Director
since November 11, 1999. He was WesterN SizzliN's Chairman of the Board and a
Director from 1993 to 1996. Mr. Greene was a WesterN SizzliN franchisee from
1973 to 1996 and has been a Board Member of First Community Bank of Gastonia,
North Carolina since 1993.
THOMAS M. HONTZAS has served as Director of the Company since July 1,
1999, and has been a WesterN SizzliN Director since May 14, 1997. Mr. Hontzas
was executive vice president of Deposit Guaranty Corporation in Columbus,
Mississippi, a holding company with banking offices in three states. He has been
with the Deposit Guaranty Corporation since 1968. Mr. Hontzas has been a WesterN
SizzliN franchisee since December 20, 1979.
J. ALAN COWART has been a Company Director and a WesterN SizzliN
Director since November 11, 1999. Mr. Cowart has been a WesterN SizzliN
franchisee since 1985 and is presently the owner-operator of a restaurant in
Pooler, Georgia.
STANLEY L. BOZEMAN, JR. has been a Director since July 1, 1999, and has
been a WesterN SizzliN Director since April 12, 1995. Mr. Bozeman has been a
WesterN SizzliN franchisee since 1979. He is presently the owner-operator of a
restaurant in Griffin, Georgia. He is the General and Managing Partner of
Bozeman Properties Limited Partnership and owner of Stan Bozeman Rental Property
Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 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
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 Common
Stock. Unless otherwise indicated, the address for these individuals is 317
Kimball Avenue, Roanoke, Virginia 24016.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERSON NO. OF SHARES PERCENT OF CLASS(2)
-------------------------- ------------- --------------------
<S> <C> <C>
Victor F. Foti 645,157(3) 5.3%
President, Chief Executive
Officer and Director
Marc Sperry 25,000(4) (1)
Vice President and Chief
Operating Officer
Robert N. Collis, II 20,000(5) (1)
Vice President and Chief
Financial Officer
Robert L. Bass 20,000(6) (1)
Vice President of Operations West
Dave Lawson 0 (1)
Vice President of Operations East
Robyn B. Mabe 10,000(7) (1)
Secretary/Treasurer
J. Carson Quarles 36,666 (1)
Chairman
7323 Lamarre Circle
Roanoke, VA 24019
Stanley L. Bozeman, Jr. 286,000(8) 2.4%
Director
1412 North Expressway
Griffin, GA 30223
-------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF PERSON NO. OF SHARES PERCENT OF CLASS(2)
-------------------------- ------------- --------------------
<S> <C> <C>
J. Alan Cowart 372,000 (9) 3.1%
Director
104 Pine Lakes Avenue
Savannah, GA 31405
Jerry D. Gardner 323,602(10) 2.6%
Director
2317 South 57th Street
Fort Smith, AR 72903
Titus Greene 2,025,000(11) 16.3%
Director
2109 Windermere Lane
Shelby, NC 28150
Thomas M. Hontzas 135,152(12) 1.1%
Director
3853 Sleepy Hollow
Jackson, MS 39211
Paul C. Schorr, III 385,009(14) 3.2%
Director
P.O. Box 57310
Lincoln, NE 68505
Roger D. Sack 229,799 1.9%
Director
2745 East Gate Road
Lincoln, NE 68502
A. Jones Yorke 20,000(13) (1)
Director
450 park Avenue, 8thFloor
New York, NY 10022
Ronald G. Stancil 562,000(15) 4.6%
Director
P.O. Box 1149
Annitson, AL 36202
</TABLE>
All Directors and Officers as a group beneficially own 5,095,385 shares,
including currently exercisable options or warrants, or 40.6% of the outstanding
Common Stock as of May 19, 2000.
--------------------
(1) Represents less than 1% of the outstanding Common Stock of the
Company.
(2) Based upon 12,103,824 shares of Common Stock outstanding as of
May 19, 2000. Each named person is deemed to be the beneficial
owner of shares of Common Stock that may be acquired within
sixty days upon exercise of stock options or warrants and
shares, options or warrants owned indirectly through a
partnership or corporation. Accordingly, the number of shares
and percentage set forth next to the name of such person and
all officers and directors as a group include the shares of
Common Stock issuable upon presently exercisable stock options
or warrants and shares, options or warrants owned indirectly.
However, the shares of Common Stock so issuable upon exercise
by any persons are not included in calculating the percentage
of Common Stock beneficially owned by any other stockholder.
(3) This number of beneficially owned shares includes 177,222
shares owned by H-H Corporation, a corporation in which Mr.
Foti has voting shares and investment power; 157,185 shares
owned by VIAMAC, Inc., a corporation in which Mr. Foti has
voting shares and investment
5
<PAGE>
power; 24,000 shares owned by A Storage on Wheels, a
corporation in which Mr. Foti has voting shares and investment
power; and 76,000 shares owned by Mr. Foti's spouse.
(4) This number of beneficially owned shares includes 20,000
shares purchasable pursuant to currently exercisable options.
(5) This number of beneficially owned shares includes 20,000
shares purchasable pursuant to currently exercisable options.
(6) This number of beneficially owned shares includes 20,000
shares purchasable pursuant to currently exercisable options.
(7) This number of beneficially owned shares includes 10,000
shares purchasable pursuant to currently exercisable options.
(8) This number of beneficially owned shares includes 35,000
shares purchasable pursuant to currently exercisable options
or warrants.
(9) This number of beneficially owned shares includes 12,000
shares owned by two of Mr. Cowart's minor children.
(10) This number of beneficially owned shares includes 25,000
shares purchasable pursuant to currently exercisable options.
(11) This number of beneficially owned shares includes 1,172,000
shares owned by Titus Greene and Company, a family limited
partnership in which Titus Greene has sole voting and
dispositive power, and 287,500 shares purchasable pursuant to
currently exercisable warrants.
(12) This number of beneficially owned shares includes 13,126
shares purchasable pursuant to currently exercised options or
warrants.
(13) This number of beneficially owned shares includes 10,000
shares purchasable pursuant to currently exercisable options.
(14) This number of beneficially owned shares includes 121,181
shares owned directly by The Schorr Family Company, Inc., in
which Mr. Schorr is the President and Chief Executive Officer.
(15) This number of beneficially owned shares includes 362,500
shares owned by Lynden, Inc., a corporation wholly-owned by
Mr. Stancil, and 200,000 shares owned by RRJMG, Inc., a
corporation wholly-owned by Mr. Stancil.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company met five times during 1999. The
Board acted on several matters in the form of consent minutes. The Board of
Directors has an Audit Committee, Compensation Committee, a Nominating and
Corporate Governance Committee, and an Executive Committee.
The Audit Committee, which currently consists of Directors Jerry D.
Gardner, Roger D. Sack, Thomas M. Hontzas and A. Jones Yorke, 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. In 1999, the Committee held telephone conferences and met five times.
The Compensation Committee, which currently consists of Directors
Stanley L. Bozeman, Jr., J. Alan Cowart and Paul C. Schorr, III, recommends to
the Board the compensation for the Company's key employees. In 1999, the
Committee held telephone conferences and met five times.
The Nominating Committee, which currently consists of Directors Ronald
G. Stancil, J. Carson Quarles and Titus Greene, nominates candidates to serve as
Directors. In 1999, the Committee met five times.
6
<PAGE>
The Executive Committee which currently consists of Directors J. Carson
Quarles, Ronald G. Stancil, Stanley L. Bozeman, Jr., and A. Jones Yorke,
conducts certain affairs of the Company in absence of the entire Board of
Directors and as allowed by the Company's Bylaws and applicable law. In 1999,
the Executive Committee did not meet.
BOARD COMPENSATION
The Board of Directors has 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. However, no such option grants were made during
1999. All Directors were reimbursed for reasonable travel, lodging and meal
expenses while attending Board or Committee meetings.
Prior to the Merger, non-employee Directors were paid $1,000 for each
Board meeting attended and $250 for each Committee meeting attended. Employee
Directors do not receive compensation for their service on the Board.
Following the Merger, both employee and non-employee Directors were
paid $1,000 for each Board meeting attended and $250 for each Committee meeting
attended outside of any Committee meeting held in conjunction with scheduled
Board meetings. Additionally, the Directors received a $250 quarterly retainer
in 1999 and will receive a $1,000 quarterly retainer during 2000.
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>
POSITION AND PRINCIPAL OFFICER
NAME AGE OCCUPATION SINCE 1995 SINCE
---- --- ---------------------- -------
<S> <C> <C> <C>
Victor F. Foti 64 President and Chief Executive Officer; President and Chief 1999
Executive Officer of WesterN SizzliN since March 1, 1995;
Executive Vice President of WesterN SizzliN from December 31, 1993
to March 1, 1995.
Marc Sperry 42 Vice President and Chief Operating Officer since January 3, 2000; 2000
Director - National Accounts for PepsiCo, Inc. from 1988 to
December 31, 1999.
Robert N. Collis, II 39 Vice President and Chief Financial Officer since July 16, 1999; 1999
C.P.A. for KPMG, LLP from 1984 to July 16, 1999, serving in
various capacities and most recently as Senior Manager in the
Assurance Practice.
Robert L. Bass 51 Vice President of Operations West for the Company and WesterN 2000
SizzliN since February 9, 2000; Vice President of Franchise
Operations from July 1, 1999 to February 9, 2000, and for WesterN
SizzliN from August 21, 1995 to February 9, 2000; Regional
Management Consultant for WesterN SizzliN from 1990 to August 21,
1995.
Dave Lawson 39 Vice President Operations East; Member of WesterN SizzliN's 1999
Operations staff from 1993 to February 9, 2000, serving most
recently as Area Supervisor and Director of Training
Robyn B. Mabe 38 Secretary/Treasurer, Director of Accounting and Corporate 1999
Controller; WesterN SizzliN's Director of Accounting and Corporate
Controller since January 1, 1994.
</TABLE>
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth compensation
paid to certain executive officers during the last fiscal year.
<TABLE>
<CAPTION>
NAME AND
PRINCIPAL POSITION YEAR SALARY BONUS OTHER
------------------ ---- ------ ----- -----
<S> <C> <C> <C> <C>
Victor F. Foti 1999(1) $76,154 0 $2,500(2)
President and Chief
Executive Officer
Paul C. Schorr, III 1999(3) 0 0 $2,500(2)
Chief Executive Officer
-----------------------
</TABLE>
(1) Following the Merger, Mr. Foti was appointed President and
Chief Executive Officer on July 1, 1999 and has been and will
continue to serve in such capacity. Prior to the Merger, Mr.
Foti received $178,187 in compensation from WesterN SizzliN,
including $96,923 in salary, and $81,264 in bonus, and $4,500
for compensation as a WesterN SizzliN Director.
(2) Compensation for serving as a Director.
(3) Mr. Schorr served as the Company's Chief Executive Officer
from April 1, 1996 to June 30, 1999, on an uncompensated
basis.
The following table sets forth information with respect to unexercised
options and SARs, if any, during fiscal year 1999. No stock options were
exercised by named executive officers in 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL 1999 YEAR
FISCAL YEAR END END
(#) ($)
-------------------------------------------------------------------------------------------------------------------
NAME SHARES VALUE EXERCISABLE ("EX") EXERCISABLE
ACQUIRED ON REALIZED UNEXERCISABLE ("UN") ("EX")
EXERCISE (#) ($) UNEXERCISABLE
("UN")
(A) (B) (C) (D) (E)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Victor F. Foti 0 0 0 0
-------------------------------------------------------------------------------------------------------------------
</TABLE>
OPTION/SAR GRANTS IN FISCAL 1999
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
NAME NUMBER OF PERCENT OF TOTAL EXERCISE EXPIRATION
SECURITIES OPTIONS/SARS OR BASE DATE
UNDERLYING GRANTED TO PRICE
OPTIONS/SARS EMPLOYEES IN ($/SH)
GRANTED (#) FISCAL YEAR
(A) (B) (C) (D) (E)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Victor F. Foti 0 0%
-------------------------------------------------------------------------------------------------------------------
</TABLE>
8
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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, 1999, Messrs. Foti, Schorr, Greene,
Bozeman, Quarles and Gardner each filed a Form 4 out of time as a result of
miscalculation of timing following a private placement of the Company's stock.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP are the independent public accountants for the Company.
Representatives of KPMG LLP 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 KPMG LLP as its independent public
accountants for fiscal 2000.
RELATED PARTY TRANSACTIONS
Messrs. Foti, Bozeman, Gardner, Hontzas, Stancil and Cowart
collectively own franchises with respect to nineteen (19) WesterN SizzliN
Restaurants. The franchises were granted on the same terms and conditions as
franchises to non-affiliated persons and these gentlemen paid the same royalty
advertising and other costs as any other non-affiliated franchisee.
V.F. Management, Inc., a corporation owned by Mr. Foti, leases
chartered air service to the Company for corporate usage. Charges are made on an
hourly rate believed to be competitive for chartered air service available for
non-affiliated vendors. In 1999, the Company paid $62,335 to V.F. Management,
Inc. since the Merger. Prior to the Merger, WesterN SizzliN paid V.F.
Management, Inc. $96,156, $147,800, and $87,500 for chartered air service in
1999, 1998 and 1997, respectively.
There are no other affiliated or related transactions between or among
the Company and its Officers and Directors.
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.
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
Robyn B. Mabe
Secretary
9
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AUSTINS STEAKS & SALOON, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS JUNE 28, 2000
The undersigned hereby constitutes and appoints Victor F. Foti and
Robert N. Collis, II 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 the Sheraton Airport Plaza Hotel, 3315 I-85
and Billy Graham Parkway, Charlotte, North Carolina 28208 on the 28th day of
June, 2000 at 10:00 a.m. local time or any adjournments thereof, as indicated
hereon.
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<S> <C>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED Please mark your
STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES votes as indicated /X/
FOR DIRECTOR AND WITH DISCRETIONARY AUTHORITY ON ALL OTHER MATTERS. in this example
1. Election of Directors J. Carson Quarles, Victor F. Foti, Paul C. Schorr III, Roger D. Sack, A. Jones Yorke,
Jerry D. Gardner, Ronald G. Stancil, Titus Greene, Thomas M. Hontzas, J. Alan Cowart
and Stanley L. Bozeman, Jr.
FOR the eleven nominees WITHHOLD (INSTRUCTION: To withhold
(except as marked to the AUTHORITY authority to vote for any
contrary to the right) to vote for the individual nominee, write
eleven nominees that nominee's name on the
listed to space provided below.)
the right.
/ / / / ----------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.
Dated: _______________________________, 2000
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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, give full title. All joint
trustees must sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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TRIANGLE FOLD AND DETACH HERE TRIANGLE
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