SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
ss.240.14a-11(c) or ss.240.14a-12
Food Court Entertainment Network, 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
the 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>
FOOD COURT ENTERTAINMENT NETWORK, INC.
220 East 42nd Street
16th Floor
New York, New York 10017
February __, 1998
Dear Stockholder:
You are cordially invited to attend the Special Meeting
of Stockholders of Food Court Entertainment Network, Inc. which
will be held on Friday, February 27, 1998, at 9:00 A.M., at the
Company's offices located at 220 East 42nd Street, 16th Floor,
New York, New York. The official notice of the meeting together
with a proxy statement and form of proxy are enclosed. Please
give this information your careful attention.
Stockholders of the Company are being asked to approve
an amendment to the Company's Certificate of Incorporation to
effect a reverse stock split of the Company's Series A Common
Stock and Series B Common Stock. Whether or not you expect to
attend the meeting in person, it is important that your shares be
voted at the meeting. I urge you to specify your choices by
marking the enclosed proxy and returning it promptly.
Sincerely,
JAMES N. PERKINS
President and Chief Executive Officer
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
220 East 42nd Street
16th Floor
New York, New York 10017
______________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be held Friday, February 27, 1998
______________________________
TO OUR STOCKHOLDERS:
Notice is hereby given that a special meeting of
stockholders of FOOD COURT ENTERTAINMENT NETWORK, INC. (the
"Company") will be held on Friday, February 27, 1998, at
9:00 A.M. (prevailing time), at the Company's offices located at
220 East 42nd Street, 16th Floor, New York, New York for the
following purposes:
1. To amend the Company's Certificate of
Incorporation in order to effect a 0.07143-for-one
reverse stock split of the Company's Series A
Common Stock and Series B Common Stock ("Proposal
One");
2. To vote on adjournment of the Special Meeting, if
necessary, to permit further solicitation of
proxies in the event there are not sufficient
votes at the time of the Special Meeting to
approve the reverse stock split; and
3. To transact such other business as may properly
come before this meeting or any postponement or
adjournment thereof.
The Board of Directors has fixed February 10, 1998 as
the record date for the determination of stockholders entitled to
vote at the Special Meeting. Only stockholders of record at the
close of business on that date will be entitled to notice of, and
to vote at, the Special Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING
IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL
MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN THE ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
February __, 1998 By Order of the Board of Directors,
Robert H. Lenz
Chairman
<PAGE>
FOOD COURT ENTERTAINMENT NETWORK, INC.
220 East 42nd Street
16th Floor
New York, New York 10017
______________________________
PROXY STATEMENT
______________________________
The accompanying proxy is solicited by and on behalf of
FOOD COURT ENTERTAINMENT NETWORK, INC. (the "Company") for use at
the special meeting ("Special Meeting") of stockholders to be
held on Friday, February 27, 1998, at 9:00 A.M. (prevailing
time), at the Company's offices located at 220 East 42nd Street,
16th Floor, New York, New York and at any postponement or
adjournment thereof. The approximate date on which this Proxy
Statement and the accompanying form of proxy will first be sent
or given to stockholders is February 16, 1998.
Sending in a signed proxy will not affect the
stockholder's right to attend the Special Meeting and vote in
person since the proxy is revocable. Any stockholder giving a
proxy has the power to revoke it by, among other methods, giving
written notice to the Secretary of the Company or delivering a
later dated proxy at any time before the proxy is exercised.
The expense of the proxy solicitation will be borne by
the Company. In addition to solicitation by mail, proxies may be
solicited in person or by telephone, telegraph or teletype by
directors, officers or employees of the Company without
additional compensation. Upon request by record holders of the
Company's Series A Common Stock, par value $.01 per share (the
"Series A Common Stock"), who are brokers, dealers, banks or
voting trustees, or their nominees, the Company will pay the
reasonable expenses incurred by such record holders for mailing
proxy material to any beneficial owners of Series A Common Stock.
A form of proxy is enclosed. If properly executed and
received in time for voting, and not revoked, the enclosed proxy
will be voted as indicated in accordance with the instructions
thereon. If no directions to the contrary are indicated, the
persons named in the enclosed proxy will vote all shares of the
Company's Series A Common Stock and Series B Common Stock, par
value $.01 per share ("Series B Common Stock"), "FOR" the
amendment to the Company's Certificate of Incorporation and "FOR"
the Adjournment Proposal.
The enclosed proxy confers discretionary authority to
vote with respect to any and all of the matters that may come
before the meeting. In connection with such matters, the persons
named in the enclosed form of proxy will vote in accordance with
their best judgment.
The Company is not currently aware of any matters which
will be brought before the Special Meeting (other than procedural
matters) which are not referred to in the enclosed notice of the
Special Meeting.
The Company had 33,152,082 shares of Series A Common
Stock and 1,019,164 shares of Series B Common Stock outstanding
at the close of business on February 10, 1998 (the "Record
Date"). The presence, in person or by proxy, of stockholders
entitled to cast at least a majority of the votes which all
stockholders are entitled to cast on a particular matter
constitutes a quorum for the purpose of considering such matter.
All such shares that are present, in person or by proxy, at the
meeting will be counted in determining whether a quorum is
present, no matter how the shares are voted or whether they
abstain from voting or are broker non-votes. Each share of
Series A Common Stock outstanding is entitled to one vote and
each share of Series B Common Stock is entitled to five votes on
each matter which may be brought before the Special Meeting.
Except as otherwise indicated, Series A and Series B stockholders
vote as a single class. Mr. Robert H. Lenz, Chairman of the
Board and Director of the Company, and five other stockholders
own collectively 100% of the issued and outstanding Series B
Common Stock. All current officers and directors, together with
such five other stockholders of Series B Common Stock,
beneficially own in the aggregate approximately 4.2% of the total
outstanding capital stock of the Company and have approximately
14.4% of the total combined voting power of the Company. CRT
Corporation recently purchased 19,500,000 shares of Series A
Common Stock, which constitutes approximately 51% of the combined
voting power of the Company. See "Recent Transaction and
Proposed Merger."
The approval of the Amendment to the Company's
Certificate of Incorporation (Proposal One) requires the
affirmative vote of a majority of the outstanding shares of
Common Stock of the Company. Each stockholder may cast all of
such holder's votes "FOR" or "AGAINST" such proposal, or may
"ABSTAIN" from voting.
Under the Delaware General Corporation Law, an
abstention, withholding of authority to vote, or a broker non-
vote on Proposal One will have the effect of a vote against
Proposal One because the approval of Proposal One requires the
affirmative vote of a majority of outstanding shares.
The approval of the Adjournment Proposal requires the
affirmative vote of a majority of all votes cast at the Special
Meeting. An abstention, withholding of authority to vote, or a
broker nonvote on the Adjournment Proposal will not have the same
effect as a vote against such proposal. Each stockholder may
cast all of such holder's votes "FOR" or "AGAINST" such proposal,
or may "ABSTAIN" from voting.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 10,
1998, the ownership of the Company's Common Stock by (i) each
person who is known by the Company to own, of record or
beneficially, more than five percent of the Company's Series A
Common Stock or Series B Common Stock, (ii) each of the Company's
Directors and Executive Officers, and (iii) all Directors and
Executive Officers as a group. Except as otherwise indicated,
the stockholders listed in the table have sole voting and
investment powers with respect to the shares indicated.
<TABLE>
<CAPTION>
Shares of Percentage of Shares
of Percentage of
Series A Series A Series
B Series B
Common Stock Common Stock Common
Stock Common Stock
Beneficially Beneficially
Beneficially Beneficially Voting
Name(1) Owned(2) Owned
Owned(2)(3)(4) Owned(5) Control
<S> <C> <C> <C>
<C> <C>
CRT Corporation....... 19,500,000(1) 58.8% -0-
-0- 51.0%
Robert H. Lenz........ 648,104(6) 2.0
440,748(7) 43.3 6.3
Stephen G. Bowen...... 334,615(8) 1.0
206,545(9) 20.3 2.2
Jeffrey Steinberg..... 126,545(10) *
126,545(9) 12.4 1.7
Joseph Mercaldo....... 158,786(11) *
158,786(9) 15.6 2.1
Harvey S. Wilson...... 90,221(12) *
75,300(13) 7.4 1.0
Gary Penisten......... 90,000(14) * -0-
-0- *
Howard W. Phillips.... 123,488(15) * -0-
-0- *
Robert S. Wussler..... 90,000(14) * -0-
-0- *
James N. Perkins...... 234,427(16) .7 -0-
-0- *
James E. Galton....... 30,000(17) * -0-
-0- *
Eric C. Mendelson..... 38,427 * -0-
-0- *
All Officers and
Directors as a Group
(7 persons)......... 1,964,613 5.9 1,007,924
98.9% 4.2%
</TABLE>
_______________
* Denotes less than 1%
(1) See "Recent Transaction and Proposed Merger".
(2) The securities "beneficially owned" by an individual are
determined in accordance with the definition of "beneficial
ownership" set forth in the regulations of the Securities
and Exchange Commission. Accordingly, they may include
securities owned by or for, among others, the wife and/or
minor children of the individual and any other relative who
has the same home as such individual, as well as other
securities as to which the individual has or shares voting
or investment power or has the right to acquire under
outstanding stock options, warrants or convertible
securities within 60 days after the date of this table.
Beneficial ownership may be disclaimed as to certain of the
securities.
(3) Certain holders of Series B Common Stock have placed a
portion of their shares of Series B Common Stock in escrow
and may vote such shares but not transfer them as of this
time ("Escrow Shares").
(4) Each share of Series B Common Stock is entitled to five
votes per share, is convertible into one share of Series A
Common Stock at the option of the holder, and will
automatically convert into an equivalent number of shares of
Series A Common Stock upon the sale or transfer by the
record holder to any person other than another holder of
Series B Common Stock.
(5) Excludes 20,135 shares of Series B Common Stock held in
treasury.
(6) Includes 440,748 shares of Series A Common Stock which may
be acquired upon the conversion of Series B Common Stock.
Does not include 600,000 shares of Series A Common Stock
underlying unvested options.
(7) Includes 241,180 Escrow Shares.
(8) Includes (i) 100,000 shares of Series A Common Stock which
may be acquired upon the exercise of currently exercisable
options, and (ii) 206,545 shares of Series A Common Stock
which may be acquired upon the conversion of Series B Common
Stock.
(9) Includes 106,545 Escrow Shares.
(10) Includes 126,545 shares of Series A Common Stock which may
be acquired upon the conversion of Series B Common Stock.
(11) Includes 158,756 shares of Series A Common Stock which may
be acquired upon the conversion of Series B Common Stock.
(12) Includes 75,300 shares of Series A Common Stock which may be
acquired upon the conversion of Series B Common Stock.
(13) Includes 75,300 Escrow Shares.
(14) Represents 90,000 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options. Does not include 30,000 shares of Series A Common
Stock underlying unvested options.
(15) Represents 123,488 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options and warrants. Does not include 154,560 shares of
Series A Common Stock which may be acquired upon exercise of
a unit purchase option not exercisable until October, 1998.
Does not include 30,000 shares of Series A Common Stock
underlying unvested options.
(16) Includes 200,000 shares of Series A Common Stock which may
be acquired upon the exercise of currently exercisable
options. Does not include 300,000 shares of Series A Common
Stock underlying unvested stock options.
(17) Includes 30,000 shares of Series A Common Stock which may be
acquired upon the exercise of currently exercisable options,
but does not include 60,000 shares of Series A Common Stock
underlying unvested options.
PROPOSAL ONE
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
Introduction
The Board of Directors of the Company has unanimously
adopted resolutions approving, and submitting for shareholder
approval at the Special Meeting, an amendment of the Company's
Certificate of Incorporation (the "Amendment") to read in its
entirety as set forth in Annex A to this Proxy Statement. The
Company is amending its Certificate of Incorporation in order to
effect a 0.07143-for-one reverse stock split of the issued and
outstanding Series A Common Stock and Series B Common Stock (the
"Reverse Split"). If the Amendment is approved by the Company's
shareholders at the Special Meeting, management will file the
Amendment with the Delaware Secretary of State immediately after
the Special Meeting. The amendment and the Reverse Split will be
effective on the date of such filing (the "Effective Date").
Reverse Split
Description. Pursuant to the Reverse Split, on the
Effective Date, each share of Common Stock outstanding will be
converted into 0.07143 of one share. No fractional shares or
scrip will be issued; rather, shareholders who would otherwise be
entitled to a fractional share as a result of the Reverse Split
will receive cash in the amount described below. The price for
such fractional share will be based upon the mean between the
high and low bid quotation per share for the Series A Common
Stock for the ten trading days immediately preceding the
Effective Date of the Reverse Split, as provided by the NASD.
Reasons for the Reverse Split. The Series A Common
Stock presently is quoted in the National Association of
Securities Dealers Small Cap Market (the "Small Cap Market"). In
order to qualify for quotation in the Small Cap Market, the
Company and its Series A Common Stock must satisfy certain
minimum continued listing requirements. The Company presently
meets all of such requirements except the requirement that the
Series A Common Stock maintain a minimum bid price of at least
$1.00. On December 8, 1997, the Company was given written notice
that it was not in compliance with this requirement. The bid
price for the Company's Series A Common Stock has been less than
$1.00 in excess of sixty days. Management of the Company
believes that implementation of the Reverse Split will result in
the Series A Common Stock trading at a bid price in excess of
$1.00 due to the reduction in the number of outstanding shares.
No assurances can be given, however, that the bid price of the
Series A Common Stock will increase if the Reverse Split is
implemented. See "Additional Considerations."
Management of the Company is not aware of any present
efforts by any person to accumulate a block of the Series A
Common Stock, and the Reverse Split is not intended to prevent or
deter a nonnegotiated change in control of the Company.
Additional Considerations. There can be no assurance
that the price of the Series A Common Stock will rise following
implementation of the Reverse Split, or that such price, if it
does rise, will rise in proportion to the Reverse Split or will
continue to escalate or be sustained for a significant period.
See "--Effect on Market for Common Stock." In addition, there
can be no assurance that implementation of the Reverse Split will
enable the Company to maintain its qualification for trading on
the Small Cap Market. Nevertheless, the Board of Directors
believes that shareholder approval of the Amendment to effect the
Reverse Split is advisable at this time.
General Effect of Reverse Split. The rights and terms
of the Series A Common Stock and the Series B Common Stock will
not be affected by the Reverse Split, and the holders of the
Series A Common Stock and the Series B Common Stock or options or
warrants to purchase such Common Stock will have the same
relative rights following the Effective Date as they had prior
thereto.
The effect of the Reverse Split on the aggregate number
of shares of the Common Stock as of February 10, 1998 is set
forth in the table below. Except for the following data, the
Reverse Split will not have any effect on the shareholders'
equity section of the Company's balance sheet.
Prior to
Proposed After Proposed
Reverse Split Reverse Split
Number of Shares of
Series A Common Stock(1)
Authorized. . . . . . . . 200,000,000 200,000,000
Issued and Outstanding. . 33,152,082 2,368,053
Available for issuance. . 161,722,751 197,265,821
Par value per share . . . $.01 $.01
Number of Shares of
Series B Common Stock(1)
Authorized. . . . . . . . 1,250,000 1,250,000
Issued and Outstanding. . 1,019,164 72,798
Available for issuance. . 230,836 1,177,202
Par value per share . . . $.01 $.01
______________________________
(1) The number of shares issued and outstanding prior to the
Reverse Split are as of February 10, 1998. Shares issued
and outstanding after the Reverse Split do not reflect any
adjustments that may result from the repurchase of
fractional shares.
Effect on Registration. The Series A Common Stock is
currently registered under Section 12(g) of the Exchange Act, and
as a result, the Company is subject to the periodic reporting and
other requirements of the Exchange Act. The Reverse Split will
not affect the registration of the Series A Common Stock under
the Exchange Act.
Effect on the Market for the Common Stock. The
Series A Common Stock is traded in the over-the-counter market
and is presently quoted on the National Association of Securities
Dealers ("NASD") Small Cap Market. The Company's Annual Report
on Form 10-KSB for the year ended December 31, 1996 sets forth
the high and low bid quotations for shares of Series A Common
Stock for each quarter beginning with the quarter ended March 31,
1995 through the quarter ended December 31, 1996, as reported by
the NASD.
Management anticipates that after the Effective Date,
the market price of shares of Series A Common Stock will rise as
a result of the decrease in the number of shares outstanding.
However, it cannot be predicted whether any increase in market
price would be in proportion to the Reverse Split. If the market
price of the Series A Common Stock were not to adjust
proportionately, a significant loss of aggregate market value of
the outstanding Series A Common Stock could result. In addition,
a Reverse Split reduces the number of shares of Series A Common
Stock outstanding, thereby adversely affecting liquidity and
possibly depressing the price of the Series A Common Stock.
Following implementation of the Reverse Split, and
until the Series A Common Stock is listed on an exchange or is
accepted for quotation on the NASDAQ National Market, the Company
believes that trading in Series A Common Stock will continue in
the over-the-counter market in transactions handled through the
market makers of the Common Stock.
Holders of Common Stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors.
No dividends on Common Stock were paid during the year ended
December 31, 1997. The Company presently intends to retain all
future earnings for business purposes and consequently does not
presently intend to pay any cash dividends on the Common Stock.
Effect on Options. The number of shares issuable upon
the exercise of any option outstanding on the Effective Date will
be decreased in proportion to the Reverse Split. Conversely, the
exercise price per share of any such outstanding option will be
proportionately increased on the Effective Date. Any such
outstanding option will be rounded to the nearest whole share,
and no cash payment will be made in respect of any fractional
share so rounded.
Exchange of Stock Certificates and Liquidation of
Fractional Shares. As soon as practicable after the Effective
Date, the shareholders will be notified and requested to
surrender their certificates representing shares of Common Stock
to the Company's transfer agent so that certificates representing
the appropriate number of shares of Common Stock, together with a
cash payment in lieu of any fractional share, may be issued in
exchange therefor.
Federal Income Tax Consequences. A summary of the
principal federal income tax consequences of the proposed Reverse
Split is set forth below. The following discussion is based upon
present federal tax law and does not purport to be a complete
discussion of such consequences for all shareholders in all
circumstances, nor does it address state, local or foreign tax
consequences or considerations. ACCORDINGLY, SHAREHOLDERS ARE
ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR MORE DETAILED
INFORMATION REGARDING THE EFFECTS OF THE PROPOSED REVERSE SPLIT
ON THEIR INDIVIDUAL TAX STATUS.
1. The proposed Reverse Split will not be a taxable
transaction to the Company.
2. A shareholder will not recognize any gain or loss
as a result of the Reverse Split unless the shareholder receives
cash in lieu of a fractional share. The position taken by the
Internal Revenue Service ("IRS") has varied from time to time
with respect to the receipt of cash in lieu of a fractional
share. Under certain circumstances, the IRS has treated such
receipt as a dividend. However, because the payment of cash in
lieu of a fractional share of stock is being done for
administrative convenience and does not represent separately
bargained-for consideration, the Company believes it is
appropriate for a minority shareholder to treat such receipt of
cash as a gain or loss equal to the difference in the amount
received and his or her adjusted basis in the fractional share.
Such gain or loss will be capital in nature if the stock is held
as a capital asset on the day of the payment of cash.
3. The aggregate tax basis of the shares of Common
Stock received by a shareholder pursuant to the Reverse Split
will equal the aggregate tax basis of the shareholder's Common
Stock prior to the Effective Date (except that such basis will be
reduced by any basis allocated to a fractional share redeemed by
the Company with respect to which the shareholder receives gain
or loss as described in paragraph 2 above). The holding period
of the shares of Common Stock received by the shareholder will
include the holding period of the shareholder's Common Stock
before the Reverse Split, provided the shares of Common Stock
were a capital asset in the hands of such shareholder.
Special taxation and withholding rules may apply to any
shareholder that is a nonresident alien or a foreign corporation.
Those rules are beyond the scope of this discussion and should be
discussed with a personal tax advisor. Shareholders will be
required to provide their social security or other taxpayer
identification numbers (or, in some instances, certain other
information) to the transfer agent in connection with the Reverse
Split to avoid backup withholding requirements that might
otherwise apply in connection with the receipt of cash in lieu of
fractional shares. See "Exchange of Certificates and Liquidation
of Fractional Shares." The letter of transmittal will require
each shareholder to deliver such information when the Common
Stock certificates are surrendered following the Effective Date.
Failure to provide such information may result in backup
withholding.
No Dissenters' Rights. Under Delaware law,
shareholders are not entitled to dissenters' rights with respect
to the Reverse Split.
ADJOURNMENT
In the event that there are not sufficient votes to
constitute a quorum or approve the Reverse Split at the time of
the Special Meeting, such proposal could not be approved unless
the Special Meeting was adjourned in order to permit further
solicitation of proxies. In order to allow proxies which have
been received by the Company at the time of the Special Meeting
to be voted for such adjournment, if necessary, the Company has
submitted the question of adjournment under such circumstances to
its shareholders as a separate matter for their consideration.
The Board of Directors of the Company recommends that
shareholders vote their proxies in favor of the Adjournment
Proposal so that their proxies may be used for such purposes in
the event it becomes necessary. Properly executed proxies will
be voted in favor of the Adjournment Proposal unless otherwise
indicated thereon. If it is necessary to adjourn the Special
Meeting, no notice of the time and place of the adjourned meeting
is required to be given to shareholders other than an
announcement of such time and place at the Special Meeting.
RECENT TRANSACTION AND PROPOSED MERGER
On February 6, 1998, the Company and CRT Corporation, a
Nevada corporation ("CRT"), entered into a letter of intent (the
"Letter of Intent") pursuant to which CRT will be merged with and
into the Company with the Company as the survivor. As a result
of the merger, the shareholders of CRT will own approximately
81.19% of the outstanding common stock of the Company. The
merger is contingent upon, among other things, the Company and
CRT entering into a definitive merger agreement and obtaining the
approval of the shareholders of the Company and CRT.
Pursuant to the Letter of Intent, the Company issued to
CRT 19,500,000 shares of Series A Common Stock in consideration
of an investment of $195,000 in the Company. Such shares
represent approximately 57% of the outstanding shares of common
stock of the Company.
STOCKHOLDER PROPOSALS
Stockholder proposals regarding the 1998 Annual Meeting
must be submitted to the Company by January 2, 1998 to receive
consideration for inclusion in the Company's 1998 proxy material.
OTHER MATTERS
As of the date hereof, the Company knows of no other
business that will be presented for consideration at the Special
Meeting. However, the enclosed proxy confers discretionary
authority to vote with respect to any and all of the following
matters that may come before the meeting: (i) matters that the
Company's Board of Directors does not know, a reasonable time
before proxy solicitation, are to be presented for approval at
the meeting; (ii) approval of the minutes of a prior meeting of
shareholders, if such approval does not constitute ratification
of the action at the meeting; (iii) the election of any person to
any office for which a bona fide nominee is unable to serve or
for good cause will not serve; (iv) any proposal omitted from
this Proxy Statement and the form of proxy pursuant to Rule 14a-8
under the Exchange Act, as amended; and (v) matters incidental to
the conduct of the meeting. If any such matters come before the
meeting, the proxy agents named in the accompanying proxy card
will vote in accordance with their judgment.
By Order of the Board of Directors
Robert H. Lenz
Chairman
<PAGE>
ANNEX A
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
OF FOOD COURT ENTERTAINMENT NETWORK, INC.
RESOLVED, that Article Fourth of the Amended and
Restated Certificate of Incorporation of the Corporation shall be
amended to read as follows:
"FOURTH. Each share of Series A Common Stock, par
value $.01 per share, and each share of Series B Common
Stock, par value $.01 per share, of the Corporation (the
"Common Stock") issued and outstanding immediately prior to
the effective date of this Amendment to Certificate of
Incorporation (the "Effective Date") shall be and hereby is,
on and as of the Effective Date, automatically changed
without further action into 0.07143 of a fully paid and
nonassessable share of Common Stock; provided, however, that
no fractional shares shall be issued pursuant to such
change. Instead, cash payments will be made in lieu of such
fractional shares. Such cash payments will be equal to the
fractional interest times the mean between the closing bid
and asked prices for the Common Stock as quoted by the NASD
Small Cap Market for the ten trading days preceding the
Effective Date. On and after the Effective Date, the
aggregate number of shares of capital stock which the
Corporation shall have authority to issue is 206,250,000
shares, consisting of 5,000,000 shares of Preferred Stock
(the "Preferred Stock"), par value $.01 per share, as more
fully described in Section A below and 201,250,000 shares of
Common Stock, par value $.01 per share consisting of
200,000,000 shares of Series A Common Stock and 1,250,000
shares of Series B Common Stock, as more fully described in
Section B below."
<PAGE>
PROXY
FOOD COURT ENTERTAINMENT NETWORK, INC.
Proxy for Special Meeting of Stockholders
February 27, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints _________
_________ and James N. Perkins and each of them, as attorneys-in-
fact and proxies of the undersigned, with full power of
substitution for and in the name, place and stead of the
undersigned to appear at the Special Meeting of Stockholders of
Food Court Entertainment Network, Inc. (the "Company"), to be
held on the 27th day of February, 1998, and at any postponement
or adjournment thereof, and to vote all of the shares of Series A
Common Stock and Series B Common Stock of the Company which the
undersigned is entitled to vote, with all the powers and
authority the undersigned would possess if personally present.
The undersigned directs that this proxy be voted as follows:
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Special Meeting of Stockholders
FOOD COURT ENTERTAINMENT NETWORK, INC.
February 27, 1998
Please Detach and Mail in Envelope Provided
A [X] Please mark your votes as
in this example.
FOR AGAINST ABSTAIN
1. Approval of a .07143-for-one
Reverse Stock Split. [ ] [ ] [ ]
2. Approval of the proposal to adjourn
the Special Meeting, if necessary, in
the event there are not sufficient
votes at the time of the Special
Meeting to approve the Reverse Stock
Split. [ ] [ ] [ ]
3. To transact such other business as may properly come before
this meeting or any postponement or adjournment thereof.
This proxy will, when properly executed, be voted as
directed. If no directions to the contrary are indicated,
the persons named herein intend to vote for the Reverse
Stock Split and for Adjournment of the Special Meeting, if
necessary.
THE PROXY AGENTS PRESENT AND ACTING IN PERSON OR BY THEIR
SUBSTITUTES (OR IF ONLY ONE IS PRESENT AND ACTING, THEN THAT
ONE) MAY EXERCISE ALL THE POWERS CONFERRED BY THIS PROXY.
DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY AS TO
CERTAIN MATTERS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
The undersigned hereby acknowledges receipt of notice of the
Company's Special Meeting of Stockholders and the Proxy
Statement relating thereto.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED POSTAGE PAID ENVELOPE.
________________________________ ______________________________
Signature Signature if held jointly
Note: Your signature should
appear as your name
appears hereon. When
shares are held by
joint tenants, both
should sign. When
signing as attorney,
executor, admini-
strator, 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
authorized person.
DATE:___________________, 1998
(Please date this Proxy)
