TPI ENTERPRISES INC, DEF 14A, 1994-04-18

TPI ENTERPRISES INC
DEF 14A, 1994-04-18
EATING PLACES

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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 [ ]

--------------------
[ ] Preliminary Proxy Statement [X] Definitive Proxy Statement
[ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to
240-14a-11 (c) or 240.14a-12

-----------------------

TPI ENTERPRISES, INC.
---------------------
(Name of Registrant as Specified in its Charter)

----------------------

TPI ENTERPRISES, INC
--------------------
(Name of Person(s) Filing Proxy Statement)

-------------------

Payment of Filing Fee (Check the appropriate box):
- --------------------------------------------------

[x] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(1) (10, or
14a-6 (j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11*:
(4) Proposed maximum aggregate value of transaction:

---------------------

* Set forth the amount on which the filing fee is calculated
and state how it was determined.

------------------------

[ ] Check box if any of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and 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 No.:
(3) Filing Party;
(4) Date Filed:

<PAGE>

TPI ENTERPRISES, INC.
PHILLIPS POINT
EAST TOWER, SUITE 909
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA 33401

------------------------
NOTICE OF ANNUAL MEETING
TO BE HELD MAY 19, 1994
------------------------

To all Shareholders of
TPI ENTERPRISES, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of TPI
ENTERPRISES, INC., a New Jersey corporation (the "Company"), will be held at the
Palm Beach Gardens Marriott, 4000 RCA Boulevard, Palm Beach Gardens, Florida, on
May 19, 1994 at the hour of 9:00 a.m., local time, for the following purposes:

1. To elect ten directors of the Company for a one year term.

2. To approve an amendment to the Company's Non-Employee Directors
Stock Option Plan.

3. To ratify the appointment of Deloitte & Touche as independent
auditors for the Company's fiscal year ending December 25, 1994.

4. To transact such other business as may properly come before the
meeting.

Only shareholders of record at the close of business on April 15, 1994 are
entitled to notice of and to vote at such meeting or any adjournment thereof.

ROBERT A. KENNEDY,
Secretary

West Palm Beach, Florida
April 18, 1994

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND RETURN
IT TO THE COMPANY IN THE PREADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
SHAREHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN
NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING
THE MEETING AND VOTING IN PERSON.

<PAGE>

TPI ENTERPRISES, INC.
PHILLIPS POINT
EAST TOWER, SUITE 909
777 SOUTH FLAGLER DRIVE
WEST PALM BEACH, FLORIDA 33401
------------------------
PROXY STATEMENT
------------------------

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of TPI Enterprises, Inc. (the
"Company") for use at the Annual Meeting of Shareholders to be held on May 19,
1994 (the "Annual Meeting"). All proxies duly executed and received will be
voted on all matters presented at the meeting in accordance with the
specifications made in such proxies. In the absence of specified instructions,
proxies so received will be voted FOR the named nominees to the Company's Board
of Directors, FOR approval of the amendment to the Company's Non-Employee
Directors Stock Option Plan and FOR ratification of the reappointment of
Deloitte & Touche as the Company's independent auditors for the fiscal year
ending December 25, 1994. The Board does not know of any other matters that may
be brought before the meeting nor does it foresee or have reason to believe that
proxy holders will have to vote for substitute or alternate nominees. In the
event that any other matter should come before the meeting or any nominee is not
available for election, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies with respect to such matters in
accordance with their best judgment. A proxy may be revoked at any time before
being voted by written notice to such effect received by the Secretary of the
Company before the proxy is voted at the Annual Meeting, by delivery to the
Company of a subsequently dated proxy or by a vote cast in person at the Annual
Meeting by written ballot. The Company will pay the entire expense of soliciting
proxies, which solicitation may be by mail, personal interview, telephone and
telegraph by Directors, officers and employees of the Company. The Company has
retained Kissel-Blake Inc., 25 Broadway, New York, New York as paid solicitors
at a cost of $8,500 plus reimbursement of reasonable out-of-pocket expenses.

The total number of shares of common stock of the Company, par value $.01
per share (the "Common Shares"), outstanding as of April 15, 1994 was
20,297,364. The Common Shares are the only class of securities of the Company
entitled to vote, each share being entitled to one non-cumulative vote. Only
shareholders of record as of the close of business on April 15, 1994 (the
"Record Date") will be entitled to vote at the Annual Meeting. A list of
shareholders entitled to vote at the meeting, arranged alphabetically, will be
available at the meeting for examination by any shareholder.

The holders of a majority of the shares issued and outstanding, whether
present in person or represented by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. A plurality of the total votes
cast in person or by proxy at the Annual Meeting is required for the election of
directors. Abstentions are counted as present in determining whether the quorum
requirement is satisfied. Proxies returned by brokers as "non-votes" on behalf
of shares held in street name because beneficial owners' discretion has been
withheld as to one or more matters on the agenda for the Annual Meeting will not
be treated as present for purposes of determining a quorum for the Annual
Meeting unless they are voted by the broker on at least one matter on the
agenda. In tabulating the vote on the election of directors, abstentions and
non-votes will be disregarded and will have no effect on the outcome of such
vote. The affirmative vote of a majority of the votes cast is required to ratify
the appointment of Deloitte & Touche. In determining whether such proposal has
received the requisite number of affirmative votes, abstentions and broker
non-votes will be disregarded and will have no effect on the outcome of the
vote. The affirmative vote of the holders of a majority of the Common Shares
present in person or by proxy at the Annual Meeting is necessary to approve the
amendment to the Company's Non-Employee Directors Stock Option Plan (the
"Non-Employee Directors Plan"). In determining whether such proposal has
received the requisite number of affirmative votes, abstentions and broker
non-votes will be counted and will have the same effect as a vote against such
proposal.

This Proxy Statement and form of proxy are first being mailed to
shareholders of the Company on or about April 18, 1994.

<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of April 15, 1994, the number and
percentage of shares held by all persons who, to the knowledge of the Company,
are the beneficial owners of more than 5% of the outstanding Common Shares.

<TABLE> <CAPTION>
AMOUNT AND
NATURE OF APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENTAGE
OWNER OR IDENTITY OF GROUP OWNERSHIP OF CLASS
- ------------------------------------------------------------------------------ ------------------- -------------
<S> <C> <C>
Stephen R. Cohen.............................................................. 3,654,432(1) 17.4%
Phillips Point
East Tower, Suite 909
777 South Flagler Drive
West Palm Beach, Florida
C&C Investment Holdings, L.P.................................................. 2,475,144(2) 12.2%
Phillips Point
777 South Flagler Drive
West Palm Beach, Florida
Balanchine Corporation........................................................ 1,500,000(3) 7.4%
P.O. Box 7788
Nassau, Bahamas
Inversiones Macuto, S.A....................................................... 2,475,144(4) 12.2%
Calle 53 Con Avenida Lewis
El Dorado, Panama
Osvaldo Cisneros.............................................................. 3,979,144(5) 19.6%
Aptd. 70519 Los Ruices
Caracus, Venezuela
The Airlie Group L.P.,........................................................ 5,360,911(6) 22.6%
The Bass Management Trust,
Sid R. Bass Management Trust,
Lee M. Bass,
TPI Investors, L.P., and
certain related parties
c/o W. Robert Cotham
2600 First City Bank Tower
Fort Worth, Texas
Thomas M. Taylor.............................................................. 2,604,523(7) 12.2%
201 Main Street
Fort Worth, Texas
American Multi-Cinema, Inc.................................................... 1,475,144(8) 7.3%
106 West 14th Street
Kansas City, Missouri
Eagle Asset Management, Inc................................................... 1,528,000(9) 7.5%
880 Carillon Parkway
St. Petersburg, Florida
College Retirement Equities Fund.............................................. 1,430,200(10) 7.0%
730 Third Avenue
New York, New York
FMR Corp...................................................................... 1,272,306(11) 6.3%
Edward C. Johnson 3d
82 Devonshire Street
Boston, Massachusetts
</TABLE>

(Footnotes on following page)

<PAGE>

(Footnotes for preceding page)

- ---------------

(1) Represents (i) 534,288 Common Shares owned by Mr. Cohen and 2,475,144
Common Shares he may be deemed to beneficially own as the general partner
of C&C Investment Holdings, L.P. ("C&C"), a Delaware limited partnership,
and (ii) 645,000 Common Shares issuable upon the exercise of presently
exercisable options. Mr. Cohen has sole voting and sole dispositive power
over the 534,288 Common Shares and the 645,000 Common Shares issuable upon
exercise of options. Of the 2,475,144 Common Shares, Mr. Cohen may be
deemed to have shared dispositive power over all of such Common Shares,
sole voting power over 1,237,572 of such Common Shares and shared voting
power over 1,237,572 of such Common Shares. The 2,475,144 Common Shares
include 1,000,000 Common Shares purchased by C&C from American
Multi-Cinema, Inc. ("AMC") pursuant to the Stock Sale Agreement (the "Stock
Sale Agreement") dated March 4, 1991 between C&C and AMC and 1,475,144
additional Common Shares (the "Option Shares") currently owned by AMC which
C&C has the option (the "Option") to purchase pursuant to the Option
Agreement (the "Option Agreement") dated March 4, 1991 between C&C and AMC.

(2) On March 4, 1991, C&C was formed, of which Mr. Cohen is the sole general
partner and Inversiones Macuto, S.A. ("Macuto"), a Panama corporation of
which Mr. Cisneros is the sole shareholder, is the sole limited partner of
C&C. On such date, AMC and C&C entered into (i) the Stock Sale Agreement,
pursuant to which C&C purchased from AMC 1,000,000 Common Shares, and (ii)
the Option Agreement, under which AMC granted C&C an option to purchase up
to 1,475,144 Common Shares from AMC pursuant to the Option. C&C has sole
voting power and sole dispositive power over such 2,475,144 Common Shares.
Pursuant to the Agreement of Limited Partnership dated March 4, 1991
forming C&C, Macuto and Mr. Cohen have shared voting power over 1,000,000
Common Shares purchased pursuant to the Stock Sale Agreement and shared
voting power over 237,572 of the Option Shares. Mr. Cohen has sole voting
power over the remaining 1,237,572 Option Shares.

(3) Balanchine Corporation ("Balanchine") is an entity formed by Coutts & Co.
("Coutts"), a Bahamian bank (formerly NatWest International Trust
Corporation). Mr. Cisneros has the right to provide instructions to Coutts
as to matters relating to voting, disposition and receipt of dividends with
respect to the 1,500,000 Common Shares owned by Balanchine. Balanchine may
be deemed to have shared voting and shared dispositive power over such
1,500,000 Common Shares with Mr. Cisneros.

(4) Macuto may be deemed to have shared power to (i) vote 1,000,000 Common
Shares purchased by C&C from AMC on April 25, 1991 pursuant to the Stock
Sale Agreement and 237,572 Common Shares subject to the option, and (ii)
dispose of 1,000,000 Common Shares purchased and 1,475,144 Common Shares
subject to the Option, and accordingly Macuto may be deemed to beneficially
own 2,475,144 Common Shares.

(5) Includes 1,500,000 Common Shares owned by Balanchine over which Mr.
Cisneros has the right to provide instructions as to voting, disposition
and receipt of dividends and thus may be deemed to have shared voting and
shared dispositive power over such Common Shares. Also includes 2,475,144
Common Shares beneficially owned by Macuto of which Mr. Cisneros is the
sole stockholder, and thus he may be deemed to beneficially own any Common
Shares beneficially owned by Macuto. Mr. Cisneros may be deemed to have
shared voting power over 1,237,572 of such Common Shares and shared
dispositive power over all of such Common Shares. Also includes 2,000
Common Shares issuable upon the exercise of presently exercisable options
granted under the Non-Employee Directors Plan and 2,000 Common Shares
issuable upon the exercise of options which become exercisable within sixty
days. Does not include 11,000 Common Shares issuable upon the exercise of
presently non-exercisable option granted pursuant to the Non-Employee
Directors Plan, 2,500 of which are subject to shareholder approval of the
amendment to such Plan.

(6) Includes 1,899,120 Common Shares owned by such reporting persons, 1,092,155
Common Shares obtainable upon conversion of the Company's 8 1/4%
Convertible Subordinated Debentures due 2002 (the "8 1/4% Debentures"),
1,363,636 Common Shares obtainable upon conversion of the Company's 5%
Convertible Senior Subordinated Debentures due 2003 (the "5% Debentures")
and 1,000,000 Common Shares obtainable upon exercise of warrants held by
such reporting persons. Also includes an aggregate 6,000 Common Shares
issuable upon exercise of presently exercisable options held by Messrs.
Taylor, Bratton and Marion.

(7) Includes 1,589,703 Common Shares held by The Airlie Group L.P., over which
Mr. Taylor shares dispositive power through TMT-FW, Inc., an additional
546,154 Common Shares obtainable upon conversion of the Company's 8 1/4%
Debentures held by The Airlie Group L.P., and an additional 466,666 Common
Shares obtainable upon exercise of warrants held by The Airlie Group L.P.
Also includes 2,000 Common Shares issuable upon the exercise of presently
exercisable options. Does not include 13,000 Common Shares obtainable upon
exercise of presently non-exercisable options granted pursuant to the
Non-Employee Directors Plan, 2,500 of which are subject to shareholder
approval of the amendment to such Plan.

(8) Based upon the Schedule 13D Amendment No. 3 of AMC dated May 13, 1991.
Represents 1,475,144 Common Shares over which AMC has shared dispositive
power. Pursuant to the Option Agreement, AMC has granted an irrevocable
proxy to C&C to vote such shares for as long as they are subject to the
Option.

(9) Based upon the Schedule 13G filed by Eagle Asset Management, Inc. with the
SEC on February 7, 1994.

(10) Based upon the Schedule 13G filed by College Retirement Equities Fund with
the SEC on February 15, 1994.

(11) Based upon the Schedule 13G filed by FMR Corp. and Edward C. Johnson 3d
with the SEC on February 11, 1994.

<PAGE>

ELECTION OF DIRECTORS

Ten directors are to be elected at the Annual Meeting to serve for a term
of one year or until their respective successors shall have been elected and
shall have qualified. Except as herein stated, the proxies solicited hereby will
be voted FOR the election of the nominees listed below. All nominees, if
elected, are expected to serve until the next succeeding annual meeting of
shareholders.

The Board has been informed that all persons listed below are willing to
serve as directors, but if any of them should decline or be unable to act as a
director, the named proxies will vote for the election of such other person or
persons as they, in their discretion, may choose. The Board has no reason to
believe that any such nominees will be unable or unwilling to serve.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF THE BELOW
LISTED NOMINEES AS DIRECTORS

The name, age, principal occupation for the last five years, selected
biographical information, and period of previous service as a director of the
Company with respect to each such nominee are set forth below. The principal
occupations listed refer to positions with the Company unless otherwise
indicated.

POSITIONS AND OFFICES PRESENTLY DIRECTOR
NAME AGE HELD WITH THE COMPANY SINCE
- -------------------------- --- ------------------------------------ --------
Stephen R. Cohen(1)....... 51 Chairman of the Board and Director 1976
J. Gary Sharp(1).......... 47 President, Chief Executive Officer 1992
and Director
Frederick W. Burford(1)... 43 Executive Vice President, Chief 1993
Financial Officer and Director
Paul James Siu(1)......... 59 Director 1986
Edwin B. Spievack(1)...... 61 Director 1986
Osvaldo Cisneros(1)....... 53 Director 1992
Thomas M. Taylor(1)....... 51 Director 1993
John L. Marion, Jr.(1).... 32 Director 1993
Douglas K. Bratton(1)..... 35 Director 1993
Lawrence F. Levy(1)....... 50 Director 1993

- ---------------

(1) Pursuant to an agreement dated March 19, 1993, by and among the Company, The
Airlie Group L.P. ("Airlie"), The Bass Management Trust ("BMT"), Sid R. Bass
Management Trust ("SRBMT"), Lee M. Bass ("LMB") and TPI Investors, L.P.
("Investors"), (Airlie, BMT, SRBMT, LMB and Investors are collectively
referred to as the "Purchasers") the Company agreed (i) to increase the size
of the Board and appoint Thomas M. Taylor, John L. Marion, Jr. and Douglas
K. Bratton as Directors and (ii) to seek the resignation or removal of such
other then existing directors so that the Board would consist of (a) Messrs.
Taylor, Marion and Bratton (b) Messrs. Cohen, Sharp and Burford and Cisneros
(collectively, the "Current Directors"), and (c) two of the independent
directors then serving on the Board as chosen by mutual agreement of the
Current Directors and the Purchasers (Messrs. Siu and Spievack) and (d) a
new independent Director as recommended by the Purchasers, and mutually
agreement to by the Current Directors and the Purchasers (Mr. Levy).

Stephen R. Cohen has served as Chairman of the Board of Directors of the
Company since March 1976. He served as Chief Executive Officer of the Company
from March 1976 through March 19, 1993 and as President of the Company from
September 1976 through January 1980.

Mr. Sharp joined the Company in September 1989 when he was elected
President and Chief Operating Officer of TPI Restaurants, Inc., a wholly owned
subsidiary of the Company ("Restaurants"). In March 1993, J. Gary Sharp was
elected President and Chief Executive Officer of the Company. Mr. Sharp was
President of Sharp Concepts Inc. from 1985 through September 1989 and was Vice
President of Shoney's, Inc. from 1981 through 1985.

Mr. Burford joined the Company in November 1991 when he was appointed Vice
President, Chief Financial Officer and Treasurer of Restaurants. In March 1993,
Frederick W. Burford was elected Executive Vice President and Chief Financial
Officer of the Company. From 1988 through 1990,

<PAGE>

Mr. Burford was Vice President and Treasurer of Holiday Corporation, from March
1990 through January 1991 he was Vice President and Controller of The Promus
Companies, Incorporated ("Promus"), and from February 1991 through October 1991,
Vice President, Treasurer and Controller of Promus.

Paul James Siu, who was elected a director of the Company in September
1986, currently serves as principal of Paul Siu & Company, a business consulting
concern. Mr. Siu is also Chairman of Celcor, Inc.

Edwin B. Spievack, who was elected a director of the Company in September
1986, has served since 1982 as President of the North American
Telecommunications Association, an industry trade association. Mr. Spievack also
serves as President of EBSco, Limited, a business consulting concern, and
retains his active status as an attorney. Mr. Spievack is also a director of
Communications World International, Inc.

Osvaldo Cisneros, who was elected a director of the Company in 1992, has
been President of Ocaat, CA, a holding company that operates numerous Pepsi-Cola
plants in Venezuela, since 1984; President of Telefonia Celular, a cellular
telephone company, since 1991; President of Produvisa, a glass company, since
1987; President of Refractarios del Caroni, a brick company, since 1980; and
President of Central Portuguesa, a sugar mill, since 1985.

Thomas M. Taylor, who was elected director of the Company on March 19,
1993, has been President of Thomas M. Taylor & Co., an investment entity, since
May 1985; and President of TMT-FW, Inc., a corporation that serves as one of two
general partners of the general partner of The Airlie Group, L.P., a diversified
investment firm, since October 1989. Mr. Taylor is also Chairman of the Board of
Directors of La Quinta Inns, Inc.

John L. Marion, Jr., who was elected director of the Company on March 19,
1993, has served as an investment advisor for TMT-FW, Inc. and The Airlie Group,
L.P. since 1990. Mr. Marion was previously a research analyst for Salomon
Brothers Inc.

Douglas K. Bratton, who was elected director of the Company on March 19,
1993, has served as an investment advisor for TMT-FW, Inc. and a partner of The
Airlie Group, L.P. since 1989. Prior thereto Mr. Bratton was a Vice President of
Smith Barney Harris Upham & Co.

Lawrence F. Levy is the Chairman of the Boards of The Levy Organization and
Levy Restaurants. Levy Restaurants is a food service company that operates
restaurants and concession facilities and The Levy Organization is involved in a
variety of businesses including, but not limited to, the ownership, management,
leasing and development of commercial real estate. Mr. Levy is also a director
of Chicago Title and Trust Company.

The Board of Directors of the Company held eight (8) meetings and acted by
unanimous consent on three (3) occasions during the year ended December 26,
1993.

Messrs. Spievack, Cisneros and Taylor are members of the Compensation
Committee, which is charged with periodically reviewing and establishing
policies with respect to the compensation of the Company's employees and
recommending to the Board appropriate adjustments therein. The Compensation
Committee held two (2) meetings during the year ended December 26, 1993.

Messrs. Spievack, Siu and Bratton are members of the Audit Committee, which
reviews accounting and financial matters of the Company, including activities of
the Company's independent auditors. The Audit Committee held four (4) meetings
during the year ended December 26, 1993.

Messrs. Cohen, Sharp, Cisneros and Taylor are members of the Nominating
Committee which was formed as of March 26, 1993. This Committee, is responsible
for reviewing the composition of the Board prior to each annual meeting of
shareholders and recommending to the Board changes to such composition.

<PAGE>

No incumbent director during the year ended December 26, 1993 was in
attendance at fewer than 75% of the aggregate of (a) the total number of
meetings of the Board and (b) the total number of meetings held by all
committees of the Board on which he served.

Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"1934 Act") requires the Company's directors, executive officers, and persons
who own more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of the Common Shares and other equity securities of the
Company. Executive officers, directors and beneficial owners of greater than
ten-percent of the Common Shares are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations from certain
reporting persons that no other reports on forms were required for such persons,
during the fiscal year ended December 26, 1993 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with, except for Mr. Cisneros who filed a Form 5
dated February 3, 1993 reporting beneficial ownership, purchases and sales of
Common Shares by his wife, Ella Cisneros, of which Mr. Cisneros disclaims
beneficial ownership, and Mr. Gowan who was late in filing four Form 4 reports
covering 18 transactions subsequent to his retirement from the Company, which
were reported in a Form 5 dated February 9, 1994.

COMPENSATION OF DIRECTORS

During the fiscal year ended December 26, 1993, Messrs. Cisneros, Siu,
Spievack, Taylor, Marion, Bratton and Levy were compensated for their services
as directors of the Company at the rate of $36,000 per annum.

Beginning January 1994, non-employee directors who beneficially own or are
designated to represent 5% or more of the Common Shares are being compensated
for their services as directors of the Company at a reduced rate of $10,000 per
annum, and non-employee directors who beneficially own less than 5% of the
Common Shares and are not designated as representatives of shareholders who
beneficially own 5% or more of the Common Shares are being compensated at a
reduced rate of $25,000. Pursuant to this arrangement, Messrs. Cisneros, Taylor,
Marion and Bratton receive $10,000 per annum and Messrs. Siu, Spievack and Levy
receive $25,000 per annum for their services as directors of the Company.
Pursuant to agreements between The Airlie Group L.P. and each of Messrs. Taylor,
Marion and Bratton, each of such directors pays the fees he receives for his
services as a director of the Company over to The Airline Group L.P.

Pursuant to the Non-Employee Directors Plan, Messrs. Cisneros, Siu,
Spievack, Taylor, Marion, Bratton and Levy were each granted an option to
purchase 10,000 Common Shares, and each new non-employee director will be
granted an option to purchase 10,000 Common Shares at the time such director is
elected to the Board. Under the current terms of the Non-Employee Directors
Plan, an additional option to purchase 2,500 Common Shares is granted to each
non-employee director serving on the Board on the first business day of each
November. Subject to shareholder approval of the amendment to the Non-Employee
Directors Plan adopted by the Board, each Non-Employee Director will be granted
an option to purchase 2,500 Common Shares on the first business day of each
February and August, beginning 1994, provided the director is serving on the
Board on the date of the grant. Grants under the Non-Employee Directors Plan
generally vest in 20% increments each year following the date of grant. Grants
made to non-employee directors on the date the plan was adopted, vested as to
each such director as if the grant had been made when he was elected to the
Board.

No other director receives compensation for his services as such.

<PAGE>

EXECUTIVE COMPENSATION

The Summary Compensation Table set forth below shows the compensation for
the past three fiscal years of each of the Company's six most highly compensated
executive officers, including Mr. Cohen, who served as Chief Executive Officer
through March 19, 1993 and Mr. Sharp, who was elected Chief Executive Officer
after March 19, 1993 and Mr. Gowan, who retired as an executive officer of the
Company on March 30, 1993 (the "Named Executive Officers").

<TABLE>
SUMMARY COMPENSATION TABLE

<CAPTION>
LONG-TERM
COMPENSATION
---------------
ANNUAL COMPENSATION
------------------------------------------- AWARDS
NAME AND OTHER ANNUAL --------------- OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(3) OPTIONS(#)(4) COMPENSATION($)
- ---------------------------------- --------- ----------- --------- ------------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Stephen R. Cohen.................. 1993 774,035 0 0 3,150,000(5)
Chairman of the Board(1) 1992 730,222 200,000 600,000(4) 0
1991 688,888 950,000(2) 0 0
J. Gary Sharp..................... 1993 289,404 0 40,471 0 0
President and Chief Executive 1992 275,620 402,000 49,235 150,000(6) 0
Officer(1) 1991 262,496 151,600 56,189 0 0
Frederick W. Burford.............. 1993 182,438 36,255(7) 0 0
Executive Vice President and 1992 173,750 283,000 160,000(8) 0
Chief Financial Officer 1991 42,500 55,000 30,000 0
Robert Kennedy.................... 1993 313,600 0 0 700,000(5)
Executive Vice President and 1992 313,600 30,000 10,000(9) 0
Secretary 1991 313,600 150,000(2) 0 0
Haney A. Long, Jr................. 1993 202,325 143,954 0 0
Vice President of Procurement 1992 192,690 176,356 100,000(10) 0
and Distribution 1991 183,582 80,391 0 0
Joseph P. Gowan................... 1993 100,611(11) 0 0 2,077,765(12)
Formerly Chief Financial 1992 344,960 30,000 0 0
Officer, Executive Vice 1991 344,960 375,000(2) 0 0
President, Treasurer and
Assistant Secretary(11)
</TABLE>

- ---------------

(1) Mr. Cohen served as Chief Executive Officer of the Company through March
19, 1993, after which Mr. Sharp became Chief Executive Officer.

(2) Includes special cash bonuses approved by the Board upon recommendation of
the Compensation Committee payable to Messrs. Cohen, Gowan and Kennedy in
1991 in the amount of $850,000, $300,000 and $75,000 respectively, for
services rendered by such officers in connection with the Company's
four-and-one-half-year effort to bring the litigation between Siemens
Information Systems, Inc. and the Company to a successful conclusion. Such
bonuses were granted contingent upon the accomplishment of a specified
settlement of the litigation with payment to be made upon receipt of the
settlement funds. On November 12, 1991, such settlement was obtained and
the Company received $43,000,000 in gross proceeds in settlement of such
litigation.

(3) Includes $33,357, $45,158 and $54,204 in moving expenses paid to Mr. Sharp
in 1993, 1992 and 1991 respectively.

(4) Options are presently exercisable.

(5) Includes lump sum payments of $3,150,000 and $700,000 made to Mr. Cohen and
Mr. Kennedy, respectively, on December 31, 1993 upon termination of the
Retirement Plan in connection with an amendment to the employment agreement
with Mr. Cohen and a new employment agreement with Mr. Kennedy, both of
which provided for a reduction in compensation for future services, and in
satisfaction of the Company's obligations under the Retirement Plan.

(6) Options with respect to 100,000 Common Shares become exercisable in 20%
increments annually beginning November 17, 1993; options with respect to
50,000 Common Shares become exercisable in 20% increments beginning
February 5, 1993.

(7) Includes a $30,000 bonus and the fair market value of 500 Common Shares
awarded to Mr. Burford at the time of the award.

(Footnotes continued on following page)

<PAGE>

(Footnotes continued from preceding page)

(8) Options with respect to 100,000 Common Shares become exercisable in 20%
increments annually beginning November 17, 1993; options with respect to
50,000 Common Shares become exercisable in 20% increments annually
beginning February 5, 1993; and options with respect to 10,000 Common
Shares become exercisable annually in 20% increments beginning January 7,
1993.

(9) Options with respect to 10,000 Common Shares become exercisable in 20%
increments annually beginning November 17, 1993.

(10) Options with respect to 50,000 Common Shares become exercisable in 20%
increments annually beginning November 17, 1993; options with respect to
50,000 Common Shares become exercisable in 20% increments annually
beginning February 5, 1993.

(11) Mr. Gowan retired from the Company and resigned from his positions as
director, Chief Financial Officer, Treasurer, Executive Vice President and
Assistant Secretary of the Company effective March 30, 1993.

(12) Includes amount under the Retirement Plan elected to be received in lump
sum payment and compensation received from Mr. Gowan's service as a
consultant to the Company subsequent to his retirement.

The Company has in effect stock option plans pursuant to which options to
purchase Common Shares and stock appreciation rights ("SARs") (rights, granted
in tandem with an option to receive cash payments equal to any appreciation in
value of the shares subject to option from the date of the option grant to the
date of exercise in lieu of exercise of the option) are granted to officers and
other key employees of the Company and its subsidiaries. No options were granted
to the Named Executive Officers in 1993. Of the stock options shown in the
Summary Compensation Table on page 7, none of the options were options with
tandem SARs. No free-standing SARs have been granted under the Company's stock
option plans.

OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE

The following table shows stock option exercises for the Common Shares by
Named Executive Officers during 1993. The table shows the number of shares
covered by both exercisable and non-exercisable stock options as of December 26,
1993, and the values for "in-the-money" options, which represent the positive
spread between the exercise price of any outstanding stock option and the price
of the Common Shares as of December 26, 1993.

<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL END OPTION/SAR VALUES

<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SAR'S IN-THE-MONEY
SHARES AT FISCAL OPTIONS/SAR'S
ACQUIRED ON VALUE YEAR END (#) AT FISCAL YEAR
EXERCISE REALIZED EXERCISABLE/ END ($) EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------------- ----------- --------- -------------------------- ------------------------
<S> <C> <C> <C> <C>
J. Gary Sharp......................... 0 0 60,320/132,580 $157,130/279,595
Stephen R. Cohen...................... 80,000 437,500 645,000/0(1) 2,088,750/0(1)
Frederick W. Burford.................. 0 0 44,000/146,000 108,500/329,000
Robert A. Kennedy..................... 55,000 317,500 55,000/0 245,000/0
Haney A. Long, Jr..................... 35,740 175,113 14,580/92,580 26,345/224,595
Joseph P. Gowan....................... 100,000 562,500 0 0
</TABLE>

- ---------------

(1) Excludes 1,475,144 Common Shares currently owned by AMC which C&C has the
option to purchase pursuant to the Option Agreement. Mr. Cohen is the
general partner and has a 1% pecuniary interest in C&C. Mr. Cohen's
pecuniary interest may vary from 0 to 1,475,144 shares, in accordance with
the terms of the Amended Agreement of Partnership of C&C dated April 22,
1993 between Mr. Cohen and Inversiones Macuto, S.A.

<PAGE>

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

Mr. Stephen R. Cohen is employed by the Company under an employment
agreement expiring December 31, 1997. Pursuant to the terms of the employment
agreement, Mr. Cohen received a minimum annual base salary during fiscal year
1993 of $774,035 and was entitled to an annual increase of no less than 6% of
the minimum level of annual compensation payable to him thereunder. Mr. Cohen's
employment agreement also provided for bonus payments as determined from time to
time by the Board. Mr. Cohen's employment agreement was amended on December 31,
1993. Pursuant to the terms of the employment agreement, as amended, Mr. Cohen
receives a current minimum base salary of $600,000 per annum and will be
entitled to an annual increase of no less than 5% of the minimum level of annual
compensation payable to him thereunder. The amendment provides that Mr. Cohen
will also be entitled to receive an annual bonus in an amount equal to 3.0% of
the increase in the Company's operating profits (as defined in the agreement)
for the calendar year, plus an additional $20,000 for each percentage point
increase (or portion thereof) in the Company's same store nominal sales. Mr.
Cohen's annual bonus may not exceed $250,000. As a result of the Company's
financial performance, Mr. Cohen was not granted a discretionary annual bonus
for 1993.

Mr. J. Gary Sharp is employed by the Company under an employment agreement
expiring on January 13, 1999 at a current minimum base salary of $289,401 per
annum. Pursuant to the terms of the employment agreement, Mr. Sharp is entitled
to an annual increase of no less than 5% of the immediately preceding year's
base salary. Pursuant to the terms of the employment agreement, Mr. Sharp was
entitled to receive an annual bonus for fiscal year 1993 in an amount equal to
4.5% of the increase in Restaurants' profits attributable to restaurants
operations for the calendar year. As a result of the Company's financial
performance in 1993, Mr. Sharp received no annual bonus for 1993. Mr. Sharp's
employment agreement was amended in January 1994. The employment agreement, as
amended, provides for Mr. Sharp to receive an annual bonus in an amount equal to
2.7% of the increase in the Company's operating profits (as defined in the
agreement) for the calendar year, plus an additional $28,000 for each percentage
point increase (or portion thereof) in the Company's same store nominal sales.

Pursuant to the amended employment agreement, in January 1994 Mr. Sharp was
granted 100,000 stock options expiring December 31, 1998 with an exercise price
of $9.75, the closing market price of the Company's common stock on January 13,
1994, the date of his amended employment agreement. The options do not begin to
vest until the market price of the Common Stock exceeds $18 per share for twenty
consecutive trading days, at which time 10% will vest. The options then vest in
10% increments each time the stock price increases by $1 and retains such
increase for twenty consecutive trading days.

In addition, Mr. Sharp's employment agreement was amended to provide for a
discretionary annual grant of up to 50,000 stock options with a ten-year term
that vest pro rata over the five years following the grant with an exercise
price equal to the market price of the Company's common stock on the date of
grant. Any such grant will be based on a review of the Company's financial
performance during such year.

The employment agreement, as amended, provides that in the event that Mr.
Sharp's employment with the Company is terminated without cause or Mr. Sharp
terminates his employment after a material breach of the employment agreement by
the Company that is not remedied, the Company shall pay Mr. Sharp his full base
salary at the rate then in effect until January 13, 1999.

Mr. Robert A. Kennedy is employed by the Company under an employment
agreement expiring January 1, 1995 at a current minimum base salary of $225,000
per annum. Mr. Kennedy also receives such bonus payments as determined from time
to time by the Board.

Mr. Frederick W. Burford is employed by the Company under an employment
agreement expiring September 30, 1994 at a current minimum base salary of
$192,938 per annum. Pursuant to the terms of the employment agreement, Mr.
Burford is entitled to a 5% increase in annual salary for the term of the
agreement. Pursuant to the employment agreement, Mr. Burford is also entitled to
receive an annual bonus of the amount equal to 2.5% of the increase in
Restaurants' operating profits attributable to restaurants operations for the
calendar year, and $30,000 to be paid annually beginning January 1, 1993 or at
such time as bonuses are normally paid. In the event that the employment
agreement is terminated by Restaurants without cause or by Mr. Burford as a
result of a substantial change in his duties, title, reporting relationship
within Restaurants or a change in the principal place of business of
Restaurants, he shall be paid, as severance, one year's salary based on the
compensation in effect on the

<PAGE>

date of termination, payable monthly, his bonus accrued through the date of
termination and $90,000 less any annual $30,000 bonus compensation previously
paid to him. Mr. Burford is currently discussing with the Company an amendment
to his employment agreement.

In 1984, the Company entered into written agreements with each of Messrs.
Cohen and Kennedy, pursuant to which, in the event the Company terminates the
employment of any of them, other than for cause, following a change in control,
or any such person voluntarily terminates such employment within 180 days
subsequent to a change in control, the Company shall be obligated to pay to each
such person an amount of money equal to three years base compensation. Payment
would be made in a lump sum upon cessation of employment or, at the employee's
option, in equal monthly installments over a three year period. Change in
control is defined under such agreements as either the acquisition by a person
or group of persons acting in concert of 35% or more beneficial ownership of the
Company's voting securities or a change in the majority composition of the
Board. Base annual salaries currently payable to Messrs. Cohen and Kennedy are
$600,000 and $225,000, respectively.

In November 1992, the Company entered into an agreement with Mr. Kennedy,
which was amended on December 31, 1993. The agreement, as amended, provides that
if his employment is terminated by the Company prior to five years after the
date of the agreement, other than for cause, the Company shall pay him a lump
sum equal to (i) $320,000 if such termination occurs within three years after
November 19, 1992, (ii) $213,333 if such termination occurs more than three
years but less than four years after November 19, 1992 and (iii) $106,666 if
such termination occurs more than four but less than five years after November
19, 1992. Pursuant to the agreement, the employee shall not receive such
payments if (i) he is terminated for cause, (ii) if he voluntarily terminates
his employment with the Company or (iii) he receives the payment described in
the preceding paragraph. A termination by the employee of his employment within
30 days following a significant reduction in the employee's base salary or
benefits which is not proportionate to similar reductions for other members of
the Company's management is not considered a voluntary termination for purposes
of the agreement.

On March 30, 1993, the Company entered into a termination agreement with
Mr. Joseph P. Gowan which provided that Mr. Gowan retire from the Company and
resign from his positions as director and officer of the Company and Restaurants
effective such date. Mr. Gowan acted as a consultant for the Company in
connection with the sale of the 50% partnership interest of TPI Entertainment,
Inc. ("Entertainment") in Exhibition Enterprises Partnership ("EEP") as well as
other matters, and received $227,223 as compensation for such services. Mr.
Gowan received his retirement benefits on March 30, 1993 in a single lump sum
payment of $1,850,542 and continues to receive his medical and life insurance
benefits through June 1994, pursuant to the terms of the termination agreement.

The Company's 1982 Stock Option Plan (the "1982 Plan"), 1983 Stock Option
Plan (the "1993 Plan"), 1984 Stock Option Plan (the "1984 Plan"), 1992 Stock
Option and Incentive Plan (the "1992 Plan") and Non-Employee Directors Plan
(each, an "Option Plan," and collectively the "Option Plans") contain certain
change in control provisions. The Option Plans, except for the Non-Employee
Directors Plan, provide that the stock option agreement may provide that if the
holder of an option under such Option Plan is an employee of a subsidiary of the
Company and such subsidiary ceases to be a subsidiary of the Company, such
option shall be treated as if the employment of the holder was terminated
otherwise than by reason of death, voluntarily or for cause, as provided in such
Option Plans. Under the 1984 Plan and the 1992 Plan, the Stock Option Committee
may provide (and under the 1982 Plan, the Board or the Stock Option Committee is
authorized to provide) that an option may become exercisable immediately upon a
change in control of the Company. The Non-Employee Directors Plan also provides
for acceleration of the exercisability of options in the event of a change in
control of the Company. Under the 1982 Plan, the 1983 Plan and the 1984 Plan, a
change in control shall be deemed to occur if any person is or becomes the
beneficial owner, directly or indirectly, of at least 35% of the Company's
outstanding voting securities, or in the event of a change in the majority
composition of the Board. Under the 1992 Plan and the Non-Employee Directors
Plan, a change in control shall be deemed to occur if any person is or becomes
the beneficial owner, directly or indirectly, of at least 50% of the Company's
outstanding voting securities, or in the event of a change in the majority
composition of the Board. The 1982 Plan, the 1983 Plan and the 1984 Plan, but
not the options previously granted under such Option Plans, terminated on
September 1, 1991, May 9, 1994 and December 8, 1993, respectively, in accordance
with their terms.

<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of April 15, 1994, the number and
percentage of outstanding Common Shares beneficially owned by directors,
nominees, each of the Named Executive Officers, and directors and executive
officers as a group. The number of Common Shares owned are those "beneficially
owned," as determined under Rule 13d-3 promulgated by the SEC under the
Securities and Exchange Act of 1934, as amended, and information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which a person, directly
or indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has sole or shared voting power or investment power, and also any
shares that the person has the right to acquire within 60 days of the Record
Date through the exercise of any option, warrant or right, through conversion of
any security, or pursuant to the automatic termination or power of revocation of
a trust, discretionary account or similar arrangement.

<TABLE> <CAPTION>
COMMON SHARES
BENEFICIALLY OWNED AND
APPROXIMATE PERCENTAGE
OF CLASS AS OF APRIL
NAME 15, 1994
- -------------------------------------------------------------------------------------- ----------------------
<S> <C>
Stephen R. Cohen...................................................................... 3,654,432(1) 17.4%
J. Gary Sharp......................................................................... 116,275(2) *
Frederick W. Burford.................................................................. 53,442(3) *
Paul J. Siu........................................................................... 11,800(4) *
Edwin B. Spievack..................................................................... 12,500(5) *
Osvaldo Cisneros...................................................................... 3,979,144(6) 19.6%
Thomas M. Taylor...................................................................... 2,604,523(7) 12.2%
John L. Marion, Jr.................................................................... 9,500(8) *
Douglas K. Bratton.................................................................... 142,785(9) *
Lawrence F. Levy...................................................................... 2,000(10) *
Robert A. Kennedy..................................................................... 88,514(11) *
Haney A. Long......................................................................... 30,843(12) *
All executive officers and directors as a group (14 persons)(13)...................... 8,238,243 36.9%
</TABLE>

- ---------------

* Less than one (1%) percent.

(1) Represents (i) 534,288 Common Shares owned by Mr. Cohen and 2,475,144
Common Shares he may be deemed to beneficially own as the general partner
of C&C, and (ii) 645,000 Common Shares issuable upon the exercise of
presently exercisable options. Mr. Cohen has sole voting and sole
dispositive power over the 534,288 Common Shares and the 645,000 Common
Shares issuable upon exercise of options. Of the 2,475,144 Common Shares,
Mr. Cohen may be deemed to have shared dispositive power over all of such
Common Shares, sole voting power over 1,237,572 of such Common Shares and
shared voting power over 1,237,572 of such Common Shares.

(2) Represents (i) 45,955 Common Shares owned by Mr. Sharp, and (ii) 70,320
Common Shares issuable upon the exercise of presently exercisable options.

(3) Represents (i) 2,827 Common Shares owned by Mr. Burford, (ii) 46,000 Common
Shares issuable upon the exercise of presently exercisable options and
(iii) 4,615 Common Shares issuable upon conversion of 8 1/4% Debentures of
the Company.

(4) Represents (i) 1,800 Common Shares owned by Mr. Siu, and (ii) 10,000 Common
Shares issuable upon the exercise of presently exercisable options. Does
not include 5,000 Common Shares obtainable upon exercise of presently
non-exercisable options granted pursuant to the Non-Employee Director Plan,
2,500 of which are subject to shareholder approval of the amendment to such
Plan.

(5) Represents (i) 2,500 Common Shares owned by Mr. Spievack, and (ii) 10,000
Common Shares issuable upon the exercise of presently exercisable options.
Does not include 5,000 Common Shares obtainable upon exercise of presently
non-exercisable options granted pursuant to the Non-Employee Director Plan,
2,500 of which are subject to shareholder approval of the amendment to such
Plan.

(Footnotes continued on following page)

<PAGE>

(Footnotes continued from preceding page)

(6) Includes 1,500,000 Common Shares owned by Balanchine over which Mr.
Cisneros has the right to provide instructions as to voting, disposition
and receipt of dividends and thus may be deemed to have shared voting and
shared dispositive power over such Common Shares. Also includes 2,475,144
Common Shares beneficially owned by Macuto of which Mr. Cisneros is the
sole stockholder, and thus he may be deemed to beneficially own any Common
Shares beneficially owned by Macuto. Mr. Cisneros may be deemed to have
shared voting power over 1,237,572 of such Common Shares and shared
dispositive power over all of such Common Shares. Also includes 2,000
Common Shares issuable upon the exercise of presently exercisable options,
and 2,000 Common Shares issuable upon the exercise of options which become
exercisable within sixty days. Does not include 11,000 Common Shares
obtainable upon exercise of presently non-exercisable options granted
pursuant to the Non-Employee Director Plan, 2,500 of which are subject to
shareholder approval of the amendment to such Plan.

(8) Includes 7,500 Common Shares and 2,000 Common Shares issuable upon the
exercise of presently exercisable options. Does not include 13,000 Common
Shares obtainable upon exercise of presently non-exercisable options
granted pursuant to the Non-Employee Directors Plan, 2,500 of which are
subject to shareholder approval of the amendment to such Plan.

(9) Includes 6,834 Common Shares, 91,618 Common Shares obtainable upon
conversion of the Company's 5% Debentures and 35,833 Common Shares
obtainable upon exercise of warrants, all held by TPI Investors, L.P., over
which Mr. Bratton has sole voting and dispositive power. Also includes
1,000 Common Shares owned by Mr. Bratton and 5,500 Common Shares owned by
Mr. Bratton and his spouse, as joint tenants, and 2,000 Common Shares
issuable upon the exercise of presently exercisable options. Does not
include 500 Common Shares held in a trust for the benefit of Mr. Bratton's
minor son. Does not include 13,000 Common Shares obtainable upon exercise
of presently non-exercisable options granted pursuant to the Non-Employee
Directors Plan, 2,500 of which are subject to shareholder approval of the
amendment to such Plan.

(10) Includes 2,000 Common Shares issuable upon the exercise of options granted
under the Non-Employee Directors Plan, which become exercisable within
sixty days. Does not include 13,000 Common Shares obtainable upon exercise
of presently non-exercisable options granted pursuant to the Non-Employee
Directors Plan, 2,500 of which are subject to shareholder approval of the
amendment to such Plan.

(11) Represents (i) 31,207 Common Shares owned by Mr. Kennedy, (ii) 55,000
Common Shares issuable upon the exercise of presently exercisable options
and (iii) 2,307 Common Shares issuable upon conversion of the Company's 8
1/4% Debentures.

(12) Represents (i) 1,600 Common Shares owned by Mr. Long, (ii) 48 Common Shares
owned indirectly by Mr. Long pursuant to the 1989 Employee Stock Purchase
Plan, (iii) 24,580 Common Shares issuable upon the exercise of presently
exercisable options and (iv) 4,615 Common Shares issuable upon conversion
of the Company's 8 1/4% Debentures.

(13) All officers and directors as a group are 14 in number and beneficially own
8,238,243 Common Shares (36.9%) as of April 15, 1994.

<PAGE>

COMPENSATION COMMITTEE REPORT

The undersigned members of the Compensation Committee of the Company's
Board (the "Committee"), all of whom are independent, nonemployee members of the
Board, are pleased to present to the shareholders of the Company this report
concerning the compensation of the Company's executive officers. The role of the
Committee in this matter is to establish or approve both the broad principles
underlying the compensation program for executive officers and the specific
application of these principles to each executive officer's compensation
package.

COMPENSATION PHILOSOPHY

The Committee believes that the Board of Directors can best meet its
primary responsibility to shareholders of the Company--to enhance short-term and
long-term profitability of the Company--by attracting, retaining and motivating
management of the highest quality. A competitive and fair compensation program
that provides appropriate incentive to management is essential to the attainment
of this goal.

The Company's compensation program has three principal components: annual
base salary and fringe benefit plans, short-term incentives consisting of annual
bonuses and long-term incentives consisting of grants of stock options under the
Company's 1992 Stock Option and Incentive Plan (the "Option Plan"). The annual
bonuses are generally linked to Company performance based on formulae which the
Committee believes align the interests of the executive officers with those of
shareholders. Option grants are based to some extent on historical performance
but primarily on the Stock Option Committee's subjective assessment of the
executive officer's (and other employees') likely ability to contribute to the
growth of the Company over the term of the option (after taking into
consideration the executive officer's existing employee stock options). The
members of the Committee also constitute the members of the Stock Option
Committee. In view of the Company's financial performance in 1993, no options
were granted in 1993 under the Option Plan. The Company has historically placed
particular emphasis on its annual bonuses and its option plans, in the belief
that meaningful participation in the Company's success is an effective and fair
means of retaining and motivating its executive officers.

COMPENSATION PROGRAM COMPONENTS

Salary. As noted above, annual base salary is one component of the
Company's compensation program. In formulating base salaries, the Company
balances its need to attract top quality executive officers with its desire to
provide these officers with sufficient incentive to perform in a way that
enhances corporate performance. The result is that the base salary for each
executive officer is designed to represent only a part of that officer's
compensation package. For certain executive officers, the base salary is set
forth in an employment agreement for such officer which generally provides for
annual increases at a specified rate during the term of the agreement. (As
discussed below, the employment contract of the Chairman of the Board was
amended to, among other things, substantially reduce his base salary and the
rate at which such base salary will increase in future years.) Other executive
officers receive salaries not set forth in a contract. The percentage of total
compensation for executive officers represented by base salary varies from year
to year because the incentive-based component of executive compensation varies
from year to year. Executive officers are also permitted to participate in other
designated fringe benefit plans.

Short-term incentives. Annual bonuses represent a second component of each
executive officer's total compensation. Certain of the executive officers
receive annual bonuses equal to a percentage of the increase in the Company's
profits attributable to operations for the year over profits for the prior year
generally pursuant to formulae set forth in their employment agreements with the
Company. (As discussed below, at the end of 1993, the Committee decided to
renegotiate the manner in which annual bonuses are calculated for the Chairman
of the Board and the Chief Executive Officer of the Company.) In the case of
formula bonuses, the annual bonus component of total compensation is directly
dependent upon certain measures (as described below) of Company performance that
were determined at the time

<PAGE>

the contracts were negotiated with the executive officer. Other executive
officers have, in past years, received annual bonuses at the discretion of the
Committee based on the Committee's annual assessment of the executive's
contribution to the success of the Company for the year. In both cases, the
annual bonus component of the executive's total compensation package reflects
the Company's philosophy of providing its executive officers with proper
incentives tied to corporate performance. As a result of the Company's financial
results in 1993, no executive officers received annual bonuses for such year
either pursuant to formulae in their employment agreements or at the discretion
of the Committee.

Long-term incentives. The long-term incentive component of executive
compensation is equity-based and consists of the award of stock options to the
executive officers (as well as many other employees of the Company), which
grants are made by and at the discretion of the Stock Option Committee of the
Company's Board of Directors. The stock options are granted with an exercise
price equal to not less than the market value of shares of the Company's common
stock on the date of grant. The Committee believes the stock options (together
with any options previously granted) primarily represent compensation that will
be earned by the executive officer for his service over a period of up to ten
years (the period during which such options may be exercised). As indicated
above, no options were granted in 1993 as a result of the Company's financial
performance.

1993 Compensation of the Company's Chairman of the Board and Chief
Executive Officer. Mr. Stephen R. Cohen is the Chairman of the Board of
Directors of the Company and has served the Company in that role for 16 years.
He also served as Chief Executive Officer of the Company until March 19, 1993,
on which date Mr. J. Gary Sharp was promoted to that position in connection with
the disposition of the Company's remaining interest in the movie exhibition
business and its increased focus on its core restaurant business.

1993 Initiatives to Restructure Compensation. In 1993, the Committee
initiated an effort to restructure the compensation of Messrs. Cohen and Sharp.
The purpose of this restructuring was generally to (a) reduce costs and (b)
align the executive's incentive compensation with achievement of objective
performance targets, which the Committee judged to be more appropriate than
existing standards and to be in the interests of the Company and its
shareholders. Specifically, in the case of Mr. Cohen, the Committee's objectives
in the amendment to his contract, which was executed on December 31, 1993, were
to (a) substantially reduce his base salary to reduce nonperformance based
compensation costs, (b) terminate the Company's Non-Qualified Retirement Plan
for Senior Executives and satisfy the Company's obligations thereunder to Mr.
Cohen (and the other two participants under the plan) at a substantial discount
compared to the earned benefit and (c) provide that Mr. Cohen's bonus be
specifically tied to objective performance standards (improvements in operating
profits and same store sales as described below), rather than be at the
discretion of the Company. In the case of Mr. Sharp, the Committee's objectives
in the amendment to his contract, which was executed on January 13, 1994, were
to (a) reduce the reliance for purposes of Mr. Sharp's bonus on operating profit
and add, as a criteria for the bonus, improvements in same store sales, which
mix of objective targets the Committee believed would be a better indication of
contribution to long-term growth, (b) grant a significant number of options
contingent on meeting certain improvements in the market price of the Common
Stock as discussed below and (c) to extend Mr. Sharp's contract until 1999.

Compensation of Stephen R. Cohen. Mr. Cohen's base salary for 1993 was
increased by $43,813 or 6% over his 1992 base salary. Mr. Cohen received this
salary increase pursuant to the terms of his employment agreement with the
Company which was initially entered into in 1987. Effective December 31, 1993
the Company and Mr. Cohen entered into an amendment to Mr. Cohen's employment
agreement which provides that his annual base salary for 1994 is $600,000 (which
represents a reduction of $220,477 or 27% from the salary to which he would have
been entitled prior to the amendment) and his base salary shall increase by 5%
(as opposed to 6% prior to the amendment) for each succeeding year during his
term of employment.

As a result of the financial performance of the Company, Mr. Cohen was not
granted a discretionary annual bonus for 1993. Pursuant to the amendment to his
employment agreement, his annual bonus

<PAGE>

for years following 1993 was revised to be based on a formula tied to
improvement in operating profits (as defined in the agreement) and same store
sales. Beginning in 1994, he will receive an annual bonus equal to 3% of the
increase in the Company's operating profits over operating profits for the prior
year and $20,000 for each percentage point increase (or portion thereof) in the
Company's same store nominal sales.

Mr. Cohen did not receive any stock option grants in 1993.

On December 31, 1993 the Company terminated its retirement plan and made
certain payments to the three remaining participants under such plan (including
Mr. Cohen) in full satisfaction of the Company's obligation under that plan. If
Mr. Cohen had retired as of December 31, 1993, Mr. Cohen would have been
entitled to receive a cash payment of $4,125,584. Mr. Cohen received a payment
in the amount of $3,150,000, which was 24% less than the amount he would have
received if he had retired at such date. The payment was made in partial
consideration of his agreeing to amend his employment agreement to provide for a
reduced annual base salary.

Compensation of J. Gary Sharp. Mr. Sharp's base salary for 1993 was
increased by $13,781 or 5% over his 1992 base salary. Mr. Sharp received this
salary increase pursuant to the terms of his employment agreement with the
Company which was initially entered into in 1989. As of January 13, 1994 the
Company and Mr. Sharp entered into an amendment to Mr. Sharp's employment
agreement which provides that his annual base salary for 1994 is $289,402 and
his base salary shall increase by not less than 5% for each succeeding year
during his term of employment.

Pursuant to his employment contract prior to its amendment, Mr. Sharp
received an annual bonus equal to 4.5% of the increase in the Company's
operating profits for the calendar year just ended over the Company's operating
profits for the prior year. As a result of the financial performance of the
Company in 1993, Mr. Sharp received no annual bonus for such year. The amendment
to Mr. Sharp's employment agreement revised the above formula for his annual
bonus for 1994 and succeeding years to reduce the percentage to 2.7%, and
substitute for the remaining portion of the bonus the stock options described
below and a bonus of $28,000 for each percentage point increase (or portion
thereof) in the Company's same store nominal sales. It was the Committee's
judgment that these two different objective performance criteria (together with
the options described below) would provide a better incentive for contribution
to long-term growth.

Mr. Sharp did not receive any stock option grants in 1993, although, as
discussed below, the Company granted the options described below in early 1994.

Pursuant to the amended employment agreement, in January 1994 Mr. Sharp was
granted 100,000 stock options expiring December 31, 1998 with an exercise price
of $9.75, the closing market price of the Company's common stock on January 13,
1994, the date of his amended employment agreement. The options do not begin to
vest until the market price of the common stock exceeds $18 per share for twenty
consecutive trading days, at which time 10% will vest. The options then vest in
10% increments each time the stock price increases by $1 and retains such
increase for twenty consecutive trading days.

Internal Revenue Code. On August 10, 1993, the Omnibus Budget
Reconciliation Act of 1993 was signed into law (the "Revenue Act"). The Revenue
Act limits the deductibility of certain compensation in excess of $1 million per
year paid by a publicly traded corporation to an employee of such corporation
for years following 1993. Under the Revenue Act, compensation which is payable
under a written contract that was in effect before February 17, 1993, or which
qualifies as "performance-based" compensation is exempt from the $1 million
deductibility limitation. The Committee is aware of the

<PAGE>

applicable provisions of the Revenue Act and intends to review their application
to the Company's executive compensation program as it, from time to time,
considers compensation issues.

OSVALDO CISNEROS
EDWIN B. SPIEVACK
THOMAS M. TAYLOR

Compensation Committee Members

PERFORMANCE OF THE COMPANY'S COMMON SHARES

Set forth below is a line graph comparing the total cumulative return of
the Company's Common Shares to the Standard & Poor's 500 Stock Index (the "S&P
500 Index") and the Standard & Poor's 500 Restaurant Index (the "S&P 500
Restaurant Index").

Comparison of Five-Year Cumulative Total Return (1)
For TPI Enterprises, The S&P 500 Index,
and The S&P Restaurant Index (2)

12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
-------- -------- -------- -------- -------- --------
TPIE 100 161 114 131 189 220
S&P 500 100 143 124 168 215 251
S&P Restaurants 100 132 127 166 179 197

(1) $100 invested on 12/31/88 in stock or index - including reinvestment of
dividends.

(2) The S&P 500 Restaurant Index is comprised of Luby's Cafeterias, Inc.,
McDonald's Corp., Ryan's Family Steak Houses, Inc., Shoney's, Inc., and
Wendy's International, Inc.

<PAGE>

RETIREMENT PLAN

In August 1989, the Board approved and adopted a nonqualified retirement
plan (the "Retirement Plan"), effective August 15, 1989, for certain senior
executives. Pursuant to the Retirement Plan, executives were selected from time
to time by the Board to participate. The Retirement Plan was terminated by the
Board on December 31, 1993 and an aggregate of $4,225,000 was paid out to
participants in full satisfaction of the Company's obligations and liabilities
under such plan. Two of the Named Executive Officers, Messrs. Cohen and Kennedy,
participated in the Retirement Plan and received lump sum payments of $3,150,000
and $700,000 respectively, upon termination of the Retirement Plan. Such
payments were made in conjunction with Mr. Cohen agreeing to a reduction in
salary under his employment agreement and Mr. Kennedy agreeing to a reduction in
salary under his new employment agreement. The lump sum payments to Messrs.
Cohen and Kennedy reflect a substantial reduction in the amount to which they
would have been entitled under the Retirement Plan had they retired as of such
date. In connection with receiving a payout under the Retirement Plan, each of
Messrs. Cohen and Kennedy entered into an agreement with the Company,
acknowledging that such participant is not entitled to any additional benefits
under the Retirement Plan and agreeing to render future services to the Company
at a reduced salary in consideration of the payout.

Mr. Gowan retired from the Company on March 30, 1993 and on such date
received a lump sum payment under the Retirement Plan in the amount of
$1,850,542. As of such date, Mr. Gowan had 16 credited years of service with the
Company.

CERTAIN TRANSACTIONS

TRANSACTION WITH THE AIRLIE GROUP, L.P.

On March 19, 1993, The Airlie Group, L.P., The Bass Management Trust, Sid
R. Bass Management Trust, Lee M. Bass and TPI Investors, L.P. and certain
related parties (collectively, the "Purchasers"), made an investment in the
Company of $30 million through an arm's-length transaction with the Company. The
investment includes the issuance of (i) $15 million aggregate principal amount
of 5% Convertible Senior Subordinated Debentures due 2003 of the Company
convertible into Common Shares at $11 per share, (ii) warrants to purchase 1
million Common Shares at $11 per share and (iii) 1.5 million Common Shares at
$10 per share. As part of the transaction, the Company agreed to have its Board
consist of ten directors comprised of (i) Messrs. Taylor, Bratton and Marion,
(ii) Messrs. Cohen, Sharp, Burford and Cisneros (collectively, the "Current
Directors"), (iii) two of the previous independent Directors as agreed to by the
Purchasers and the Current Directors (chosen to be Messrs. Siu and Spievack) and
(iv) a new independent Director recommended by the Purchasers and agreed to by
the Purchasers and the Current Directors (chosen to be Mr. Levy). In addition,
in connection with the transaction, the Executive Committee was reconstituted to
be comprised of Messrs. Cohen, Sharp, Cisneros and Taylor and the Nominating
Committee was formed with the same members. See "Election of Directors."

SALE OF PARTNERSHIP INTEREST OF ENTERTAINMENT

On May 28, 1993 the Company completed the sale of its 50% interest EEP to
Cinema Enterprises, Inc., a subsidiary of American Multi-Cinema, Inc. ("AMC")
for $17.5 million in cash in an arms-length transaction. Cinema Enterprises,
Inc., previously owned the other 50% interest in EEP. The Company recognized a
pre-tax gain of $8,585,000 as a result of the sale.

ACQUISITION OF WPB RESTAURANTS, INC.

On July 21, 1993, the Company, through a wholly-owned subsidiary, acquired
the stock of WPB Restaurants, Inc. ("WPB") which operated three Shoney's
restaurants, including one owned and two leased locations. Also included in the
acquisition were the exclusive rights to operate Shoney's restaurants in the
surrounding northern Palm Beach County, Florida area. The purchase price of
$4,860,000 included the issuance of 94,300 Common Shares at $9.49 per share, the
weighted average price for the prior twenty days. In conjunction with this
transaction, the Company agreed to purchase

<PAGE>

the land and building of a leased restaurant location in Jupiter, Florida for
$1,240,000. Mr. Sharp was a 20% shareholder in WPB and had a 50% interest in the
land and building acquired. The terms of these transactions were agreed upon
through arms-length negotiations, and in the opinion of management, are
comparable to those which would have been obtainable from unaffiliated sources.
The Company engaged the service of an independent appraisal company to review
the fairness of the transactions.

APPROVAL OF THE AMENDMENT TO THE
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

GENERAL

On November 17, 1992, the Board adopted the Non-Employee Directors Plan.
The Non-Employee Directors Plan was ratified by the Company's shareholders at
the Annual Meeting on June 15, 1993. The Non-Employee Directors Plan is designed
to advance the interests of the Company by inducing persons of outstanding
ability and potential to join and remain with the Company or any of its
subsidiaries as directors, by encouraging and enabling non-employee directors to
acquire proprietary interests in the Company and by providing participating
non-employee directors with additional incentive to promote the success of the
Company.

The New Plan Benefits Table provided below sets forth the amounts that will
be received by or allocated to each of the persons or groups specified for the
1994 fiscal year if the amendment to the Non-Employee Directors Plan is in
effect. Awards granted for the 1993 fiscal year are described under
"Compensation of Directors."

<TABLE>
NEW PLAN BENEFITS

<CAPTION>
NON-EMPLOYEE DIRECTORS PLAN
----------------------------
DOLLAR NUMBER OF
NAME AND POSITION VALUE($)(1) OPTIONS(2)
- ------------------------------------------------------------------------------------------ --------------- -----------
<S> <C> <C>
Non-Executive Director Group.............................................................. 0 35,000
(7 persons)
All Others................................................................................ 0 0
</TABLE>

- ---------------

(1) All options granted under the Non-Employee Directors Plan have an exercise
price equal to the fair market value of the Common Shares on the date of
grant. As optionees must pay the exercise price to the Company to acquire
the shares upon exercise of the option, the dollar value of benefits to be
received by or allocated to the optionees on the grant date will be zero.

(2) Includes 2,500 options to be granted to each of the Non-Employee Directors
effective February 1, 1994 and 2,500 options to be granted to each of the
Non-Employee Directors effective August 1, 1994, subject to shareholder
approval of the amendment to the Non-Employee Directors Plan.

SUMMARY OF THE PLAN

The following summary of certain features of the Non-Employee Directors
Plan, as amended subject to shareholder approval, is qualified in its entirety
by reference to the Non-Employee Directors Plan, which is attached hereto as
Annex A.

Pursuant to the terms of the Non-Employee Directors Plan, members of the
Board who are not employees of the Company or any of its subsidiaries
("Non-Employee Directors") receive automatic awards of nonqualified stock
options. As of April 15, 1994, seven individuals were eligible to receive grants
of awards under the Non-Employee Directors Plan.

The Company has reserved 150,000 Common Shares for issuance of awards under
the Non-Employee Directors Plan (subject to antidilution and similar
adjustments). As of April 14, 1994, the closing price per share of the Common
Shares as reported on the Nasdaq National Market was $7.125.

<PAGE>

The Non-Employee Directors Plan is administered, by a committee (the "Plan
Committee"), established by the Board, and is administered at all times to
satisfy the provisions of Rule 16b-3 under the 1934 Act. The Plan Committee,
subject to and not inconsistent with the express provisions of the Non-Employee
Directors Plan, administers and interprets the Non-Employee Directors Plan and
adopt rules and regulations related thereto. On November 17, 1992 (the "Initial
Grant Date"), each Non-Employee Director serving on the Board as of that date
was automatically granted an option to purchase 10,000 Common Shares. Each new
Non-Employee Director will be granted an option to purchase 10,000 Common Shares
at the time such new Non-Employee Director is elected to the Board. Under the
existing Plan, on the first business day of each November, an additional award
option to purchase 2,500 Common Shares is automatically granted to each
Non-Employee Director serving on the Board on such date. Subject to shareholder
approval of the amendment to the Plan, instead of the November grant under the
existing plan, on the first business day of each February and August beginning
in 1994, each Non-Employee Director serving on the Board on such date will
automatically be granted an additional award option to purchase 2,500 Common
Shares. The Board of Directors determined to recommend shareholder approval of
the amendment to the Non-Employees Directors Plan for the automatic grant of
such additional options, in light of the reduction in annual fees for Non-
Employee Directors. Commencing January 1994, fees for director services have
been reduced for Non-Employee Directors who beneficially own less than 5% of the
Common Shares from $36,000 to $25,000, per annum, and such fees for Non-Employee
Directors who beneficially own or who are designated to represent 5% or more of
the Common Shares have been reduced from $36,000 to $10,000, per annum.

As under the existing Plan, generally, each option may be exercised for a
period of up to 10 years from the date of grant. Options will be granted with an
exercise price equal to the "Fair Market Value" (as defined in the Non-Employee
Directors Plan) on the date of grant. The option price will be paid in full in
cash or its equivalent at the time the option is exercised. The options granted
under the Non-Employee Directors Plan will vest in 20% increments annually
beginning on the first anniversary of the date of grant. However, options
granted as of the Initial Grant Date vest and become exercisable in 20%
increments annually beginning on the first anniversary of the date the grantee
first became a Non-Employee Director. An option may not be exercised unless the
grantee has remained continuously in service as a director since the date of
grant of such option. In the event service of a grantee as a director is
terminated other than by reason of death,"Disability" (as defined in the
Non-Employee Directors Plan) or for "Cause" (as defined in the Non-Employee
Directors Plan), all options of such grantee may be exercised within one year
after such cessation to the extent such options are then exercisable; provided,
however, that if the termination of such grantee's service was for Cause, all
options of such grantee shall terminate. In the event the Non-Employee Director
ceases to be a director for reasons of death or Disability, or if the
Non-Employee Director dies within three months after the termination of such
grantee's services other than for Cause, all options of such grantee will be
exercisable within one year after the date of such death or Disability, as the
case may be, to the extent such options are then exercisable. The Non-Employee
Directors Plan also provides for acceleration of the exercisability of options
in the event of a "Change in Control" (as defined in the Non-Employee Directors
Plan).

The Board may at any time and from time to time suspend, terminate, modify
or amend the Non-Employee Directors Plan; provided however, that the
Non-Employee Directors Plan may not be amended more than once during any
six-month period other than to comply with changes to the Internal Revenue Code
of 1986, as amended (the "Code"), the Employee Retirement Income Security Act of
1974, as amended, or the rules or regulations thereunder. In addition, no such
change may adversely affect any option previously granted, except with the
written consent of the grantee.

No options may be granted under the Non-Employee Directors Plan on or after
November 17, 2002.

As of November 17, 1992, a nonqualified stock option to purchase 10,000
Common Shares was automatically granted under the Non-Employee Directors Plan to
each of Messrs. Cisneros, Dunham, Siu, Spievack and Phillip Cohen, the
Non-Employee Directors as of such date. Such options became 100% vested, other
than the option granted to Mr. Cisneros which became 20% vested. The exercise
price per share of these options is $8.375, which was the closing market price
of the Common Shares on

<PAGE>

the day prior to the grant of the options. Each of Messrs. Taylor, Marion and
Bratton were automatically granted on March 19, 1993 an option to purchase
10,000 Common Shares, with an exercise price of $10.50, the closing market price
of the Common Shares on March 18, 1993. Mr. Levy was automatically granted on
April 14, 1993 an option to purchase 10,000 Common Shares, with an exercise
price of $9.50, the closing price of the Common Shares on April 13, 1993. An
additional option to purchase 2,500 Common Shares, with an exercise price of
$10.875, the closing price of the Common Shares on November 1, 1993, was granted
to each of Messrs. Taylor, Marion, Bratton, Levy, Siu, Spievack and Cisneros on
November 1, 1993. Subject to shareholder approval, automatic grants will no
longer be made annually on November 1, and instead each February and August,
beginning in 1994, an option to purchase 2,500 Common Shares will be granted to
each Non-Employee Director serving on the Board at such times. The automatic
grants in February and August in lieu of the November grants are conditioned
upon, and will become effective only upon approval of the amendment to the Non-
Employee Directors Plan by the shareholders.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following discussion of certain relevant federal income tax effects
applicable to nonqualified stock options granted under the Non-Employees
Director Plan is a brief summary only, and reference is made to the Code, and
the regulations and interpretations issued thereunder for a complete statement
of all relevant federal tax provisions.

Nonqualified Stock Options

In the case of nonqualified stock options, generally the option holder will
not be taxed upon grant of the option but, rather, at the time of exercise of
such option, will recognize ordinary income in an amount equal to the excess of
the fair market value of the Common Shares purchased over the option price.
However, with respect to Common Shares received upon such exercise by an option
holder (including all of the Non-Employee Directors participating in the
Non-Employee Directors Plan) whose sale of Common Shares at a profit could
subject the option holder to suit under Section 16(b) of the 1934 Act,
recognition of income for federal income tax purposes is postponed for as long
as the sale of the Common Shares could expose the option holder to such suit.
Upon the lapse of such liability, the option holder will recognize ordinary
income in an amount equal to any excess of the fair market value of the Common
Shares at that time over the option price unless the option holder elects (not
later than 30 days after acquiring such Common Shares) to include in income
currently the difference between the fair market value of such Common Shares at
the time of exercise and the option price. If such election is made, no
additional taxable income will be recognized by such option holder at the time
the restriction lapses. The Company will be entitled to a tax deduction at the
time and to the extent that income is recognized by such option holder.

As a result of recent changes in the rules under Section 16(b) of the 1934
Act, unless exercise of a nonqualified stock option occurs prior to the
expiration of the six-month period following the grant of the option, there
should be no period during which the sale of Common Shares at a profit would
subject the option holder to suit under Section 16(b) of the 1934 Act.
Accordingly, recognition of income will generally not be postponed beyond the
date of such exercise. If, however, a nonqualified stock option is exercised
within six months after the date of its grant, in the absence of the
above-described election, recognition of income would occur six months after the
date on which the option was granted.

If Common Shares acquired upon the exercise of a nonqualified stock option
are later sold or exchanged, then the difference between the sales price and the
fair market value of such Common Shares on the date of exercise is taxable as
long-term or short-term capital gain or loss (if the Common Shares are a capital
asset in the hands of the employee), as the case may be.

The foregoing constitutes a brief summary of the principal federal income
tax consequences of transactions based on current federal income tax laws. This
summary is not intended to be exhaustive and does not describe state, local or
foreign tax consequences.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE APPROVAL OF THE AMENDMENT TO THE
NON-EMPLOYEE DIRECTORS PLAN

<PAGE>

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has again selected the firm of Deloitte & Touche to
serve as the Company's independent auditors for the fiscal year ending December
25, 1994 and proposes ratification by shareholders of the selection. The firm,
which has acted as independent auditors of the Company's accounts since 1985,
has reported to the Company that none of its members has any direct financial
interest or material indirect financial interest in the Company (other than as
independent certified public accountants).

If shareholders do not ratify the reappointment of Deloitte & Touche, the
selection of independent certified public accountants will be reconsidered by
the Board of Directors.

It is anticipated that representatives of Deloitte & Touche will attend the
Annual Meeting. Such persons will be afforded the opportunity to make a
statement if they desire to do so and/or respond to appropriate questions from
shareholders.

THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE RATIFICATION
OF THE SELECTION OF SUCH FIRM

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the Company's 1995 Annual
Meeting of Shareholders pursuant to the provisions of Rule 14a-8 of the SEC,
promulgated under the 1934 Act, must be received by the Company at its principal
executive offices by December 19, 1994 for inclusion in the Company's proxy
statement and form of proxy relating to such meeting. In addition, the By-Laws
of the Company provide that for business to be properly brought before an Annual
Meeting by a shareholder, including the nomination of persons for election to
the Board, the shareholder, in general, must have given notice thereof in
writing to the Secretary of the Company not less than 50 nor more than 75 days
prior to such meeting, provided, however, that in the event that less than 65
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the 15th day following the day on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure was made, whichever first occurs. Such notice may be given
notwithstanding the fact that the Company did not receive the intended proposal
in time for inclusion in its proxy statement and form of proxy pursuant to Rule
14a-8.

ROBERT A. KENNEDY,
Secretary

West Palm Beach, Florida
April 18, 1994

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS BEING
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 26, 1993, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO. REQUESTS FOR COPIES OF SUCH REPORT SHOULD BE DIRECTED TO
FREDERICK W. BURFORD, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, TPI
ENTERPRISES, INC., PHILLIPS POINT, SUITE 909, 777 SOUTH FLAGLER DRIVE, WEST PALM
BEACH, FLORIDA 33401.

<PAGE>

ANNEX A

TPI ENTERPRISES, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

1. Purpose; Construction. The purpose of the TPI ENTERPRISES, INC.,
Non-Employee Directors Stock Option Plan (the "Plan") is to advance the interest
of TPI ENTERPRISES, INC. ("TPI") or any subsidiary that now exists or hereafter
is organized or acquired by TPI (TPI and such subsidiaries collectively referred
to as the "Company") by inducing persons of outstanding ability and potential to
join and remain with TPI as directors, by encouraging and enabling such
directors to acquire a proprietary interest in TPI and by providing the
participating non-employee directors with an additional incentive to promote the
success of the Company. The provisions of the Plan are intended to satisfy the
requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") as now or hereafter construed, interpreted and applied by
regulations, rulings and cases, and shall be interpreted in a manner consistent
with the requirements thereof.

2. Definitions. As used in this Plan, the following words and phrases shall
have the meanings indicated:

(a) "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of
this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

(b) "Associate" of, or a Person "associated" with, any Person, means
(i) any trust or other estate in which such Person has a substantial
beneficial interest or as to which such Person serves as trustee or in a
similar fiduciary capacity and (ii) any relative or spouse of such Person,
or any relative of such spouse, who has the same home as such Person.

(c) "Beneficial Owner" shall be determined in accordance with Rule
13d-3 as in effect on the date of the adoption of the Plan, promulgated by
the Securities and Exchange Commission under the Exchange Act.

(d) "Board" means the Board of Directors of TPI.

(e) "Cause" means action by the Grantee involving willful and
continued failure, neglect or refusal to perform the Grantee's services,
willful malfeasance or gross negligence in connection with the Grantee's
service that is injurious to the Company, monetarily or otherwise, or the
commission, by the Grantee, of any criminal act involving intentional
misconduct or moral turpitude.

(f) "Code" means the Internal Revenue Code of 1986, as amended.

(g) "Committee" means the committee appointed by the Board to
administer the Plan.

(h) "Common Stock" means the common stock, par value $.01 per share,
of TPI.

(i) "Continuing Director" means at any date a member of the Board who
(i) was a member of the Board for the period of 24 months prior to such
date or (ii) was nominated for election or elected to the Board with the
affirmative vote of at least two-thirds of the Continuing Directors.

(j) "Disability" means the Grantee's inability to perform the
Grantee's customary services by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not
less than twelve (12) months.

A-1

<PAGE>

(k) "Fair Market Value" per share as of a particular date means the
last reported sale price of the Common Stock regular way on such day or, in
case no such reported sale takes place on such day, the average of the
reported closing bid and asked prices regular way on such day, in either
case on the New York Stock Exchange or, if the Common Stock is not listed
or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on any national securities
exchange, on the NASDAQ National Market System or, if the Common Stock is
not listed or admitted to trading on any national securities exchange or
quoted on such National Market System, the average of the closing bid and
asked prices in the over-the-counter market as furnished by any New York
Stock Exchange member firm selected from time to time by TPI for that
purpose. If the Common Stock is not listed or admitted to trading on any
national securities exchange, quoted on such National Market System or
listed in any list of bid and asked prices in the over-the-counter market,
"Fair Market Value" shall mean the value of the Common Stock as determined
in good faith by the Committee.

(l) "Grantee" means a Non-Employee Director who has been granted an
Option under the Plan.

(m) "Non-Employee Director" means a member of the Board of TPI who is
not an employee of the Company.

(n) "Option" means a grant to a Grantee of an option to purchase
shares of Common Stock.

(o) "Permitted Holder" means either (i) the individual who is Chairman
of the Board on the date the Plan is adopted or (ii) any other group of
Persons of which such individual is a member; provided that such individual
has control of the voting and the dispositive power over the shares of
Common Stock beneficially owned by such group.

(p) "Person" means any individual, corporation, partnership,
association, joint stock company, joint venture, trust, unincorporated
organization or government or any agency or political subdivision thereof.

(q) "Trading Day" means, with respect to the Common Stock, each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on
which securities are not traded on the exchange or market on which the
Common Stock is traded.

3. Administration. The Plan shall be administered by the Committee, and
shall, at all times, be administered to satisfy the provisions of Rule 16b-3
under the Exchange Act or any successor thereof.

The Committee shall have the powers vested in it by the terms of the Plan,
such powers to include the authority to prescribe the form of the agreements
embodying awards of Options made under the Plan. The Committee shall, subject to
and not inconsistent with the express provisions of the Plan, have the authority
to administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to
prescribe, amend and rescind rules and regulations relating to the Plan; and to
make all other determinations deemed necessary or advisable for the
administration of the Plan.

The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility the Committee or
such person may have under the Plan.

The Board shall fill all vacancies, however caused, in the Committee, may
from time to time appoint additional members to the Committee, and may at any
time remove one or more Committee members and substitute others. One member of
the Committee shall be selected by the Board as chairman. The Committee shall
hold its meetings at such times and places as it shall deem advisable.

A-2

<PAGE>

All determinations of the Committee shall be made by a majority of its members
either present in person or participating by conference telephone at any meeting
or by written consent. The Committee may appoint a secretary and make such rules
and regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings.

No member of the Board or Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Option granted
hereunder.

4. Eligibility. Each member of the Board who is a Non-Employee Director
shall be granted Options in accordance with Section 6 hereof. The adoption of
this Plan shall not be deemed to give any Non-Employee Director any right to be
granted an Option to purchase shares of Common Stock, other than in accordance
with the terms of this Plan.

5. Common Stock Subject to the Plan. The stock subject to Options granted
hereunder shall be shares of Common Stock. Such shares may, in whole or in part,
be authorized but unissued shares or shares that shall have been or that may be
reacquired by TPI. The maximum number of shares of Common Stock as to which
Options may be granted from time to time under the Plan shall not exceed
150,000. The limitation established by the preceding sentence shall be subject
to adjustment as provided in Section 6(k) hereof.

In the event that any outstanding Option under the Plan should for any
reason expire, be cancelled or be terminated without having been exercised in
full, the shares of Common Stock allocable to the unexercised portion of such
Option shall (unless the Plan shall have been terminated) become available for
subsequent grants of Options under the Plan.

6. Terms and Conditions of Options. Each Option granted pursuant to the
Plan shall be evidenced by a written agreement (the "Agreement") between TPI and
the Grantee in such form as the Committee shall prescribe from time to time,
which Agreement shall comply with and be subject to the following terms and
conditions:

(a) INITIAL GRANTS. On November 17, 1992 (the "Initial Grant Date"),
each Non-Employee Director as of such date (a "Current Director") shall be
granted automatically, without action by the Committee, an Option to
purchase 10,000 shares of Common Stock.

(b) GRANTS TO NEW NON-EMPLOYEE DIRECTORS. Each Non-Employee Director
(a "New Director") who, after the Initial Grant Date, is elected to the
Board for the first time by the shareholders of TPI at any special or
annual meeting of shareholders shall, at the time such Non-Employee
Director is elected and duly qualified, be granted automatically, without
action by the Committee, an Option to purchase 10,000 shares of Common
Stock.

(c) ANNUAL GRANTS TO NON-EMPLOYEE DIRECTORS. On the first business
day of November 1993, each Current Director who is a Non-Employee Director
on such date, shall be granted automatically, without action by the
Committee, an Option to purchase 2,500 shares of Common Stock. On the first
business day of each February beginning in 1994, each Non-Employee Director
on such date, shall be granted automatically, without action by the
Committee, an Option to purchase 2,500 shares of Common Stock. On the first
business day of each August beginning in 1994, each Non-Employee Director
on such date shall be granted automatically, without action by the
Committee, an option to purchase 2,500 shares of Common Stock.

(d) TYPE OF OPTION. Each Option granted under the Plan shall be a
"nonqualified stock option" which is not qualified under Section 422 of the
Internal Revenue Code of 1986, as amended.

(e) OPTION PRICE. The Option Price of each Option granted under the
Plan shall be equal to one hundred percent (100%) of the Fair Market Value
of the shares of Common Stock subject to

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such Option on the date of grant thereof. The Option Price shall be subject
to adjustment as provided in Section 6(k) hereof.

(f) MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in
full, at the time of exercise, in certified or bank check or cash.

(g) TERM AND EXERCISE OF OPTIONS. Options granted under the Plan shall
be exercisable as to twenty percent (20%) of the shares subject thereto on
the first anniversary of the date of grant and shall become exercisable as
to an additional twenty percent (20%) of the shares subject thereto on each
of the second, third, fourth and fifth anniversaries of such date of grant;
provided, however, that the Options granted on the Initial Grant Date shall
vest as to each Current Director as if the grant had been made on the date
such Current Director was elected to the Board. An Option shall be
exercisable for a period of ten (10) years from the date of grant of such
Option; provided, however, that the exercise period shall be subject to
earlier termination as provided in Sections 6(h) and 6(i) hereof. An Option
may be exercised, as to any or all full shares of Common Stock as to which
the Option has become exercisable, at any time prior to expiration;
provided that, in no case may an Option be exercised as to less than one
hundred (100) shares at any one time (or the remaining shares covered by
the Option if less than one hundred (100) shares). An Option shall be
exercised by the delivery by the holder thereof, of written notice of such
exercise to TPI at its principal office (attention of the Secretary).

(h) TERMINATION. Except as provided in this Section 6(h) and in
Section 6(i) hereof, an Option may not be exercised unless the Grantee is
then in service as a director of the Company and unless the Grantee has
remained continuously in such service as a director since the date of grant
of the Option. In the event that the service of a Grantee as a director
shall terminate (other than by reason of death or Disability), all Options
of such Grantee that are exercisable at the time of such termination may,
unless earlier terminated in accordance with their terms, be exercised
within one year after such termination; provided, however, that if the
service of a Grantee as a director of the Company shall terminate for
Cause, all Options theretofore granted to such Grantee, shall, to the
extent not theretofore exercised, terminate forthwith. Nothing in the Plan
or in any Agreement shall confer upon an individual any right to continue
in service as a director of the Company or interfere in any way with the
right of the Company to terminate such service.

(i) DEATH OR DISABILITY OF GRANTEE. If a Grantee shall die while in
service as a director of the Company or within three (3) months after the
termination of such Grantee's service, other than for Cause, or if the
Grantee's service as a director shall terminate by reason of Disability,
all Options theretofore granted to such Grantee (to the extent otherwise
exercisable at the time of death or termination of service) may, unless
earlier terminated in accordance with their terms, be exercised by the
Grantee or by the Grantee's estate or by a person who acquired the right to
exercise such Option by bequest or inheritance or otherwise by reason of
the death or Disability of the Grantee, at any time within one year after
the date of death or Disability of the Grantee.

(j) NONTRANSFERABILITY OF OPTIONS. Options granted under the Plan
shall not be transferable otherwise than by will or by the laws of descent
and distribution, and Options may be exercised, during the lifetime of the
Grantee, only by the Grantee or by his or her guardian or legal
representative.

(k) EFFECT OF CERTAIN CHANGES.

(1) If there is any change in the number of shares of Common Stock
through the declaration of extraordinary dividends, recapitalization,
stock splits, or combinations or exchanges of such shares, or in the
event of a sale of all or substantially all of the assets of TPI (an
"Asset Sale") or the merger or consolidation of TPI with or into another
corporation (a "Merger"), or in the event of other similar transactions,
the number of shares of Common Stock available for Options, the number
of such shares covered by outstanding Options,

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and/or the price per share of such Options shall be proportionately
adjusted by the Committee to reflect such change; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated. In the event of any other extraordinary corporate
transaction, including but not limited to distributions of cash or other
property to TPI's shareholders, the Committee shall equitably adjust
outstanding Options to preserve, but not increase, the benefits of such
Options.

(2) In the event of the dissolution or liquidation of TPI, in the
event of any corporate separation or division, including, but not
limited to, split-up, split-off or spin-off, or in the event of a Merger
or Asset Sale or in the event of other similar transactions, the
Committee shall provide that the Grantee of each Option then exercisable
shall have the right to exercise such Option (at its then Option Price)
solely for the kind and amount of shares of stock and other securities,
property, cash or any combination thereof receivable upon such
dissolution, liquidation, or corporate separation or division, or
Merger, Asset Sale or similar transaction by a Grantee of the number of
shares of Common Stock for which such Option might have been exercised
immediately prior to such dissolution, liquidation, or corporate
separation or division, Merger, Asset Sale or similar transaction.

(3) If while unexercised Options remain outstanding under the Plan,
there is a "Change in Control" of TPI (as defined below), all Options
shall be exercisable in full, whether or not otherwise exercisable.
Following such "Change in Control", the Committee shall, in the case of
a Merger or Asset Sale, promptly make an appropriate adjustment to the
number and class of shares of Common Stock available for Options, and to
the amount and kind of shares or other securities or property receivable
upon exercise of any outstanding Options after the effective date of
such transaction, and the price thereof.

For purposes of the Plan, a "Change in Control" of TPI shall be
deemed to have occurred at such time (i) as any Person other than one or
more Permitted Holders, together with its Affiliates or Associates, is
or becomes the Beneficial Owner, directly or indirectly, through a
purchase, merger or other acquisition transaction, of shares of capital
stock of the Corporation entitling such Person to exercise 50% or more
of the total voting power of all shares of capital stock of the
Corporation entitled to vote in elections of directors, or (ii) as a
majority of the Board are not Continuing Directors.

(4) Paragraphs (2) and (3) of this Section 6(k) shall not apply to
a Merger in which TPI is the surviving corporation and shares of Common
Stock are not converted into or exchanged for stock, securities of any
other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any Merger of another corporation into
TPI in which TPI is the surviving corporation and in which there is a
reclassification or change (including a change to the right to receive
cash or other property) of the shares of Common Stock (other than a
change in par value, or from par value to no par value, or as a result
of a subdivision or combination, but including any change in such shares
into two or more classes or series of shares), the Committee shall
provide that the Grantee of each Option then exercisable shall have the
right to exercise such Option solely for the kind and amount of shares
of stock and other securities (including those of any new direct or
indirect parent of TPI), property, cash or any combination thereof
receivable upon such reclassification, change, consolidation or merger
by the holder of the number of shares of Common Stock for which such
Option might have been exercised.

(5) In the event of a change in the Common Stock of TPI as
presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any
such change shall be deemed to be the Common Stock within the meaning of
the Plan.

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(6) To the extent that the foregoing adjustments relate to stock or
securities of TPI, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and
conclusive.

(7) Except as heretofore expressly provided in this Section 6(k),
the Grantee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares
of stock of any class or by reason of any dissolution, liquidation,
Merger or spin-off of assets or stock of another corporation; and any
issue by TPI of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of
shares of Common Stock subject to the Option. The grant of an Option
pursuant to the Plan shall not affect in any way the right or power of
TPI to make adjustments, reclassifications, reorganizations or changes
of its capital or business structures or to merge or to consolidate or
to dissolve, liquidate or sell, or transfer all or part of its business
or assets.

(l) RIGHTS AS A SHAREHOLDER. A Grantee or a transferee of an Option
shall have no rights as a shareholder with respect to any shares covered by
the Option until the date of the issuance of a stock certificate to him or
her for such shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distribution of other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 6(k)
hereof.

(m) OTHER PROVISIONS. The Plan and the Agreements authorized
thereunder shall contain such other provisions, including, without
limitation, the imposition of restrictions upon the exercise of an Option,
as shall be required to cause the Plan to at all times comply with the
requirements of Rule 16b-3 under the Exchange Act or any successor thereof.

7. Agreement by Optionee Regarding Withholding Taxes. If the Committee
shall so require, as a condition of exercise, each Grantee shall agree that--

(a) no later than the date of exercise of any Option granted
hereunder, the Grantee shall pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon the exercise of
such Option, and

(b) the Company shall, to the extent permitted or required by law,
have the right to deduct federal, state and local taxes of any kind
required by law to be withheld upon the exercise of such Option from any
payment of any kind otherwise due to the Grantee.

8. Amendment and Termination of the Plan. The Board at any time and from
time to time may suspend, terminate, modify or amend the Plan; provided,
however, that the Plan shall not be amended more than once during any six (6)
month period other than to comply with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules or regulations
thereunder. Except as provided in Section 6 hereof, no suspension, termination,
modification or amendment of the Plan may adversely affect any Option previously
granted, unless the written consent of the Grantee is obtained.

9. Approval by Shareholders. The Plan shall take effect as set forth in
Section 12, but the Plan (and all grants of Options made prior to shareholder
approval mentioned herein) shall be subject to the approval by the affirmative
vote of the holders of a majority of the outstanding shares of capital stock of
TPI present in person or by proxy at a meeting of shareholders held within
twelve months of the date that the Plan is adopted by the Board. In the event
such shareholder approval is withheld or otherwise not received within the
stated period of time, then upon such event, the Plan and all rights hereunder
shall immediately terminate, no Grantee (or any permitted transferee thereof)
shall have any remaining

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rights under the Plan and any Agreement entered into in connection herewith
shall become null and void.

10. Effect of Headings. The section and subsection headings contained
herein are for convenience only and shall not affect the construction hereof.

11. Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of New Jersey without
giving effect to conflict of laws principles thereof.

12. Effective Date of Plan. The Plan shall be effective as of November 17,
1992, which is the date the Plan was adopted by the Board, subject to the
approval of the Plan by the shareholders of TPI as provided in Section 9 hereof,
and shall terminate on the tenth anniversary thereto, unless sooner terminated
in accordance with Section 8 hereof. No Options may be granted under the Plan on
or after November 17, 2002, but Options theretofore granted may extend beyond
such date.

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REVOCABLE PROXY-TPI ENTERPRISES, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints J. Gary Sharp and Frederick W. Burford,
and each of them, proxies, with full powers of substitution, to act for and in
the name of the undersigned to vote all shares of common stock, $.01 par value
(the "Common Stock"), of TPI Enterprises, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders and any
adournments therof. The Annual Meeting will be held at the Palm Beach Gardens
Marriott, 4000 RCA Boulvard, Palm Beach Gardens, Florida on May 19, 1994 at
9:00am., local time.

The shares represented by this proxy will be voted as directedd by the
undersigned. IF NO INSTRUCTIONS ARE SPECIFIED, THE UNDERSIGNED'S VOTE WILL BE
CAST "FOR" THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL 1, "FOR " PROPOSAL
2,"FOR" PROPASAL 3 AND IN THE DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS
PRESENTED AT THE ANNUAL MEETING. At the present time, the Board of Directions
knows of no other business to be presented at the Annual Meeting.

The undersigned shareholder may revoke this proxy at any time before it is
voted by delivering to the Secretary of the Company either a written revocation
of the proxy or a duly executed proxy bearing a later date, or by appearing at
the Annual Meeting and voting the shares subject to the proxy by written ballot.

PLEASE COMPLETE, DATED, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
PREPAID ENVELOPE.

SEE
REVERSE
SIDE

<PAGE>

THE BOARD OF DIRECTORS RECOMENDS A VOTE "FOR " THE NOMINEES FOR DIRECTORS LISTED
BELOW AND "FOR" PROPOSALS 2 AND 3.

FOR WITHELD
1. ELECTIONS OF [ ] [ ] Nominees: StephenJ. Gary Sharp
Directors: Frederick W. Burford, Paul Lames Sin
Edwin B. Spievack, Osval do Cisneros.
THomas M. Taylor, JohnL. Marion
Douglas k. Bratton and Lawrence F.
Levy.

For, exempt vote withheld from the following nominee(s):

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FOR AGAINST ABSTAIN
2. THe approval of an amendment to the company's the [ ] [ ] [ ]
Company's Non-Employee Directors Stock Plan.

3. The ratification of the appointment of Deloitte & [ ] [ ] [ ]
Touche is independent auditors for the fisal year
ending December 25,1994.

In their discretion, the proxies are authorized to vote upon such other
businesses as may properly come before the Annual Meeting and any adournmnent
thereof.

Please sign exactly as your name appears on the certificate or certificates
representing shares to be voted by this proxy. When shazres are held jointly,
both holders should sign. WHen signing as attorney, executor, administrator,
trustee or guardian, please put your full title. If the signer is a corporation,
the full corporate name should br signed by a duly authorized officer.

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SIGNATURE DATE