TPI ENTERPRISES INC, DEF 14A, 1995-04-03

TPI ENTERPRISES INC
DEF 14A, 1995-04-03
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TPI ENTERPRISES, INC.
3950 RCA BLVD
SUITE 5001
PALM BEACH GARDENS, FLORIDA 33410
-------------------
NOTICE OF ANNUAL MEETING
TO BE HELD MAY 4, 1995
-------------------

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 4, 1995 at the hour of 9:00 a.m., local time, for the following purposes:

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

2. To approve the Company's 1995 Employee Stock Purchase Plan.

3. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company's fiscal year ending December 31, 1995.

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

Only shareholders of record at the close of business on March 31, 1995 are
entitled to notice of and to vote at such meeting or any adjournment thereof.

ROBERT A. KENNEDY,
Secretary

Palm Beach Gardens, Florida
April 3, 1995

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.
3950 RCA BLVD
SUITE 5001
PALM BEACH GARDENS, FLORIDA 33410
-------------------
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 4,
1995 (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 Company's 1995 Employee Stock Purchase Plan
(the "Employee Stock Purchase Plan") and FOR ratification of the appointment of
Deloitte & Touche LLP as the Company's independent auditors for the fiscal year
ending December 31, 1995. 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 March 31, 1995 was
20,419,719. 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 March 31, 1995 (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
approve the Employee Stock Purchase Plan and to ratify the appointment of
Deloitte & Touche LLP. In determining whether such proposals have 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 votes.

This Proxy Statement and form of proxy are first being mailed to
shareholders of the Company on or about April 3, 1995.

1
<PAGE>
PRINCIPAL SHAREHOLDERS

The following table sets forth, as of March 15, 1995, 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 APPROXIMATE
NAME AND ADDRESS OF BENEFICIAL NATURE OF PERCENTAGE
OWNER OR IDENTITY OF GROUP BENEFICIAL OWNERSHIP OF CLASS
- ------------------------------------------------------------ -------------------- -----------
<S> <C> <C>
The Airlie Group L.P.,...................................... 5,369,911(1) 22.5%
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 76102
Thomas M. Taylor............................................ 2,607,523(2) 12.2%
201 Main Street
Fort Worth, Texas 76102
Osvaldo Cisneros............................................ 2,497,000(3) 12.2%
Aptd. 70519 Los Ruices
Caracus, Venezuela
Balanchine Corporation...................................... 1,500,000(4) 7.3%
P.O. Box 7788
Nassau, Bahamas
College Retirement Equities Fund............................ 1,272,400(5) 6.2%
730 Third Avenue
New York, New York 10017
Merrill Lynch & Co., Inc.,.................................. 1,256,900(6) 6.2%
Merrill Lynch Group. Inc., and
Princeton Services, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
FMR. Corp.,................................................. 1,159,991(7) 5.7%
Edward C. Johnson 3d
82 Devonshire Street
Boston, Massachusetts 02109
Stephen R. Cohen............................................ 1,155,000(8) 5.5%
Phillips Point
East Tower, Suite 909
777 South Flagler Drive
West Palm Beach, Florida 33401
</TABLE>

(Footnotes on following page)

2
<PAGE>
(Footnotes for preceding page)

- ------------
(1) 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 15,000 Common Shares issuable upon exercise of
presently exercisable options held by Messrs. Taylor, Bratton and Marion.

(2) 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 5,000 Common Shares issuable upon the exercise of presently
exercisable options.

(3) 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 990,000 Common
Shares beneficially owned by Inversiones Macuto, S.A. ("Macuto"), a Panama
corporation 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 and shared
dispositive power over all of such Common Shares. Also includes 5,000 Common
Shares issuable upon the exercise of presently exercisable options held by
Mr. Cisneros and 2,000 Common Shares issuable upon the exercise of options
which become exercisable within sixty days.

(4) 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.

(5) Based upon Amendment No. 2 to the Schedule 13G filed by College Retirement
Equities Fund with the SEC on February 15, 1995.

(6) Based upon the Schedule 13G filed by Merrill Lynch & Co., Inc., Merrill
Lynch Group, Inc., Princeton Services, Inc. and Fund Asset Management, L.P.
with the SEC on January 19, 1995.

(7) Based upon Amendment No. 1 to the Schedule 13G filed by FMR Corp. and Edward
C. Johnson 3d with the SEC on February 13, 1995.

(8) Represents (i) 510,000 Common Shares owned by Mr. Cohen and (ii) 645,000
Common Shares issuable upon the exercise of presently exercisable options.

3
<PAGE>
ELECTION OF DIRECTORS

Nine 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
- -------------------------- --- ------------------------------------ --------

J. Gary Sharp(1).......... 48 President, Chief Executive Officer 1992
and Director
Frederick W. Burford(1)... 44 Executive Vice President, Chief 1993
Financial Officer and Director
Paul James Siu(1)......... 60 Director 1986
Edwin B. Spievack(1)...... 62 Director 1986
Osvaldo Cisneros(1)....... 54 Director 1992
Thomas M. Taylor(1)....... 52 Director 1993
John L. Marion, Jr.(1).... 33 Director 1993
Douglas K. Bratton(1)..... 36 Director 1993
Lawrence F. Levy(1)....... 51 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, Burford and Cisneros
(collectively, the "Current Directors"), (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
agreed to by the Current Directors and the Purchasers (Mr. Levy). Mr. Cohen
resigned from his position of Chairman of the Board and Director effective
January 31, 1995.

J. Gary 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.

Frederick W. 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

4
<PAGE>
1990, 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.

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 ("NATA"), an industry trade association.
Effective April 1, 1995, Mr. Spievack retired from NATA. 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. and a director of John Wiley & Sons, 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 six (6) meetings during the
fiscal year ended December 25, 1994.

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 four (4) meetings during the fiscal year ended December 25, 1994.

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 fiscal year ended December 25, 1994.

Messrs. Sharp, Cisneros and Taylor are members of the Nominating Committee
which 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. The Nominating Committee will not consider

5
<PAGE>
nominees recommended by shareholders. Mr. Cohen was a member of the Nominating
Committee until January 31, 1995, the date he resigned from the Board of
Directors of the Company. The Nominating Committee did not hold any meetings
during the fiscal year ended December 25, 1994.

No incumbent director during the year ended December 25, 1994 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 25, 1994 all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent
beneficial owners were complied with.

COMPENSATION OF DIRECTORS.

Non-employee directors who beneficially own 5% or more of the Common Shares
are compensated for their services as directors of the Company at a rate of
$10,000 per annum, and non-employee directors who beneficially own less than 5%
of the Common Shares are compensated at a rate of $25,000 per annum. Pursuant to
this arrangement during the fiscal year ended December 25, 1994, Messrs.
Cisneros, Taylor, Marion and Bratton were compensated for their services as
directors of the Company at the rate of $10,000 per annum and Messrs. Siu,
Spievack and Levy received $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 Airlie Group
L.P.

Under the terms of the Company's 1992 Non-Employee Stock Option Directors
Plan (the "Non-Employee Directors Plan"), each non-employee director is granted
an option to purchase 2,500 Common Shares on the first business day of each
February and August, 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. Pursuant to the
Non-Employee Directors Plan, Messrs. Cisneros, Siu, Spievack, Taylor, Marion,
Bratton and Levy were each granted an option to purchase 2,500 Common Shares on
February 1, 1994 and on August 1, 1994. Each new non-employee director is
granted an option to purchase 10,000 Common Shares at the time such director is
elected to the Board.

No other director receives compensation for his services as such.

6
<PAGE>
EXECUTIVE COMPENSATION

The Summary Compensation Table set forth below shows the compensation for
the past three years of each of the Company's five most highly compensated
executive officers, including Mr. Cohen, who retired as Chairman of the Board of
Directors of the Company on January 31, 1995 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE><CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------------------------------ COMPENSATION
OTHER ANNUAL ------------ OTHER
COMPENSATION AWARDS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) OPTIONS(#) ($)
- ------------------------------- ---- --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
J. Gary Sharp.................. 1994 303,594 0 100,000(1) 0(2)
President and Chief Executive 1993 289,402 0 0 33,357
Officer 1992 275,620 402,000 150,000(3) 45,158(2)
Stephen R. Cohen............... 1994 602,994 0 114,107(5) 0 1,593,288(6)
Chairman of the Board(4) 1993 774,035 0 0 3,150,000(7)
1992 730,222 200,000 600,000(8) 0
Frederick W. Burford........... 1994 197,953 30,000 50,774(9) 0(12) 55,206(10)
Executive Vice President 1993 182,438 36,255(11) 0 0
and Chief Financial Officer 1992 173,750 283,000 160,000 0
Robert Kennedy................. 1994 226,939 0 0(13) 0
Executive Vice President 1993 313,600 0 0 700,000(7)
and Secretary 1992 313,600 30,000 10,000 0
Haney A. Long, Jr.............. 1994 217,440 142,977 84,684(14) 0(16) 105,388(15)
Vice President of 1993 202,325 143,954 0 0
Procurement and Distribution 1992 192,690 176,356 100,000 0
</TABLE>

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

(1) Options with respect to 100,000 Common Shares become exercisable in 10%
increments tied to increases in the trading prices of the Company's Common
Shares. The options do not begin to vest until the market price of the
Common Shares 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.

(2) Represents $33,357 and $45,158 in moving expenses paid to Mr. Sharp in 1993
and 1992, respectively.

(3) 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.

(4) Mr. Cohen retired as Chairman of the Board of the Company effective January
31, 1995.

(5) Includes $105,662 for medical expense reimbursement.

(6) This represents the aggregate amount paid, payable or accrued in connection
with the resignation of Stephen R. Cohen as Chairman of the Board of the
Company and includes a lump sum payment of $1.15 million and payments for
medical benefits, a secretary, an automobile and a driver.

(7) Includes lump sum payments of $3,150,000 and $700,000 made to Mr. Cohen and
Mr. Kennedy, respectively, 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.

(8) Options are presently exercisable.

(9) Includes $4,506 for medical expense reimbursement and $4,546 for personal
use of Company automobile.

(Footnotes continued on following page)

7
<PAGE>
(Footnotes continued from preceding page)

(10) Represents $55,206 in moving expenses.

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

(12) 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.

(13) Options with respect to 10,000 Common Shares become exercisable in 20%
increments annually beginning January 7, 1993.

(14) Includes $1,702 for medical expense reimbursement and $3,520 for personal
use of Company automobile.

(15) Represents $105,388 in moving expenses.

(16) 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.

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. The following table
shows stock options granted to the Named Executive Officers in 1994. 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 GRANTS IN LAST FISCAL YEAR

<TABLE><CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
INDIVIDUAL GRANTS RATES OF STOCK
---------------------------------------------------------------------- PRICE
NUMBER OF SECURITIES PERCENT OF TOTAL APPRECIATION
UNDERLYING OPTIONS/SAR'S EXERCISE OF FOR OPTION TERM
OPTION/SAR'S GRANTED TO EMPLOYEES BASE PRICE EXPIRATION -----------------
NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ------------------------ -------------------- -------------------- ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
J. Gary Sharp........... 100,000(1) 35.09% $9.75 12/31/98 0 0
Stephen R. Cohen........ 0 -- -- -- -- --
Frederick W. Burford.... 0 -- -- -- -- --
Robert A. Kennedy....... 0 -- -- -- -- --
Haney A. Long, Jr....... 0 -- -- -- -- --
</TABLE>

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

(1) The options do not become exercisable until the market price of the Common
Shares exceeds $18 per share for twenty consecutive trading days, at which
time 10% will become exercisable. The options then become exercisable in 10%
increments each time the stock price increase by $1 and retains such
increase for twenty consecutive trading days.

EMPLOYEE OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE.

The following table shows employee stock option exercises for the Common
Shares by Named Executive Officers during 1994. The table shows the number of
shares covered by both exercisable and non-exercisable employee stock options as
of December 25, 1994, 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 25, 1994.

8
<PAGE>
AGGREGATED EMPLOYEE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

<TABLE><CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
ACQUIRED ON VALUE OPTIONS/SAR'S AT FISCAL SAR'S AT FISCAL YEAR
EXERCISE REALIZED YEAR END (#) EXERCISABLE/ END ($) EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- -------------------------------- ----------- -------- ------------------------- ---------------------
<S> <C> <C> <C> <C>
J. Gary Sharp................... 0 0 98,900/194,000 0/0
Stephen R. Cohen................ 0 0 645,000/0 0/0
Frederick W. Burford............ 0 0 92,000/98,000 0/0
Robert A. Kennedy............... 0 0 55,000/0 0/0
Haney A. Long, Jr............... 0 0 43,160/64,000 0/0
</TABLE>

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS.

Mr. J. Gary Sharp is employed by the Company under an employment agreement
dated as of January 13, 1994 which expires January 13, 1999 at a current minimum
base salary of $319,065 per annum. Pursuant to the terms of the employment
agreement, Mr. Sharp is entitled to an annual salary increase of no less than 5%
of the immediately preceding year's base salary. Pursuant to the terms of the
employment agreement, Mr. Sharp is entitled 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. As a result of the Company's financial performance in 1994, Mr.
Sharp received no annual bonus for 1994.

Pursuant to the 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 Common Shares on January 13, 1994, the
date of his employment agreement. The options do not begin to vest until the
market price of the Common Shares 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 provides 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. Mr. Sharp did not receive a stock option grant at the end of 1994.

The employment agreement 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 will pay Mr. Sharp his full base
salary at the rate then in effect until January 13, 1999.

Mr. Frederick W. Burford is employed by the Company under an employment
agreement dated as of January 1, 1995 which expires on December 31, 1996 at a
minimum base salary of $222,937 per annum. Pursuant to the terms of the
employment agreement, Mr. Burford is entitled to a 5% increase in annual base
salary for each year during 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 1.5% of the increase in the Company's operating profits (as
defined in the agreement) for the calendar year plus an additional $16,000 for
each percentage point increase in the Company's same store nominal sales. As a
result of the Company's performance in 1994, Mr. Burford received no annual
bonus for 1994 pursuant to the formula described above. He did, however, receive
a $30,000 payment in accordance with the terms of his previous employment
agreement dated October 1, 1991 which expired October 1, 1994. In connection
with the Company's relocation of its headquarters, Mr. Burford received an
equity advance from the Company of $100,000 in January 1995 regarding the sale
of his home in Tennessee. This

9
<PAGE>
advance shall be repaid to the Company without interest upon the sale of Mr.
Burford's house in Tennessee.

Pursuant to the employment agreement, Mr. Burford was granted 30,000 stock
options expiring December 31, 1998 with an exercise price of $3.875, the closing
market price of the Common Shares on December 30, 1994, the business day
immediately preceding the date of his employment agreement. The options do not
begin to vest until the market price of the Common Shares 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. Burford's employment agreement provides 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 Common Shares on the date of grant. Any such grant will be
based on a review of the Company's financial performance during such year. Mr.
Burford did not receive a stock option grant at the end of 1994.

In the event that the employment agreement is terminated by the Company
without cause or by Mr. Burford for good reason (as defined in the agreement) he
shall be paid, as severance, one year's salary based on the compensation in
effect on the date of termination and his bonus accrued through the date of
termination.

Mr. Robert A. Kennedy was employed by the Company during 1994 under an
employment agreement which expired on January 1, 1995. On February 20, 1995, Mr.
Kennedy entered into an agreement with the Company clarifying and replacing a
certain provision of his employment agreement which survived the expiration of
such employment agreement. Pursuant to the terms of the new agreement, the
Company and Maxcell Telecom Plus, Inc., a wholly owned subsidiary of the Company
("Maxcell") agreed to pay to Mr. Kennedy 1% of the gross proceeds received by
Maxcell or the Company in settlement of the litigation captioned Maxcell Telecom
Plus, Inc. and TPI Enterprises, Inc. v. McCaw Cellular Communications, Inc. et
al. (the "Maxcell Litigation") or 0.5% of the gross proceeds received upon a
final, non-appealable judgment in the Maxcell Litigation. Payments made to Mr.
Kennedy in accordance with the terms of such agreement will be deemed to satisfy
any payment obligations the Company may have to Mr. Kennedy under the surviving
provisions of his employment agreement.

In 1984, the Company entered into a written agreement with Mr. Kennedy,
pursuant to which, in the event the Company terminates his employment, other
than for cause, following a change in control, or voluntarily terminates his
employment within 180 days subsequent to a change in control, the Company is
obligated to pay to Mr. Kennedy an amount of money equal to three years base
compensation. Payment would be made in a lump sum upon cessation of employment
or, at his option, in equal monthly installments over a three year period.
Change in control is defined under such agreement 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. The base annual salary currently payable to Mr. Kennedy is $227,326.

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, Mr. Kennedy 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 Mr. Kennedy of his employment within 30
days following a significant reduction in his 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.

10
<PAGE>
Mr. Haney A. Long is employed by the Company under an employment agreement
dated as of January 1, 1993 which expires on January 1, 1996. His current base
salary is $253,211 per annum. Pursuant to the terms of the employment agreement,
Mr. Long is entitled to an annual salary increase of no less than 5% of the
immediately preceding year's base salary. Pursuant to the terms of the
employment agreement, Mr. Long is also entitled to receive (i) a bonus payable
at the end of the first quarter of each year in an amount equal to 12.5% of his
base salary, (ii) a bonus payable at the end of the second quarter of each year
in an amount equal to 12.5% of his base salary, and (iii) a bonus payable at the
end of the year in an amount no less than 25% of the gross salary and bonus
earned by Mr. Long during the year. Mr. Long received bonus payments of an
aggregate of $142,977 during the fiscal year ended December 25, 1994. In
connection with the Company's relocation of its headquarters, Mr. Long received
an equity advance from the Company of $75,000 on April 17, 1994 regarding the
sale of his home in Tennessee, which advance was repaid in full without interest
by November 1, 1994.

In the event the employment agreement is terminated without cause, Mr. Long
shall be paid his salary plus bonuses (pro-rated) up to the date of termination
as well as severance of one year's salary and bonus equal to the amount of bonus
paid during the previous year.

The Compensation Committee is presently considering amending and extending
Mr. Long's employment agreement.

Mr. Stephen R. Cohen was employed by the Company as Chairman of the Board of
Directors of the Company under an employment agreement dated as of January 13,
1987. Mr. Cohen retired from this position effective January 31, 1995 pursuant
to the Termination Agreement, Receipt and Release dated January 26, 1995 (the
"Termination Agreement").

Under the terms of the Termination Agreement the Company paid Mr. Cohen a
lump sum of $1,150,000 in full satisfaction of all amounts owed to him under his
employment agreement and other agreements entered into between Mr. Cohen and the
Company. Pursuant to the Termination Agreement, Mr. Cohen waived any right to
receive a bonus during 1994 and 1995 and any right to receive pay for accrued
and unpaid vacation. In addition, the Company and Maxcell agreed to pay Mr.
Cohen 5% of the gross proceeds received by Maxcell or the Company upon
settlement of the Maxcell Litigation or 3% of the gross proceeds upon a final,
non-appealable judgment in the Maxcell Litigation. Mr. Cohen will also continue
to be provided with medical benefits, a secretary, a car and a driver for
certain periods as set forth in the Termination Agreement.

The Company's 1983 Stock Option Plan (the "1983 Plan"), 1984 Stock Option
Plan (the "1984 Plan"), 1992 Stock Option and Incentive 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 Plan. Under the 1984 Plan, the Stock Option Committee
may 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 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 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 1983 Plan
and the 1984 Plan, but not the options previously granted under such Option
Plans, terminated on May 9, 1994 and December 8, 1993, respectively, in
accordance with their terms.

11
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of March 15, 1995, 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 MARCH 31,
NAME 1995
- --------------------------------------------------------------------- -------------------
<S> <C> <C>
J. Gary Sharp........................................................ 154,855(1) *
Frederick W. Burford................................................. 101,442(2) *
Paul J. Siu.......................................................... 12,800(3) *
Edwin B. Spievack.................................................... 13,500(4) *
Osvaldo Cisneros..................................................... 2,497,000(5) 12.2%
Thomas M. Taylor..................................................... 2,607,523(6) 12.2%
John L. Marion, Jr. ................................................. 12,500(7) *
Douglas K. Bratton................................................... 145,785(8) *
Lawrence F. Levy..................................................... 5,000(9) *
Robert A. Kennedy.................................................... 84,514(10) *
Haney A. Long........................................................ 59,423(11) *
Stephen R. Cohen..................................................... 1,155,000(12) 5.5%
All executive officers and directors as a group (11 persons) (13).... 5,698,342 26.0%
</TABLE>

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

* Less than one (1%) percent.

(1) Represents (i) 45,955 Common Shares owned by Mr. Sharp and (ii) 108,900
Common Shares issuable upon the exercise of presently exercisable options.

(2) Represents (i) 2,827 Common Shares owned by Mr. Burford, (ii) 94,000 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.

(3) Represents (i) 1,800 Common Shares owned by Mr. Siu, and (ii) 11,000 Common
Shares issuable upon the exercise of presently exercisable options.

(4) Represents (i) 2,500 Common Shares owned by Mr. Spievack, and (ii) 11,000
Common Shares issuable upon the exercise of presently exercisable options.

(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 990,000
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
sole voting power over and sole dispositive power over all such Common
Shares. Also includes 5,000 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.

12
<PAGE>
(6) 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 5,000 Common Shares issuable upon the exercise of presently
exercisable options.

(7) Includes 7,500 Common Shares and 5,000 Common Shares issuable upon the
exercise of presently exercisable options.

(8) Includes 7,834 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
5,500 Common Shares owned by Mr. Bratton and his spouse, as joint tenants,
and 5,000 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.

(9) Includes 3,000 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.

(10) Represents (i) 31,207 Common Shares owned by Mr. Kennedy, (ii) 51,000
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.

(11) 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) 53,160 Common Shares issuable upon the exercise of presently
exercisable options and (iv) 4,615 Common Shares issuable upon conversion
of 8 1/4% Debentures of the Company.

(12) Represents (i) 510,000 Common Shares owned by Mr. Cohen and (ii) 645,000
Common Shares issuable upon the exercise of presently exercisable options.
Mr. Cohen retired as Chairman effective January 31, 1995.

(13) All officers and directors as a group are 11 in number and beneficially own
5,698,342 Common Shares (26.0%) as of March 15, 1995. Does not include
Common Shares beneficially owned by Stephen R. Cohen, who retired as
Chairman of the Board effective January 31, 1995.

13
<PAGE>
COMPENSATION COMMITTEE REPORT

The undersigned members of the Compensation Committee of the Company's Board
(the "Committee"), all of whom are independent, non-employee 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 1994, no options
were granted in 1994 under the Option Plan, except for 100,000 options granted
to Mr. Sharp pursuant to his employment agreement, which options do not begin to
vest until the market price of the Common Shares exceeds $18 per share for
twenty consecutive trading days. 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. 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. Annual base salary increases of up to 15% were
given to certain officers who relocated from Memphis, Tennessee to Palm Beach
Gardens, Florida in connection with the consolidation of the Company's
headquarters.

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

14
<PAGE>
generally pursuant to formulae set forth in their employment agreements with the
Company. In the case of such 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 the contracts
were negotiated with the executive officers. 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 1994, executive
officers did not receive annual bonuses for such year pursuant to such formulae
in their employment agreements or at the discretion of the Committee. Mr. Long's
employment agreement dated January 1, 1993 provides for fixed annual bonuses as
a percentage of base salary. Mr. Long received bonus payments in 1994 of
$142,977. Mr. Burford received a payment of $30,000 in 1994 pursuant to the
terms of his previous employment agreement with the Company dated October 1,
1991 which expired October 1, 1994.

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 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 a result of the Company's
financial performance in 1994, the only options which were granted in 1994 were
those granted to provide incentives to certain employees of the Company to
relocate from Memphis, Tennessee to Florida in connection with the relocation
and consolidation of the Company's headquarters and those granted to Mr. Sharp
pursuant to the terms of his employment agreement which do not begin to vest
until the market price of the Common Shares exceeds $18 a share for twenty
consecutive trading days. See "Employment Contracts, Termination of Employment
and Change in Control Arrangements."

1994 Compensation of the Company's Chief Executive Officer. Mr. J. Gary
Sharp has served as the Company's Chief Executive Officer since March 19, 1993.
The Company entered into an employment agreement with Mr. Sharp dated January
13, 1994 which provides for his employment as Chief Executive Officer of the
Company through January 13, 1999. Mr. Sharp's base salary for 1994 was $289,402
or 5% over his 1993 base salary. Mr. Sharp received this salary increase
pursuant to the terms of such employment agreement which provides that Mr.
Sharp's base salary shall increase by not less than 5% for each succeeding year
during his term of employment.

Pursuant to his employment contract, Mr. Sharp is entitled to receive an
annual bonus equal to 2.7% 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 and a bonus of $28,000 for each percentage point increase (or portion
thereof) in the Company's same store nominal sales. It is the Committee's
judgment that these two different objective performance criteria (together with
the options described below) provide an incentive for contribution to long-term
growth. As a result of the financial performance of the Company in 1994, Mr.
Sharp received no bonus for such year.

Pursuant to the 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 Common Shares on January 13, 1994, the
date of the employment agreement. The options do not begin to vest until the
market price of the Common Shares 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.

15
<PAGE>
In addition, Mr. Sharp's employment agreement provides 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 Common Shares on the date of grant. Any such grant will be
based on a review of the Company's financial performance during such year. Mr.
Sharp did not receive an option grant at the end of 1994 because of the
Company's performance in 1994.

Mr. Stephen R. Cohen served as Chairman of the Board of Directors of the
Company during the fiscal year ended December 25, 1994. Mr. Cohen retired from
his position as Chairman of the Board effective January 31, 1995 pursuant to the
terms of the Termination Agreement. See "Employment Contracts, Termination of
Employment and Change in Control Arrangements."

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 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 Peer Group.

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

12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94

TPI Enterprise .... $100.00 $70.69 $81.03 $117.24 $136.21 $53.45
S&P 500 Index ..... $100.00 $96.89 $126.42 $136.05 $149.76 $151.74
Peer Group ........ $100.00 $98.17 $176.22 $210.48 $191.22 $139.71

(1) $100 invested on 12/31/89 in stock or index - including reinvestment of
dividends.

(2) The Peer Group is comprised of Bob Evans Farms, Cracker Barrel Old Country
Store, Flagstar Companies, Inc., IHOP Corp., Perkins Family Restaurants,
Shoney's, Inc., Vcorp Restaurants, Inc.

16
<PAGE>
RATIFICATION OF THE
1995 EMPLOYEE STOCK PURCHASE PLAN

GENERAL

On December 16, 1994, the Board adopted the 1995 Employee Stock Purchase
Plan (the "Plan") and recommended that it be submitted to the Company's
shareholders at the Annual Meeting for their ratification. The Plan is designed
to provide eligible employees of the Company and its participating subsidiaries,
(collectively "Participating Companies") with added incentive to continue in the
employment of the Participating Companies by permitting them to purchase Common
Shares on a discounted basis through payroll withholding. The Plan is intended
to be a successor to the Company's 1989 Employee Stock Purchase Plan, as amended
(the "1989 Plan").

The New Plan Benefits Table provided below sets forth the estimated maximum
number of Common Shares that each listed person, and each listed group, will be
entitled to acquire in accordance with the Plan (based on the stock price in
effect on March 31, 1995). The amounts listed under the column captioned "Dollar
Value" equal fifteen percent (15%) of the result obtained by multiplying (i) the
maximum number of Common Shares that can be acquired by each person or group by
(ii) the March 31, 1995 stock price.

NEW PLAN BENEFITS
1995 EMPLOYEE STOCK PURCHASE PLAN

<TABLE><CAPTION>
NUMBER
DOLLAR OF
NAME AND POSITION VALUE($) UNITS
- -------------------------------------------------------------------- ----------- ------
<S> <C> <C>
J. Gary Sharp(1).................................................... 0 0
Frederick W. Burford(1)............................................. 0 0
Robert A. Kennedy(2)................................................ 0 0
Haney A. Long, Jr.(2)............................................... 0 0
Stephen R. Cohen(3)................................................. 0 0
Executive Group..................................................... 0 0
Non-Executive Director Group (1).................................... 0 0
Non-Executive Officer Employee Group................................ $78,057(4) 94,602(4)
</TABLE>

- ------------
(1) Participation in the Plan is not open to directors of the Company.

(2) Messrs. Kennedy and Long have elected not to participate in the Plan.

(3) Mr. Cohen retired as Chairman of the Board of Directors, effective January
31, 1995.

(4) Based upon the number of units purchased in fiscal year 1994 under the 1989
Plan, the terms of which are substantially similar to those of the Plan.

SUMMARY OF PLAN

The following summary of certain features of the Plan is qualified in its
entirety by reference to the Plan which is attached hereto as Exhibit A.

The Plan is administered by the Compensation Committee of the Board (the
"Committee"), which appoints the Plan Trustees, consisting of at least three
officers or employees of any of the Participating Companies (and/or a fiduciary
institution). The Plan Trustees are Frederick W. Burford, Joy Palmer and Michael
D. Sanford. The Board or Committee has the authority to interpret the Plan and
to establish rules and regulations. The Committee may remove any or all of the
Plan Trustees in its sole discretion.

Up to 1,000,000 Common Shares in the aggregate may be purchased under the
Plan, subject to adjustment in the event of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation or other
corporate reorganization in which the Company is the surviving corporation. The
Common Shares subject to issuance under the Plan may be treasury shares,
authorized and unissued shares or a combination thereof.

Participation under the Plan is open to all active employees of the
Participating Companies who are at least 18 years of age except (i) employees
who have not been continuously employed by the Participating Companies for at
least six months, (ii) employees whose customary employment by the

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Participating Companies is 20 hours or less per week, (iii) employees whose
customary employment by the Participating Companies is five months or less in
any calendar year, and (iv) directors of the Company. Employees who, immediately
upon enrollment in the Plan, would, together with certain relatives, own more
than 5% of the total combined voting power or value of all classes of stock of
the Company or any subsidiary corporation thereof are not eligible. The
approximate number of persons eligible to participate in the Plan is 3,424.

The Plan will become effective on April 17, 1995. Payment for Common Shares
is to be made in installments through payroll deductions over the Plan's
designated purchase period (the "Purchase Period"), which is each of thirteen
accounting periods during each calendar year.

Each eligible employee may enroll in the Plan as of the first day of the
Purchase Period following the month in which such employee first becomes
eligible to participate in the Plan or as of the first day of any subsequent
Purchase Period. Each eligible employee who was a participant in the 1989 Plan
as of April 16, 1995 shall be automatically enrolled in the Plan, however, any
such participant may elect not to enroll in the Plan.

Each eligible employee may authorize payroll deductions under the Plan in an
amount not to exceed 10% of the participant's compensation (before withholding
or other deductions). For purposes of the Plan, "compensation" means gross
salary or wages (including overtime, tips and gratuities, but exclusive of
incentive bonuses, and certain other fringe benefits).

Within ten days after the last day of the Purchase Period, funds credited to
each participant's account will be applied to the purchase of whole Common
Shares. No interest will be paid on amounts held in a participant's account. The
purchase price per Common Share under the Plan for any Purchase Period shall be
85% of the fair market value of Common Shares on the first business day or the
last business day of such Purchase Period, whichever is less. The Company
generally issues Common Shares in uncertificated form to the Plan Trustees to
hold in a trust account established in each participant's name. Any cash balance
remaining after the purchase of whole shares for the trust account of a
participant for a Purchase Period, any Plan deductions that accrue after the
last payroll date of a Purchase Period, and any additional payments sent by the
participant to the Company pursuant to the Plan that are not timely received
with respect to such Purchase Period shall be applied to the purchase of Common
Shares for the trust account of such participant at the end of the next
succeeding Purchase Period unless the participant withdraws from the Plan, or
the Plan terminates, prior to such date. Trust accounts shall also include all
amounts and all Common Shares that have been transferred from the 1989 Plan
pursuant to the terms of the 1989 Plan.

A participant may make a written request to the Company for the issuance of
certificates for his whole shares held in his trust account by the Plan Trustees
at any time.

A participant may at any time elect to terminate his participation in the
Plan, except that no such termination shall be effective as to any Purchase
Period unless such election is received in writing by the Participating Company
that is the employer of such participant at least five days prior to the last
day of such period. A participant may not at any time request payment to him of
all or any part of any cash amounts without thereby terminating his
participation in the Plan.

The Plan will terminate if it does not receive the approval of a majority of
the shareholders of the Company voting at the Annual Meeting. The Plan will
terminate in any event on April 17, 2005 or at such earlier time as the Board
determines, or if earlier, when all Common Shares available for sale under the
Plan have been purchased. If at any time the number of Common Shares remaining
available

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for purchase unde the Plan is not sufficient to satisfy all then outstanding
purchase rights, the Board or the Committee may determine an equitable basis of
apportioning available shares among all participants.

The Board may amend the Plan from time to time; provided, however, that no
such amendment shall (a) materially adversely affect any purchase rights
outstanding under the Plan during the Purchase Period in which such amendment is
to be effected, (b) increase the maximum number of Common Shares which may be
purchased under the Plan (except for adjustment for certain capital changes as
provided in the Plan), or (c) decrease the purchase price of the Common Shares
for any Purchase Period below 85% of the fair market value of the Common Shares
on the applicable valuation date of such period.

Upon termination of the Plan, a refund of all amounts held as of such date
of termination, as well as certificates for the whole Common Shares then held by
the Plan Trustees for the benefit of participants, shall be delivered to
participants as soon as practicable after such date of termination.

Rights acquired under the Plan are not transferable and may be exercised
only by a participant.

No eligible employee or participant shall by reason of the Plan have any
rights of a shareholder of the Company until and to the extent he shall acquire
Common Shares (whether or not certificated).

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Plan is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. Assuming such
qualification, a participant will not recognize income in connection with his
participation in the Plan (other than upon the payment of dividends with respect
to Common Shares purchased under the Plan) prior to the date that the
participant disposes of Common Shares acquired by him under the Plan ("Plan
Stock").

A participant who disposes of Plan Stock (by sale, exchange, gift or other
transfer covered by Section 425(c) of the Code, more than two years after the
first day of the Purchase Period with respect to which the Plan Stock was
purchased (such first day of the period is herein referred to as the "offering
date"), will recognize ordinary income equal to the lesser of (i) 15% of the
fair market value of such shares on the offering date or (ii) the excess, if
any, of the fair market value of the shares on the date of the disposition over
the purchase price of the shares. In addition, such participant will recognize
long-term capital gain equal to the excess, if any, of the proceeds from the
disposition over the sum of (i) the purchase price of the shares and (ii) the
amount of ordinary income the participant recognizes (as described in the
preceding sentence). If the proceeds of the disposition are less than the fair
market value of the shares on the date of purchase, the participant will be
entitled to a long-term capital loss equal to the amount of such difference.

If a participant disposes of Plan Stock within two years or less after the
applicable offering date (a "disqualifying disposition"), such participant will
be required to recognize ordinary income equal to the excess of the fair market
value of such shares on the date of their purchase over the purchase price of
the shares. In addition, such participant will be required to recognize capital
gain equal to the excess, if any, of the proceeds from the disposition over the
fair market value of the shares on the date on which they were purchased. If the
proceeds from the disposition are less than the fair market value of the shares
on the date on which they were purchased, such participant will be entitled to a
capital loss equal to the amount of such difference. A capital gain or loss
described in this paragraph will be characterized as long-term if the applicable
shares are disposed of more than one year after they are acquired and short-term
if the applicable shares are disposed of one year or less after they are
acquired.

The Company is not entitled to any deduction in connection with the purchase
or disposition of Common Shares under the Plan, other than in connection with a
disqualifying disposition. If a participant makes a disqualifying disposition,
the Company is entitled to a deduction equal to the amount of ordinary income
recognized by such participant, provided that applicable withholding
requirements are satisfied.

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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 RATIFICATION OF THE PLAN.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has again selected the firm of Deloitte & Touche LLP
to serve as the Company's independent auditors for the fiscal year ending
December 31, 1995 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 LLP,
the selection of independent certified public accountants will be reconsidered
by the Board of Directors.

It is anticipated that representatives of Deloitte & Touche LLP 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 4, 1995 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

Palm Beach Gardens, Florida
April 3, 1995

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 25, 1994, 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., 3950 RCA BLVD, SUITE 5001, PALM BEACH GARDENS, FLORIDA 33410.

20
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ANNEX A

TPI ENTERPRISES, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose. The purpose of the 1995 Employee Stock Purchase Plan (the
"Plan") is to provide employees of TPI Enterprises, Inc. (the "Company") and its
Subsidiary Companies (as hereinafter defined in Section 14) with added incentive
to continue in the employment of such companies and to encourage increased
efforts to promote the best interests of such companies by permitting eligible
employees to purchase shares of common stock of the Company, par value $.01 per
share (the "Common Stock"), at prices less than the then current market price
thereof. The Plan is intended to qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").
The Plan is intended to be a successor to the Company's 1989 Employee Stock
Purchase Plan, as amended (the "1989 Plan"). The Company and its Subsidiary
Companies are sometimes hereinafter called collectively the "Participating
Companies."

2. Eligibility. Participation under the Plan shall be open to all active
employees of the Participating Companies who are at least 18 years of age except
(a) employees who have not been continuously employed by the Participating
Companies (and certain predecessor employers as determined by the Compensation
Committee (as defined hereafter)) for at least six months; (b) employees whose
customary employment by the Participating Companies is 20 hours or less per
week; (c) employees whose customary employment by the Participating Companies is
for not more than five months in any calendar year; and (d) directors of TPI
Enterprises, Inc. Employees of the Participating Companies who are eligible to
participate in the Plan pursuant to this Section shall be referred to as
"Eligible Employees." No right to purchase Common Stock shall accrue under the
Plan in favor of any person who is not an Eligible Employee, and no Eligible
Employee shall acquire such right to purchase (i) if, immediately after
receiving such right, such employee would own 5% or more of the total combined
voting power or value of all classes of stock of the Company or any subsidiary
corporation (as defined in Section 424(f) of the Code) thereof, taking into
account in determining stock ownership any stock attributable to such employee
under Section 424(d) of the Code; or (ii) if such right would permit such
employee's rights to purchase stock under all employee stock purchase plans from
time to time in effect of the Company and its subsidiary corporations (as
defined in Section 424(f) of the Code) to accrue at a rate which exceeds $25,000
of fair market value of such stock for each calendar year, all determined in the
manner provided by Section 423(b)(8) of the Code. For purposes of the Plan,
"Compensation Committee" is a committee designated by the Company's Board of
Directors (the "Board"), which committee members are not eligible to participate
in the Plan (hereinafter sometimes referred to as the "Committee").

3. Effective Date of Plan; Purchase Periods. The Plan shall become effective
on April 17, 1995, subject to shareholders' approval as set forth in Section 8
of the Plan ("Effective Date"). The first purchase period (the "Initial Purchase
Period") under the Plan shall commence on the Effective Date. The term "Purchase
Period" shall have such meaning as may be determined by the Compensation
Committee from time to time. Without further action by the Compensation
Committee, "Purchase Period" shall mean each of the consecutive thirteen
four-week periods beginning with the Initial Purchase Period commencing on April
17, 1995. In certain years, the final Purchase Period in a calendar year may be
five weeks long.

4. Basis of Participation. (a) Each Eligible Employee shall be entitled to
enroll in the Plan as of the first day of the Purchase Period following the
month in which such employee shall first become an Eligible Employee. If such
employee shall not enroll in the Plan as of such day, he shall be entitled to
enroll in the Plan as of the first day of any subsequent Purchase Period.
Notwithstanding the foregoing, each Eligible Employee who was a participant in
the 1989 Plan as of April 16, 1995 shall automatically be enrolled in the Plan
as of its Effective Date, and such Participant's most recent valid payroll

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deduction authorization card under the 1989 Plan shall be deemed to be a valid
Authorization (as defined below) under the Plan. Any such participant, however,
may elect not to enroll in the Plan, or may file a revised Authorization, as
described below.

To enroll in the Plan, an Eligible Employee shall execute and deliver a
payroll deduction authorization card (the "Authorization") which shall become
effective on the first day of the first Purchase Period which begins on or after
the date which is ten days after the date on which such Authorization, if
properly executed, is received by the Plan trustees as determined pursuant to
the Amended and Restated TPI Enterprises, Inc. Employee Stock Purchase Plan
Trust Agreement (the "Plan Trustees"). Each Authorization from an Eligible
Employee shall direct that deductions be made by the Participating Company that
is the employer of such Eligible Employee for each payroll period ending during
the period while such employee is a participant in the Plan. The amount of each
payroll deduction specified in an Authorization for each such payroll period
shall be a whole percentage amount not to exceed 10% of the participant's
compensation (before withholding or other deductions) from time to time paid to
such participant by the Participating Company that is his employer for such
payroll period. For purposes of this Plan, "compensation" shall mean gross
salary or wages (including overtime, tips and gratuities, but exclusive of
incentive bonuses, and certain other fringe benefits as may be determined from
time to time by the Compensation Committee).

(b) Payroll deductions shall be made for each participant in accordance with
such participant's Authorization until the participant's participation in the
Plan terminates, his Authorization is revised or the Plan terminates, all as
hereinafter provided.

(c) A participant may change the amount of his payroll deductions as of the
first day of any Purchase Period while the Plan is in effect. No other changes
by a participant in the amount of his payroll deduction shall be permitted
except that a participant may elect to terminate his participation in the Plan
as hereinafter provided. All such permitted changes shall be effected by filing
a new Authorization with the Plan Trustees. Such amendment by a participant
shall become effective on the first day of the first Purchase Period which
begins on or after the date which is ten days after the date on which such
authorization, if properly executed, is received by the Plan Trustees.

(d) The following shall be accumulated during each Purchase Period, recorded
by the Company for each Purchase Period, and used by the Company for general
corporate purposes: (i) payroll deductions authorized pursuant to paragraphs
(a), (b), or (c) of this Section 4 (with respect to each participant, the "Plan
Deductions"); and (ii) cash dividends paid with respect to those shares of
Common Stock purchased pursuant to the terms of this Plan for which the
participants owning such shares have not requested certificates. Within ten days
after the last day of each Purchase Period, the aggregate amount so recorded for
such Purchase Period for each participant shall be applied to the purchase, for
the trust account established under this Plan for such participant (the "Trust
Account," and collectively, the "Trust Accounts"), of the number of whole shares
of Common Stock determined by dividing (x) such amount by (y) the Purchase Price
(as hereinafter defined) for such Purchase Period; provided, however, that in no
event will the number of shares of Common Stock purchased for a participant's
Trust Account for any Purchase Period exceed an amount determined under the
following formula: 2 x (A/B), where A equals the Plan Deductions for and
Recorded Amounts (as hereinafter defined) to be applied in such Purchase Period,
and B equals the product of 0.85 and the fair market value of a share of Common
Stock on the first day of such Purchase Period. Any cash balance remaining after
the purchase of whole shares for the Trust Account of a participant for a
Purchase Period, any Plan Deductions that accrue after the last payroll date of
a Purchase Period, and any additional payments sent by the participant to the
Company pursuant to paragraph (e) of this Section 4 that are not timely received
with respect to such Purchase Period (such cash balances, Plan Deductions and
additional payments are referred to collectively as "Recorded Amounts") shall be
retained, used and recorded by the Company in the same manner as described in
the first sentence of this paragraph (d) and shall be applied to the purchase of
shares of Common Stock for the Trust Account of such participant at the end of
the next succeeding Purchase Period unless the participant withdraws from the

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Plan, or the Plan terminates, prior to such date. In the event of such a
withdrawal or termination, such amount shall be paid in cash to the participant
within three weeks of the occurrence of such event.

Notwithstanding the foregoing, as of the Effective Date, the Trust Accounts
shall also include all amounts and all shares of Common Stock that have been
transferred from the 1989 Plan pursuant to the terms of the 1989 Plan.

(e) Since the amount of a payroll check from a Participating Company to a
participant may not reflect the amount of tips and gratuities received by the
participant, the amount of a payroll check may at times be insufficient to fund
all of the payroll deductions that a participant has authorized pursuant to the
Plan or otherwise for such payroll period. In such event, funds available for
deduction will be allocated according to the following priorities:

(i) Statutorily required payroll deductions, including withholdings for
federal income tax, any state and local taxes and FICA.

(ii) Except for deductions stipulated below, all other deductions
presently withheld by the Participating Company, including deductions for
the cost of a participant's uniforms, bad checks, shortages, garnishments,
advances, charitable contributions, and insurance.

(iii) Plan Deductions.

(iv) Christmas Club.

If, after deductions for items with higher priorities, the funds remaining
are inadequate to fund the full amount of the Plan Deductions, the participant
shall have the option of paying into the Plan an additional amount equal to the
difference between (x) his Plan Deductions for such payroll period and (y) the
amount of funds available after deduction for items with higher priorities than
that of the Plan. If a participant chooses to pay an additional amount into the
Plan, such additional amount must be paid by check payable to the Company, and
must be sent to the Company at the address of its principal executive offices.
Such check must be received by the Company at least ten days before the end of
the Purchase Period in which the participant expects such amount to be invested
in shares of Common Stock. Any such payment shall be applied under the Plan in
the same manner as a Plan Deduction. Any such payment will be returned to a
participant only if a written request is received by the Plan Trustees at least
48 hours before such payment is invested.

5. Purchase Price. The purchase price (the "Purchase Price") per share of
Common Stock hereunder for any Purchase Period shall be 85% of the lesser of the
fair market value of a share of Common Stock on the first business day or the
last business day of such Purchase Period; provided that if such percentage
results in a fraction of one cent, the Purchase Price shall be increased to the
next higher full cent. The fair market value of a share of Common Stock on the
applicable valuation date of a Purchase Period shall be deemed to be the closing
selling price of the Common Stock on NASDAQ or on the exchange on which such
Common Stock is listed on such day, or if there shall be no such sale of the
Common Stock on such day, then on the next preceding day on which there shall
have been such a sale. In no event, however, shall the Purchase Price be less
than the par value of the Common Stock.

6. Issuance of Shares. Common Stock issued under the Plan will be held by
the Plan Trustees in trust, in uncertificated form or otherwise as the
Compensation Committee may determine from time to time, (i) in the name of the
participant, or (ii) if his Authorization so specifies, in the name of the
participant and another person of legal age as joint tenants with rights of
survivorship, unless prohibited by any provision of applicable law. A
participant may make a written request to the Company for the issuance of
certificates for his whole shares at any time, but the Company shall not be
required to issue any certificates to such participant sooner than three weeks
after receipt of such request.

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The balance of a participant's accumulated Plan Deductions for a Purchase
Period shall be debited in the amount of $3.00 for each request that
certificates be issued that is received during such Purchase Period from such
participant.

No interest shall at any time accrue with respect to any Plan Deduction or
Recorded Amount. After the close of every fiscal quarter of the Company (or more
often, in the sole discretion of the Compensation Committee) a report will be
made to each participant, stating the number of shares of Common Stock
purchased, the date of purchase, the applicable Purchase Prices, the fair market
value of the Common Stock on which such Purchase Prices were based, the total
dollar amount of the purchases and the total number of shares which are then
held in the Trust Account of such participant.

7. Termination of Participation. A participant may at any time elect to
terminate his participation in the Plan, except that no such termination shall
be effective as to any Purchase Period unless such election is received in
writing by the Participating Company that is the employer of such participant at
least five days prior to the last day of such Purchase Period. If such election
to terminate is received prior to the last day of such Purchase Period, but is
not received at least five days prior thereto, the Plan Deductions of the
participant making such election shall be stopped as of the earliest practicable
date (the "Deduction Termination Date") following receipt of such election.
Accumulated Plan Deductions and Recorded Amounts for the portion of such
Purchase Period prior to the Deduction Termination Date will be applied to the
purchase of Common Stock in keeping with the terms of the Plan.

If a participant's payroll deductions are interrupted by any legal process,
an election to terminate will be considered as having been received from him on
the day such interruption occurs.

No distribution of certificates (or Recorded Amounts, if any) shall be made
to any participant who terminates his or her participation in the Plan unless
such participant so requests the Company in writing. A participant may not at
any time request payment to him of all or any part of any such Recorded Amount
without thereby terminating his participation in the Plan. Certificates for the
shares of Common Stock held for the benefit of such participant by the Plan
Trustees will remain in such participant's Trust Account, and any such Recorded
Amounts will be held by the Company, unless otherwise requested by such
participant.

A participant who has withdrawn from the Plan may rejoin the Plan, provided
that such participant (a) remains an Eligible Employee at the time he rejoins
the Plan, and (b) executes and delivers a new Authorization. Such new
Authorization will not become effective with respect to such participant until
the first day of the first Purchase Period which begins after three complete
calendar months have elapsed following the date on which the most recent
withdrawal from the Plan by such participant became effective.

In the event of the death of any participant, the termination of his
employment with any of the Participating Companies for any reason (unless he
remains or immediately becomes employed by another Participating Company), or
any other cessation of his eligibility to participate in the Plan, his
participation in the Plan shall immediately terminate, and all Plan Deductions
and other Recorded Amounts not used to purchase Common Stock as of the date of
such termination, together with a certificate for the whole shares of Common
Stock held for his benefit by the Plan Trustees, shall be returned to him or his
legal representatives within three weeks upon his written request or the written
request of such representatives to the Company. If no such request is received
by the Company within one year of the date on which the participation of such
participant in the Plan terminates, the Company or the trustees shall send a
notice to the last known address of such participant. Unless the Company or the
Trustees becomes aware, subsequent to the date on which such notice is sent (the
"Notice Date"), of a change in the address of such participant, such Plan
Deductions, Recorded Amounts, and certificate shall be sent to such
participant's last known address within 60 days after the Notice Date.

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8. Termination or Amendment of the Plan. The Company, by action of the
Board, may terminate the Plan as of the beginning of any Purchase Period. Notice
of termination shall be given to all participants, but any failure to give such
notice shall not impair the effectiveness of the termination.

Without any action being required, the Plan will terminate in any event if
it does not receive the approval of the shareholders of the Company, in a manner
described in Section 423(b)(2) of the Code and regulations thereunder, within 12
months before or after the Plan is adopted by the Board. If such approval is not
received, certificates for all shares of Common Stock held in the Trust Accounts
of the participants, and all Recorded Amounts with respect to such participants,
shall be distributed to such participants in accordance with such Trust Accounts
and records as soon as practicable after such failure to receive shareholder
approval. Without any action being required, the Plan will terminate upon the
expiration of 10 years from the Effective Date, or at any earlier time if the
maximum number of shares of Common Stock to be sold under the Plan (as
hereinafter provided in Section 12) has been purchased, but such termination
shall not impair any rights which under the Plan shall have vested on or prior
to the date of such termination. If at any time the number of shares of Common
Stock remaining available for purchase under the Plan is not sufficient to
satisfy all then outstanding purchase rights, the Board or the Committee may
determine an equitable basis of apportioning available shares among all
participants.

The Board may amend the Plan from time to time in any respect in order to
meet changes in legal requirements or for any other reason; provided, however,
that no such amendment shall (a) materially adversely affect any purchase rights
outstanding under the Plan during the Purchase Period in which such amendment is
to be effected, (b) increase the maximum number of shares of Common Stock which
may be purchased under the Plan (except as provided in Section 12 hereof), or
(c) decrease the Purchase Price of the Common Stock for any purchase period
below 85% of the fair market value of the Common stock on the applicable
valuation date of such period.

Upon termination of the Plan, a refund of all Recorded Amounts as of such
date of termination, as well as certificates for the whole shares of Common
Stock then held by the Plan Trustees for the benefit of participants, shall be
delivered to participants as soon as practicable after such date of termination.

9. Non-Transferability. Rights acquired under the Plan are not transferable
and may be exercised only by a participant.

10. Shareholders' Rights. No Eligible Employee or participant shall by
reason of the Plan have any rights of a shareholder of the Company until and to
the extent he shall acquire shares of Common Stock (whether or not certificated)
as herein provided.

11. Administration of the Plan. The Plan shall be administered by the
Compensation Committee so as to ensure that all participants have the same
rights and privileges as are provided by Section 423(b)(5) of the Code.

Members of the Compensation Committee may be appointed from time to time by
the Board and shall be subject to removal by the Board. The decision of a
majority in number of the members of the Committee in office at the time shall
be deemed to be the decision of the Committee.

The Board or the Committee, from time to time, may approve the forms of any
documents or writings provided for in the Plan, may adopt, amend and rescind
rules and regulations not inconsistent with the Plan for carrying out the Plan
and may construe the Plan. The Board or the Committee may delegate
responsibility for maintaining all or a portion of the records pertaining to
participants' accounts to persons not affiliated with the Participating
Companies. All expenses of administering the Plan shall be paid by the
Participating Companies. The interpretation and construction by the Committee of
any provisions of the Plan shall be final. The Committee may from time to time
adopt such rules and regulations for carrying out the Plan as it may deem best.
No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, if such liability would be

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inconsistent with the provisions of the Certificate of Incorporation or By-Laws
of the Company. The Company shall indemnify and hold harmless each member of the
Committee, and each other director or employee of the Company to whom any duty
or power relating to the administration or interpretation of the Plan has been
delegated, against any cost, expense (including reasonable attorneys' fees) or
liability arising out of any action, omission or determination relating to the
Plan, to the fullest extent permitted by the Certificate of Incorporation and
By-Laws of the Company, and by New Jersey law.

12. Changes in Capital; Dividends. The maximum number of shares of Common
Stock may be purchased under the Plan is 1,000,000, subject, however, to
adjustment as hereinafter set forth. Common Stock sold hereunder may be treasury
shares, authorized and unissued shares or a combination thereof. If at any time
the numbers of shares remaining available for purchase under the Plan is not
sufficient to satisfy all then outstanding purchase rights, the available shares
will be apportioned among all participants on an equitable basis.

If the Common Stock subject to the Plan shall at any time be changed or
exchanged by declaration of a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation or other corporate
reorganization in which the Company is the surviving corporation, the number and
kind of shares subject to this Plan and the prices shall be appropriately and
equitably adjusted so as to maintain the prices thereof. In the event of a
dissolution or liquidation of the Company or a merger, consolidation, sale of
all or substantially all of its assets, or other corporate reorganization in
which the Company is not the surviving corporation but the holders of Common
Stock receive securities of another corporation, any outstanding options
hereunder shall not in any way prevent any transaction described herein and no
holder of an option shall have the right to prevent such transaction.

Any cash dividends paid upon Common Stock (whether or not uncertificated)
held by the Plan Trustees pursuant to the Plan shall be treated as described in
paragraph (d) of Section 4 herein. Any cash dividends paid upon shares of Common
Stock that have been issued pursuant to the Plan and for which certificates have
been issued to the participant will not be automatically invested in shares of
Common Stock but will be paid directly to the participant.

Similarly, in the case of stock dividends or stock splits upon shares of
Common Stock that have been issued pursuant to the Plan and for which
certificates have been issued to the participant, certificates representing such
stock dividends or stock splits will be sent directly to the participant. In the
case of stock dividends or stock splits upon shares of Common Stock (whether or
not uncertificated) held by the Plan Trustees, the number of shares in the
participant's Trust Account will be increased appropriately.

13. Application of Funds. The proceeds received by the Company from the
issuance of Common Stock pursuant to the Plan will be used for general corporate
purposes.

14. Miscellaneous. Except as otherwise expressly provided herein, any
Authorization, election, notice or document under the Plan from any Eligible
Employee or participant shall be delivered to his employer corporation and,
subject to any limitation specified in the Plan, shall be effective when so
delivered.

The term "Subsidiary Companies" shall mean TPI Restaurants, Inc., and such
other subsidiary corporations (within the meaning of Section 424(f) of the Code)
of which the Company is a common parent as the Board of Directors of the Company
shall determine from time to time.

The masculine pronoun shall include the feminine.

The Plan, and the Company's obligation to sell and deliver shares of Common
Stock hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approval by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.

A-6

<PAGE>

REVOCABLE PROXY - TPI ENTERPRISES, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 1995 ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints J. Gary Sharp and Frederick W. Buford, 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
adjournments thereof. The Annual Meeting will be held at the Palm Beach Gardens
Marriott, 4000 RCA Boulevard, Palm Beach Gardens, Florida on May 4, 1995 at
9:00 a.m., local time.

The shares represented by this proxy will be voted as directed by the
undersigned. IF NO INSTRUCTIONS ARE SPECIFIED, THE UNDERSIGNED'S VOTE WILL BE
CAST "FOR" THE ELECTION OF NOMINEES NAMED IN PROPOSAL 1, "FOR" PROPOSAL 2,
"FOR" PROPOSAL 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
Directors 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, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED
PREPAID ENVELOPE.

SEE REVERSE
SIDE

<PAGE>

[X] Please mar your
votes as in this
example.

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

FOR WITHHELD
1. Election of
Directors [ ] [ ] The election as directors of the
nominees listed below to serve
For, except vote withheld from the until the next Annual Meeting.
following nominee(s):
J. Gary Sharp, Frederick W. Buford,
Paul James Siu, Edwin B. Spievack,
- ---------------------------------- Osvaldo Cisneros, Thomas M. Taylor,
John L. Marion, Douglas K. Bratton
and Lawrence F. Levy.

2. The approval of the Company's 1995 FOR AGAINST ABSTAIN
Employee Stock Purchase Plan. [ ] [ ] [ ]

3. The ratification of the appointment FOR AGAINST ABSTAIN
of Deloitte & Touche LLP as [ ] [ ] [ ]
independent auditors for the fiscal
year ending December 31, 1995.

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and at adjournment
thereof.

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

__________________________________________________
Signature

__________________________________________________
Signature, if held jointly

Date:_______________________________________, 1995