CLUCKCORP INTERNATIONAL, INC.
1250 N.E. Loop 410, Suite 335
San Antonio, Texas 78209
PROXY STATEMENT AND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 30, 1997
To the shareholders of CluckCorp International, Inc.:
A Special Meeting of the shareholders of CluckCorp International, Inc.
(the "Company") will be held at the Company's executive offices, 1250 N.E. Loop
410, Suite 335, San Antonio, Texas 78209, at 9:00 A.M. on September 30, 1997, or
at any adjournment or postponement thereof, for the following purposes:
1. To change the Company's name to "Harvest Restaurant Group, Inc.".
2. To increase the number of authorized shares of Common Stock from
10,000,000 shares to 20,000,000 shares.
3. To transact such other business as may properly come before the
meeting.
Details relating to the above matters are set forth in the attached
Proxy Statement. All shareholders of record of the Company as of the close of
business on August 15, 1997 will be entitled to notice of and to vote the
Special Meeting or at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR
CONVENIENCE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
IF YOU ATTEND THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
William J. Gallagher
Chief Executive Officer
August 22, 1997
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PROXY STATEMENT
CLUCKCORP INTERNATIONAL, INC.
1250 N.E. Loop 410, Suite 335
San Antonio, Texas 78209
Telephone: (210) 824-2496
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 30, 1997
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of CluckCorp International, Inc. (the
"Company"), a Texas corporation, of $.01 par value Common Stock ("Common Stock")
to be voted at a Special Meeting of Shareholders of the Company ("Special
Meeting") to be held at 9:00 A.M. on September 30, 1997, or at any adjournment
or postponement thereof. The Company anticipates that this Proxy Statement and
the accompanying form of proxy will be first mailed or given to all shareholders
of the Company on or about August 22, 1997. The shares represented by all
proxies that are properly executed and submitted will be voted at the meeting in
accordance with the instructions indicated thereon. Unless otherwise directed,
votes will be cast for the proposed change of the Company's name and the
proposed increase in the number of authorized shares of Common Stock. The
holders of a majority of the shares represented at the Special Meeting in person
or by proxy will be required to approve each proposed matter.
Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Special Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on August 15, 1997 has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Special
Meeting. On the record date, there were outstanding (i) 2,366,030 shares of
Common Stock, each share of which entitles the holder thereof to one vote on
each matter which may come before the Special Meeting and (ii) 500,000 shares of
Preferred Stock which are nonvoting except as to matters affecting the rights of
the Preferred Stockholders. Cumulative voting for directors is not permitted.
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A majority of the issued and outstanding shares of Common Stock
entitled to vote, represented at the meeting in person or by proxy, constitutes
a quorum at any shareholders' meeting.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the holdings of
Common Stock by each person who, as of August 15, 1997, holds of record or is
known by the Company to hold beneficially or of record, more than 5% of the
Company's Common Stock, by each director, and by all directors and executive
officers as a group. All shares are owned beneficially and of record. The
address of all persons is in care of the Company at 1250 N.E. Loop 410, Suite
335, San Antonio, Texas 78209.
Number of
Shares of
Common
Stock Owned Percent of
of Record Common Stock
Name and Beneficially Owned
---- ---------------- -----
William J. Gallagher(1)(2) 146,667 5.9%
Larry F. Harris(3) 40,000 *
Sam Bell Steves Rosser(1) 66,666 2.8%
Michael M. Hogan(4) 25,000 1.0%
Theodore M. Heesch(5) 25,000 1.0%
Watermarc Food Management, Inc. 240,000 10.1%
All officers and directors 478,333 20.0%
as a group (6 persons)(2)(3)(4)(5)
* Less than 1%.
- ----------
(1) Messrs. Gallagher and Rosser may be deemed to be "promoters" and "founders"
of the Company as those terms are defined under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.
(2) Includes stock options to purchase 100,000 shares of Common Stock at $6.00
per share.
(3) Represents stock options to purchase 40,000 shares of Common Stock at $6.00
per share.
(4) Represents stock options to purchase 25,000 shares of Common Stock at $6.00
per share.
(5) Represents stock options to purchase 25,000 shares of Common Stock at $6.00
per share.
Proposal to Change the Company's Name to Harvest Restaurant Group, Inc.
The Company proposes to change its name to "Harvest Restaurant Group,
Inc." in order to more closely associate the Company's corporate name with the
operations of its Harvest Rotisserie Restaurants. The Board of Directors
recommends that the stockholders approve the subject proposal.
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PROPOSAL TO INCREASE THE COMPANY'S
AUTHORIZED COMMON STOCK
The Company's Board of Directors has approved, and recommends
stockholder approval for, a proposal to increase the number of authorized shares
of Common Stock from 10,000,000 shares to 20,000,000 shares. The purpose of the
proposed increase of authorized shares is to (i) comply with the Company's
agreement to reserve sufficient shares of Common Stock issuable upon exercise of
outstanding Common Stock purchase warrants and options and upon conversion of
outstanding Convertible Preferred Stock, (ii) allow for the use of newly issued
Common Stock in subsequent public or private securities offerings, and (iii)
provide for the availability of Common Stock in connection with acquisitions of
other companies, entities or assets. The Company has no current understandings
or agreements to issue additional Common Stock in any public or private
securities offerings or for any acquisitions.
OTHER BUSINESS
Management of the Company is not aware of any other matters which are
to be presented to the Special Meeting, nor has it been advised that other
persons will present any such matters. However, if other matters properly come
before the meeting, the individual named in the accompanying proxy shall vote on
such matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
William J. Gallagher
Chief Executive Officer
August 22, 1997
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
CLUCKCORP INTERNATIONAL, INC.
TO BE HELD SEPTEMBER 30, 1997
The undersigned hereby appoints William J. Gallagher as the lawful
agent and Proxy of the undersigned (with all the powers the undersigned would
possess if personally present, including full power of substitution), and hereby
authorizes him to represent and to vote, as designated below, all the shares of
Common Stock of CluckCorp International, Inc. held of record by the undersigned
on August 15, 1997, at the Special Meeting of Shareholders to be held September
30, 1997, or any adjournment or postponement thereof.
1. To Change the Company's name to "Harvest Restaurant Group, Inc.".
FOR _____ AGAINST _____ ABSTAIN _____
2. To increase the number of shares of authorized Common Stock from
10,000,000 shares to 20,000,000 shares.
FOR _____ AGAINST _____ WITHHOLD VOTE _____
3. In his discretion, the Proxy is authorized to vote upon any matters
which may properly come before the Special Meeting, or any adjournment or
postponement thereof.
It is understood that when properly executed, this proxy will be voted
in the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH
IN 1 AND 2 ABOVE.
The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and confirms all that said Proxy may do by virtue hereof.
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Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated:
-------------------------- --------------------------------
Signature
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. --------------------------------
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE SPECIAL
MEETING OF SHAREHOLDERS. _____
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