SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
UNO RESTAURANT CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
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and 0-11.
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[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
UNO RESTAURANT CORPORATION TO BE HELD ON
FEBRUARY 25, 2000
The Annual Meeting of Stockholders of UNO RESTAURANT CORPORATION will be
held on Friday, February 25, 2000 at 9:00 a.m., at Fleet National Bank, 100
Federal Street (BankBoston Building), 2nd Floor, Longlane Room, Boston,
Massachusetts, for the following purposes:
1. To elect three Class III directors to hold office until the 2003 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualified.
2. To ratify the appointment of one Class I director to hold office until
the 2001 Annual Meeting of Stockholders and until her successor is duly elected
and qualified.
3. To ratify the appointment of one Class II director to hold office until
the 2002 Annual Meeting of Stockholders and until his successor is duly elected
and qualified.
4. To consider and act upon any matters incidental to the foregoing
purposes and any other matters which may properly come before the Meeting or any
adjourned session thereof.
The Board of Directors has fixed January 26, 2000 as the record date for
determining the stockholders entitled to notice of, and to vote at, the Meeting.
You are cordially invited to attend the Meeting.
By Order of the Board Of Directors
George W. Herz II
Secretary
Boston, Massachusetts
January 31, 2000
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING FORM OF PROXY,
SO THAT, IF YOU ARE UNABLE TO ATTEND THE MEETING, YOUR SHARES MAY NEVERTHELESS
BE VOTED. HOWEVER, THE PROXY IS REVOCABLE AS DESCRIBED IN THE PROXY STATEMENT.
UNO RESTAURANT CORPORATION
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON FEBRUARY 25, 2000
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Uno Restaurant Corporation, a Delaware
corporation with its principal executive offices at 100 Charles Park Road, West
Roxbury, Massachusetts 02132 (referred to hereinafter as the "Company"), for use
at the Annual Meeting of Stockholders to be held on February 25, 2000, and at
any adjournment or adjournments thereof (the "Meeting"). The enclosed proxy
relating to the Meeting is solicited on behalf of the Board of Directors of the
Company and the cost of such solicitation will be borne by the Company. It is
expected that this proxy statement and the accompanying proxy will be mailed to
stockholders on or about January 31, 2000. Certain of the officers and regular
employees of the Company may solicit proxies by correspondence, telephone or in
person, without extra compensation. The Company may also pay to banks, brokers,
nominees and certain other fiduciaries their reasonable expenses incurred in
forwarding proxy material to the beneficial owners of securities held by them.
Only stockholders of record at the close of business on January 26, 2000
will be entitled to receive notice of, and to vote at, the Meeting. As of that
date, there were outstanding and entitled to vote 11,403,833 shares of Common
Stock, $.01 par value, of the Company (the "Common Stock"). Each such
stockholder is entitled to one vote for each share of Common Stock so held and
may vote such shares either in person or by proxy.
The enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, for the election of the nominees
as directors. If any other matters shall properly come before the Meeting, the
enclosed proxy will be voted by the proxies in accordance with their best
judgment. The proxy may be revoked at any time prior to exercise by filing with
the Secretary of the Company a written revocation, by executing a proxy with a
later date, or by attending and voting at the Meeting.
1
ELECTION OF DIRECTORS
PROPOSAL NO. 1, 2 AND 3
GENERAL. The Company's Restated Certificate of Incorporation and Bylaws
provide that the Board of Directors shall be divided into three classes. At each
Annual Meeting of Stockholders following the initial classification, the
directors elected to succeed those whose terms expire shall be identified as
being the same class as the directors they succeed and shall be elected to hold
office for a term to expire at the third Annual Meeting of Stockholders after
their election, and until their respective successors are duly elected and
qualified, unless an adjustment in the term to which an individual director
shall be elected is made because of a change in the number of directors.
The Restated Certificate of Incorporation sets the initial number of
directors at seven and authorizes the Board of Directors and the stockholders to
change the number from time to time. In August 1999, the Board of Directors
voted to increase the number of directors to nine and appointed Tamara P. Davis
as a Class I director, Kenneth D. Hill as a Class II director, and James J.
Kerasiotes as a Class III director.
PROPOSAL NO. 1. Under Proposal No. 1, three Class III directors are to be
elected to serve until the 2003 Annual Meeting of Stockholders and until their
respective successors have been duly elected and qualified. The terms of
Aaron D. Spencer, Stephen J. Sweeney, James F. Carlin, Jr. and James J.
Kerasiotes expire at the Meeting. Mr. Spencer, Mr. Carlin and Mr. Kerasiotes
have been renominated for election as a Class III director. Mr. Sweeney is
retiring and will not stand for reelection. The Company would like to express
its gratitude to Mr. Sweeney for his valuable years of service as a director.
PROPOSAL NO. 2. Under Proposal No. 2, the appointment of Tamara P. Davis by
the Board of Directors as a Class I director is to be ratified. Ms. Davis, as a
Class I director, will hold office until the 2001 Annual Meeting of Stockholders
and until her successor is duly elected and qualified.
PROPOSAL NO. 3. Under Proposal 3, the appointment of Kenneth D. Hill by the
Board of Directors as a Class II director is to be ratified. Mr. Hill will hold
office until the 2002 Annual Meeting of Stockholders and until his successor is
duly elected and qualified.
The Company's Restated Certificate of Incorporation and By-laws do not
require the stockholders to elect any directors in a class the term of office of
which extends beyond the Meeting. The terms of office of only Class III
directors expire at the Meeting. The terms of office of Class I and Class II
directors continue after the Meeting. However, since Ms. Davis and Mr. Hill were
first appointed by the Board of Directors as a Class I Director and a Class II
Director, respectively, in August 1999, the Board of Directors believes that it
is in the best interests of the Company and its stockholders to seek stockholder
ratification of the appointment of these new directors at the Meeting.
It is the intention of the persons named as proxies to vote for the
ratification of the appointment of Ms. Davis and Mr. Hill as Class I and
Class II directors, respectively. It is also the intention of the persons named
as proxies to vote for the election of Mr. Spencer, Mr. Carlin and
Mr. Kerasiotes as Class III directors.
In the unanticipated event that the any one of Mr. Spencer, Mr. Carlin or
Mr. Kerasiotes should be unable to serve, the persons named as proxies will vote
the proxy for such substitutes, if any, as the present Board of Directors may
designate or to reduce the number of directors. The nominees have not been
nominated pursuant to any arrangement or understanding with any person.
The following table sets forth certain information with respect to the
nominees and each of the directors whose term extends beyond the Meeting,
including the year in which the nominees' terms would
2
expire, if elected. When used below, positions held with the Company include
positions held with the Company's predecessors and subsidiaries.
YEAR TERM
EXPIRES,
DIRECTOR IF ELECTED,
NAME AGE PRINCIPAL OCCUPATION SINCE AND CLASS
- ---- -------- ------------------------------------------ -------- -----------
Aaron D. Spencer*......... 68 Chairman and Director of the Company 1979 2003
Class III
James F. Carlin, Jr.*..... 59 Former Chairman and Chief Executive 1996 2003
Officer of Carlin Consolidated, Inc. Class III
James J. Kerasiotes*...... 46 Chairman and Chief Executive Officer of 2003
Massachusetts Turnpike Authority Class III
Tamara P. Davis**......... 54 Former Chief Executive Officer of UST 2001
Leasing Corporation Class I
John T. Gerlach........... 67 Director of the Graduate Business Program, 1987 2001
Sacred Heart University Class I
Kenneth D. Hill**......... 66 Former Chief Operating Officer of 2002
Applebee's International Inc. Class II
Craig S. Miller........... 50 President, Chief Executive Officer and 1985 2002
Director of the Company Class II
Paul W. MacPhail.......... 36 Executive Vice President, Chief Operating 1999 2002
Officer and Director of the Company Class II
- ------------------------
* Nominees for Class III directors.
** Appointment subject to ratification.
Mr. Spencer, the founder of the Company, has been Chairman of the Company
since 1986 and previously served as the Company's Chief Executive Officer until
September 30, 1996 and as the Company's President until 1986. Mr. Spencer has
34 years of experience in the restaurant industry and was the founder and owner
of the predecessor of the Company which operated a chain of 24 Kentucky Fried
Chicken franchised restaurants at the time the restaurants were sold.
Mr. Carlin was the chairman and chief executive officer of Carlin
Consolidated, Inc., a management and investment company from 1966 to 1998. He
was the chairman of the Massachusetts Board of Higher Education from 1995 to
1999. He was also the receiver for the City of Chelsea, Massachusetts from 1991
to 1992. Mr. Carlin is a director of Health Plan Services, Inc., a trustee of
the Massachusetts Health and Education Tax Exempt Trust, and a trustee or
director of 33 funds managed by John Hancock Mutual Life Insurance Company. He
is also a director of Alpha Analytical, Inc., Carlin Insurance Agency, Inc. and
the Arbella Mutual Insurance Company.
Mr. Kerasiotes has been the chairman and chief executive officer of the
Massachusetts Turnpike Authority since July 1996. From 1992 to 1997, he was the
Massachusetts Secretary of Transportation and the chairman of the Massachusetts
Bay Transportation Authority. From 1991 to 1992, he served as commissioner of
the Massachusetts Highway Department. From 1985 to 1991, he was a founder,
director and stockholder of Alpha Analytical, Inc. and co-founder of Adion, Inc.
From 1981 to 1985, he was a
3
director and shareholder of Rizzo Associates. From 1979 to 1981, he was the
Deputy Commissioner in the Massachusetts Commerce Department.
Ms. Davis is an investment banker and served as president, chief executive
officer and director of UST Leasing Corporation from 1987 to 1993. She served as
a senior vice president at US Trust from 1983 to 1993, as well as an assistant
vice president and corporate finance officer at BankAmeriLease Group, Inc., a
subsidiary of Bank of America from 1979 to 1983. Prior to that, she was the
assistant dean of humanities at Santa Ana College from 1977 to 1979 and an
educator. Ms. Davis currently is chairman of the Massachusetts State College
Building Authority and vice chairman of the Massachusetts Educational Financing
Authority. She is also a director of the Massachusetts Board of Higher Education
and a former director of MuseumShop.com, Inc.
Mr. Gerlach has been the director of the Graduate Business Program of Sacred
Heart University since July 1992. He was the director of the Center for Policy
Issues of Sacred Heart University from January 1990 to July 1992. From 1988 to
1990, he was an adjunct professor of finance in the Graduate School of Business
at Drexel University. From 1986 to 1988, he was associate director of Bear,
Stearns & Co. From 1985 to 1986, he was a consultant for The Horn & Hardart Co.,
and from 1982 to 1985, he was the president and chief operating officer of The
Horn & Hardart Co. Prior to that time, he was a vice president of General Mills
Inc. He is presently a director of Marketing Sources Corporation and Security
American Financial Enterprises, Inc.
Mr. Hill was the president of international development for Applebee's
International, Inc. from 1994 to 1995. Prior to that, he was the executive vice
president and chief operating officer of Applebee's International, Inc. from
1991 to 1994. From 1990 to 1991, he was the president and chief executive
officer of Creative Restaurant Management, Inc. From 1985 to 1991, he was the
president and chief executive officer of T.J. Cinnamons, Ltd. and from 1973 to
1985, he was the president of Gilbert/Robinson, Inc.
Mr. Miller has been President since 1986 and Chief Executive Officer since
September 30, 1996. From 1986 to 1998, he served as Chief Operating Officer.
From 1984 to 1986, he served as a Vice President and then Executive Vice
President of the Company. Prior to joining the Company, he spent 11 years with
the General Mills Inc. restaurant subsidiary, including four years in various
executive capacities with Casa Gallardo Mexican restaurants and 6 years with the
Red Lobster restaurant chain. Mr. Miller has a total of 32 years of experience
in the restaurant industry.
Mr. MacPhail was appointed Executive Vice President and Chief Operating
Officer on December 1, 1998. Mr. MacPhail served as Senior Vice
President--Operations from January 1997 to November 1998. From October 1994 to
January 1997, he served as Divisional Vice President--Operations and from
November 1992 to October 1994, he served as a Regional Director of Operations.
From 1990 to 1992, Mr. MacPhail served with the Company as a General Manager and
Senior Operations Manager. Prior to joining the Company, Mr. MacPhail served for
8 years as a General Manager with Ground Round, Inc. Mr. MacPhail has a total of
16 years of experience in the restaurant industry.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held five meetings during the fiscal
year ended October 3, 1999. Each current director attended at least 75% of the
aggregate number of all meetings of the Board of Directors and committees of
which he was a member during such fiscal year.
The Board of Directors has an Audit Committee, currently comprised of
Messrs. Carlin, Gerlach and Sweeney, which met twice during fiscal year 1999.
The functions performed by this Committee include recommending to the Board of
Directors the engagement of the independent auditors, reviewing the scope
4
of internal controls and the results of internal audit activities, and reviewing
the implementation by management of recommendations made by the independent
auditors.
The Board of Directors also has a Compensation Committee, currently
comprised of Messrs. Carlin, Gerlach and Sweeney. The Compensation Committee met
once during fiscal year 1999. The functions of the Compensation Committee
include making recommendations to the Board of Directors concerning salaries,
incentive plans, benefits and overall compensation.
The Board of Directors also has an Executive Committee, currently comprised
of Messrs. Gerlach, Miller and Spencer. The Executive Committee is responsible
for reviewing and recommending to the Board of Directors for approval major
business decisions, including capital and operating budgets, strategic plans,
financing proposals, executive officer changes and composition of the Board of
Directors. The Executive Committee met four times during fiscal year 1999.
The Board of Directors does not have a nominating committee. Changes in
directors are considered by the whole Board of Directors, based on
recommendations of the Executive Committee.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth certain information as of December 15, 1999
concerning the beneficial ownership of Common Stock by each director, each
nominee for director, each named executive officer in the Summary Compensation
Table under "Executive Compensation," below, all executive officers and
directors as a group, and each person known by the Company to be the beneficial
owner of 5% or more of the Company's Common Stock. This information is based
upon information received from or on behalf of the named individuals.
SHARES OF COMMON
STOCK BENEFICIALLY PERCENT
NAME OWNED (1) OF CLASS
- ---- ------------------ --------
Robert M. Brown(2)(3)(4)(5)......................... 202,109 1.8
James F. Carlin, Jr.(2)(6).......................... 31,969 *
Tamara P. Davis..................................... 0 *
Alan M. Fox(2)(4)(5)................................ 227,296 2.0
John T. Gerlach(2).................................. 27,191 *
Kenneth D. Hill..................................... 0 *
James J. Kerasiotes................................. 0 *
Paul W. MacPhail(2)(4)(5)........................... 131,276 1.1
Craig S. Miller(2)(4)(5)(7)(8)...................... 587,038 5.0
Aaron D. Spencer(2)(4)(9)(10)....................... 4,931,249 43.5
Stephen J. Sweeney(2)............................... 29,016 *
Uno Associates(10).................................. 1,861,977 16.5
Executive Officers and Directors as a Group
(15 Persons)(11).................................. 8,161,282 65.1
- ------------------------
* Represents less than 1%.
5
(1) Unless otherwise noted, the beneficial owners listed have sole voting and
investment power over the shares listed.
(2) Includes the following shares subject to currently exercisable options:
Mr. Brown--192,749; Mr. Carlin--14,919; Mr. Fox--197,535;
Mr. Gerlach--15,609;Mr. MacPhail--130,174; Mr. Miller--494,780;
(3) Includes 1,787 shares held by Mr. Brown's spouse.
(4) Includes the following shares held in participant accounts under the
employee stock ownership provision of the Company's Employee Stock Ownership
Plan (the "ESOP"): Mr. Brown--1,064; Mr. Fox--743; Mr. MacPhail--220;
Mr. Miller--1,791; Mr. Spencer--1,119. The voting power of these shares is
held by the trustees of the ESOP.
(5) Includes the following shares held in participant accounts under the 401(k)
savings provision of the ESOP: Mr. Brown--1,010; Mr. Fox--968;
Mr. MacPhail--882; and Mr. Miller--1,021.
(6) Includes 2,750 shares held in a profit sharing plan and 11,000 shares held
in a family trust.
(7) Includes 11,000 shares held in a deferred compensation account.
(8) Includes 10,312 shares held by a trust created by Mr. Miller, and 220
shares held by Mr. Miller's spouse.
(9) Includes 181,018 shares held by a charitable foundation of which
Mr. Spencer is a trustee.
(10) Uno Associates is a partnership owned 80% by Mr. Spencer and 10% each by
his two adult children, Lisa S. Cohen and Mark Spencer. Mr. Spencer is
deemed to be the beneficial owner of all of the shares held by Uno
Associates, and as a result is deemed to be the beneficial owner of an
aggregate of 6,793,226 shares, including exercisable stock options (59.9% of
the outstanding shares). The mailing address of Uno Associates and
Mr. Spencer is 100 Charles Park Road, West Roxbury, Massachusetts 02132.
(11) Includes all shares beneficially owned by the executive officers and
directors named and as described above, 1,100 shares beneficially owned by
one executive officer not specifically named above, 128,399 shares subject
to currently exercisable options held by one executive officer not
specifically named above, an aggregate of 1,011 shares held in participant
accounts under the 401(k) savings and employee stock ownership provisions of
the ESOP for one executive officer not specifically named above, 550 shares
held in a deferred compensation account for one executive officer not
specifically named above, and 1,100 shares held in a spouses name for one
executive officer not specifically named above.
6
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of each
of the Chief Executive Officer and the four most highly-compensated executive
officers of the Company whose annual salary and bonus, if any, exceeded $100,000
for services in all capacities to the Company during the last three fiscal
years. The fiscal year ended October 3, 1999 includes a 53rd week of
compensation to account for an additional week of operation.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
FISCAL ANNUAL COMPENSATION ------------ ALL OTHER
NAME AND YEAR ---------------------- OPTIONS COMPENSATION
PRINCIPAL POSITION ENDED SALARY ($) BONUS ($) (#)(1) ($)(2)
- ------------------ -------- ---------- --------- ------------ ------------
Aaron D. Spencer...................... 10/3/99 $280,288 $216,563 41,250 $ 0
Chairman and Director 9/27/98 262,500 113,926 41,250 0
9/28/97 250,000 87,501 0 449
Craig S. Miller....................... 10/3/99 $280,288 $361,016 34,375 $ 1,556
President, Chief Executive 9/27/98 262,500 146,474 275,000 1,560
Officer, and Director 9/28/97 250,000 117,704 0 1,758
Paul W. MacPhail...................... 10/3/99 $196,923 $128,165 0 $ 1,756
Executive Vice President--Chief 9/27/98 145,091 60,120 121,000 1,650
Operating Officer and Director 9/28/97 113,538 33,300 4,675 1,275
Robert M. Brown....................... 10/3/99 $165,625 $ 84,253 0 $ 1,571
Executive Vice President 9/27/98 157,500 59,537 156,408 1,628
9/28/97 146,250 45,737 0 1,896
Alan M. Fox........................... 10/3/99 $168,173 $102,928 3,438 $ 1,635
Executive Vice President-- 9/27/98 160,000 61,920 151,466 1,616
President--Uno Foods Inc. 9/28/97 145,000 49,863 0 1,612
- ------------------------
(1) Consisting of options granted under the Uno Restaurant Corporation 1997
Employee Stock Option Plan and the 1997 Key Officer Stock Option Plan.
(2) Consisting solely of benefits under the Company's 401(k) savings provision
and the employee stock ownership provision of the Company's Employee Stock
Ownership Plan (the "ESOP"). The ESOP is designed to invest Company
contributions in shares of Common Stock. Such shares are entitled to receive
dividends if and when declared. The Company's contributions to a
participant's account are subject to a vesting schedule providing, in
general, for no vesting before three years of service and 20% vesting for
each additional year of service (100% vesting after seven years of service,
although there is an accelerated six year vesting schedule under certain
circumstances). As of October 3, 1999, the number and value of shares
allocated to the accounts of the executive officers listed in the table
above were as follows: Mr. Spencer--1,119 shares ($11,826),
Mr. Miller--2,812 shares ($29,717), Mr. MacPhail--1,102 shares ($11,646),
Mr. Brown--2,074 shares ($21,918) and Mr. Fox--1,711 shares ($18,082) (based
upon the closing sale price of the Common Stock on the New York Stock
Exchange on October 1, 1999).
7
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS EXERCISE PRICE APPRECIATION FOR
OPTIONS GRANTED TO OR BASE OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- -------- ------------ -------- ---------- ---------- ----------
Aaron D. Spencer................. 41,250 13.7% $11.42 8/24/09 $296,257 $750,772
Craig S. Miller.................. 34,375 11.4% $11.42 8/24/09 $246,880 $625,644
Paul W. MacPhail................. -- --
Robert M. Brown.................. -- --
Alan M. Fox...................... 3,438 1.1% $11.42 8/24/09 $ 24,692 $ 62,573
- ------------------------
(1) The options were granted under the 1997 Employee Stock Option Plan, and are
subject to a vesting schedule pursuant to which, in general, the options
become exercisable at a rate of 20% per year commencing one year after the
date of grant, provided the holder of the option remains employed by the
Company. Options may not be exercised beyond three months after the holder
ceases to be employed by the Company, except in the event of termination by
reason of death or permanent disability, in which event the option may be
exercised for up to one year following termination.
(2) The assumed rates are compounded annually for the full term of the options.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED IN-THE-
OPTIONS AT MONEY OPTIONS AT
10/3/99 10/3/99
SHARES ---------------- -------------------
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
NAME (#) ($)(1) (#) ($)
- ---- ----------- -------------- ---------------- -------------------
Aaron D. Spencer................. 41,250 $116,250 23,650/78,100 $ 82,758/$147,260
Craig S. Miller.................. 1,320 $ 5,175 494,780/47,025 $1,838,959/$54,255
Paul W. MacPhail................. -- -- 130,174/9,570 $ 492,691/$41,679
Robert M. Brown.................. -- -- 192,749/19,966 $ 733,017/$82,010
Alan M. Fox...................... 1,100 $ 4,812 197,535/19,451 $ 757,503/$65,838
- ------------------------
(1) Based upon the closing sale price of the Common Stock on October 1, 1999 on
the New York Stock Exchange, minus the option exercise price.
8
CHANGE IN CONTROL PROTECTION AGREEMENTS. The Compensation Committee
determined and the Board of Directors of the Company affirmed that it is in the
best interests of the Company's stockholders, employees and customers to assure
continuity of management of the Company's administration and operations in the
event of a change in control of the Company. Therefore, the Company has entered
into Change in Control Protection Agreements with each of its officers that
provide, in general, for specified severance payments in the event that an
officer of the Company is terminated, other than for cause, within two years of
a change in control.
A Change in Control will be deemed to have occurred, among other reasons,
if: the beneficial ownership interest of Aaron D. Spencer, Chairman of the
Company, is reduced to less than 15% of the outstanding shares of Common Stock;
another "person" becomes the beneficial owner of 35% or more of the Common
Stock; a majority of the Board of Directors is replaced within a period of two
years; or a sale of all, or substantially all, of the Company's assets occurs.
The Change in Control Protection Agreements provide for severance payments
that are, in general, the equivalent of salary and benefits for periods ranging
from between 12 and 24 months. Pursuant to the Change in Control Protection
Agreements, of the executive officers included in the Summary Compensation
Table, Mr. Spencer and Mr. Miller would be entitled to severance payments equal
to 24 months of salary and benefits, and Mr. MacPhail, Mr. Brown and Mr. Fox
would be entitled to severance payments equal to 18 months of salary and
benefits.
See also, "Compensation of Directors--Indemnification Agreements."
COMPENSATION OF DIRECTORS
Messrs. Carlin, Gerlach and Sweeney, members of the Board of Directors who
are not employees of the Company, received an annual fee of $10,000 for the
fiscal year ended October 3, 1999. The annual fee will be increased to $12,500
for fiscal year 2000. In addition, these non-employee directors received the
following fees for each meeting attended during the fiscal year: $1,000 for each
Board of Directors meeting, $500 for each committee meeting and $500 for the
committee chairman for each committee meeting. They were also reimbursed for
expenses incurred in attending such meetings.
Members of the Board of Directors who are not employees of the Company
participate in a retirement plan for non-employee directors that provides for
the payment annually, upon retirement, of the annual fee then paid to active
non-employee directors. This annual retirement payment will continue for the
same number of years as the director served as a non-employee director up to a
maximum of 10 years.
INDEMNIFICATION AGREEMENTS. The Company has entered into indemnification
agreements with each of its directors and anticipates that it will enter into
similar agreements with any future directors. The Company has also entered into
similar agreements with certain of the Company's officers who are not also
directors. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware law with respect to indemnification of
directors and officers.
The indemnification agreements provide that the Company will pay certain
amounts incurred by a director or officer in connection with any civil or
criminal action or proceeding and specifically including actions by or in the
name of the Company (derivative suits) where the individual's involvement is by
reason of the fact that he is or was a director or officer. Such amounts
include, to the maximum extent permitted by law, attorney's fees, judgments,
civil or criminal fines, settlement amounts, and other expenses customarily
incurred in connection with legal proceedings. Under the indemnification
agreements, a
9
director or officer will not receive indemnification if he is found not to have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company. The company also provides
directors' and officers' liability insurance for all directors and officers.
THE 1993 AND 1997 NON-QUALIFIED STOCK OPTION PLANS FOR NON-EMPLOYEE
DIRECTORS. The Company has a 1993 Non-Qualified Stock Option Plan for
Non-Employee Directors (the "1993 Directors Plan") and a 1997 Non-Qualified
Stock Option Plan for Non-Employee Directors (the "1997 Directors Plan"). The
1993 Directors Plan and the 1997 Directors Plan are referred to collectively as
the "Directors Plans."
Options may be granted under the Directors Plans only to directors of the
Company who are not also employees of the Company. Currently, the non-employee
directors of the Company are Messrs. Carlin, Gerlach, Sweeney, Davis, Hill and
Kerasiotes.
Pursuant to the 1997 Directors Plan, each year, immediately following the
Company's Annual Meeting of Stockholders, each then non-employee director is
granted an option to acquire 1,272 shares of Common Stock. During the fiscal
year ended October 3, 1999, under the 1997 Directors Plan, the Company granted
options to purchase 1,272 shares of Common Stock at an exercise price of $7.16
per share to each of Messrs. Carlin, Gerlach and Sweeney. After the Meeting this
year, the Company will grant options to purchase 1,272 shares of Common Stock to
each of Messrs. Carlin, Gerlach, Davis, Hill and Kerasiotes under the 1997
Directors Plan.
Pursuant to the 1993 Directors Plan, each non-employee director was granted
an option to acquire 6,875 shares of Common Stock as of the date of adoption of
the 1993 Directors Plan. Subsequent to the date of adoption, an option to
acquire 6,875 shares of Common Stock will be granted to each non-employee
director immediately following their appointment. During the fiscal year ended
October 3, 1999, under the 1993 Directors Plan, the Company granted options to
purchase 6,875 shares of Common Stock at an exercise price of $11.42 per share
to each of Messrs. Davis, Hill and Kerasiotes.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is comprised of
James F. Carlin, Jr., John T. Gerlach and Stephen J. Sweeney. No member of the
Compensation Committee is a former or current officer or employee of the
Company. In addition, although Mr. Spencer and Mr. Miller are not members of the
Compensation Committee, they serve as administrators of and are eligible to
participate in the Company's Management Bonus Plan. Bonuses under the Management
Bonus Plan awarded to Mr. Spencer and Mr. Miller are reviewed and approved by
the Compensation Committee. See "Compensation Committee Report."
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is comprised solely of
non-employee directors. The Compensation Committee is responsible for developing
and making recommendations to the Company with respect to executive officer
compensation policies addressing such matters as salaries, incentive plans,
benefits and overall compensation. The Compensation Committee determines the
compensation to be paid to the Chief Executive Officer and each of the other
executive officers of the Company.
The objectives of the Compensation Committee in determining the type and
amount of executive officer compensation are to provide a level of base
compensation which allows the Company to attract and retain superior talent. The
Compensation Committee endeavors to align the executive officer's interests
10
with the success of the Company through the payment of a bonus based upon
Company performance and participation in stock option and other stock ownership
plans which provide the executive officer with the opportunity to build a
substantial ownership interest in the Company.
The compensation of an executive officer of the Company includes cash
compensation, consisting of a base salary plus performance bonus, long-term
incentive compensation in the form of stock options and participation in a
401(k) savings and employee stock ownership plan, and participation in various
benefit plans generally available to employees of the Company.
CASH COMPENSATION. Cash compensation consists of a base salary plus an
annual performance bonus under the Management Bonus Plan (the "Bonus Plan"). In
determining base salary, the Compensation Committee reviewed national and
regional compensation information for executives in the restaurant industry
reported in various sources, including the 1998 Chain Restaurant Compensation
Association Survey prepared by Towers, Perrin, Forster & Crosby, Inc. (the
"Towers Perrin Survey"), a multiple regression analysis of compensation
information for the executive positions of 70 companies, representing
119 dining concepts. The Compensation Committee also considered the individual
experience and performance of each executive officer. The Compensation Committee
sets base salaries at a level which is competitive with similarly situated
corporations.
The key management level employees, including executive officers, are
eligible to participate in the Bonus Plan. The Bonus Plan is administered by
Messrs. Spencer and Miller, although bonuses granted to Messrs. Spencer and
Miller are reviewed and approved by the Compensation Committee. The purpose of
the Bonus Plan is to align more closely the interests of the participating
employees with the financial success of the Company and to reward individual
performance contributing to such success. Under the Bonus Plan, each eligible
employee is assigned a percentage bonus factor ranging from 7% to 35%, except in
the case of Mr. Miller who was assigned a bonus factor of 45% in lieu of an
increase in his base salary when he became Chief Executive Officer. Individual
employee and Company goals are established each year. At the end of each year,
each participating employee is rated against the employee's individual and
Company goals on a scale of 0 to 1.5. That rating is multiplied by the
employee's percentage bonus factor which in turn is multiplied by the employee's
salary to determine the employee's potential bonus. However, bonuses are paid to
employees only if the Company's earnings performance during the year exceeds a
certain threshold as specified by the Compensation Committee. During the fiscal
year ended October 3, 1999, the Company paid an aggregate of $1,627,300 in
bonuses under the Bonus Plan, including a total of $1,364,665 to all executive
officers as a group. Of those executive officers named in the table above,
Messrs. Spencer, Miller, MacPhail, Brown and Fox received bonuses of $216,563,
$361,016, $128,165, $84,253 and $102,928, respectively.
The Compensation Committee determined and the Board of Directors of the
Company affirmed that it is in the best interests of the Company's stockholders,
employees and customers to assure continuity of management of the Company's
administration and operations in the event of a change in control of the
Company. Therefore, the Company has entered into Change in Control Protection
Agreements with each of its officers that provide, in general, for specified
severance payments in the event that an officer of the Company is terminated,
other than for cause, within two years of a change in control. See also,
"Executive Compensation--Change in Control Protection Agreements."
LONG-TERM INCENTIVE COMPENSATION. The executive officers, as well as all
salaried employees, of the Company are also eligible to participate in the Uno
Restaurant Corporation 1997 Employee Stock Option
11
Plan (the "Employee Stock Option Plan") and the ESOP. The executive officers of
the Company are also eligible to participate in the Uno Restaurant Corporation
1997 Key Officer Plan.
The purpose of the Employee Stock Option Plan is to provide increased
incentives to salaried employees, to encourage new employees to become
affiliated with the Company and to associate more closely the interests of such
persons with those of the Company. The Employee Stock Option Plan is
administered by the Compensation Committee. The Compensation Committee has the
authority to determine the individuals to whom stock options are awarded, the
terms upon which option grants shall be made and the number of shares subject to
each option, all subject to the terms and the conditions of the Employee Stock
Option Plan. Of the executive officers listed in the table above, for the fiscal
year ended October 3, 1999, the Compensation Committee granted options to
purchase 41,250 shares, 34,375 shares, and 3,438 shares to Mr. Spencer,
Mr. Miller, and Mr. Fox, respectively.
The purpose of the Key Officer Plan is to provide substantial equity
incentives only to key officers of the Company. In adopting the Key Officer Plan
in 1997, the Board of Directors and the Compensation Committee approved a
one-time only grant of options to key officers of the Company. The options will
only become exercisable to the extent financial performance goals are achieved
by the Company. The Compensation Committee believes these stock options will be
a substantial factor in motivating the Company's key officers to achieve the
Company's financial goals and to provide incentives to remain with the Company
over the long term. Of those executive officers named in the table above, in
1997 Messrs. Miller, MacPhail, Brown and Fox received options to purchase
275,000, 110,000, 137,500 and 137,500 shares, respectively. Mr. Spencer did not
receive any options under the Key Officer Plan.
The executive officers also participate in the ESOP, which is funded by
Company contributions pursuant to the employee stock ownership provision of the
ESOP, as well as by voluntary contributions by employees and matching
contributions by the Company pursuant to the 401(k) savings provision of the
ESOP. The Company's matching contributions under the 401(k) savings provision
are based upon 30% of the first 2% of compensation, and 25% of the next 4% of
compensation contributed by employees. Employees may contribute up to 15% of
compensation per year, subject to a maximum dollar limit. All Company
contributions to the ESOP are intended to be held in the ESOP in the form of
Common Stock. Employee contributions to the ESOP are invested at the direction
of employees from among seven investment funds made available by the ESOP. Each
year the Company's Board of Directors determines the amount, if any, that the
Company will contribute pursuant to the employee stock ownership provision and
the 401(k) savings provision of the ESOP for that plan year. As a result of the
Company's financial performance for the fiscal year ended October 3, 1999, the
Company contributed $224,000 pursuant to the 401(k) savings provision of the
ESOP during the fiscal year ended October 3, 1999. Contributions pursuant to the
employee stock ownership provision of the ESOP, plus any forfeitures arising
from the termination of employees whose accounts were not fully vested, will be
allocated among those participants who (i) completed a year of service that year
and are employed on the last day of the year or (ii) retired, died or became
disabled that year. Allocations are made pro rata on the basis of annual
compensation, excluding compensation in excess of $150,000 and compensation
received before joining the ESOP.
The ESOP is designed to invest in shares of the Company's Common Stock.
Benefits will normally be distributed in a lump sum consisting of shares of
Common Stock, plus cash representing any fractional shares. Participants receive
their benefits when they retire, become disabled, die or terminate service. If
participants terminate employment for reasons other than death, disability or
retirement, they are entitled to receive only the vested portion of their
accrued benefit.
12
The assets of the ESOP were most recently allocated to the accounts of all
employees, including executive officers, as of September 30, 1999. At that time,
$8,026, $19,357, $2,386, $11,504 and $8,036 had been allocated to the accounts
of Mr. Spencer, Mr. Miller, Mr. MacPhail, Mr. Brown and Mr. Fox, respectively.
The stock ownership afforded under the Employee Stock Option Plan, the Key
Officer Plan and the ESOP allows executive officers to acquire a significant,
long-term stock ownership position in the Company which serves to align the
executives' interests with stockholders' interests.
OTHER COMPENSATION. The Company provides certain other benefits, such as
health insurance, to the executive officers that are generally available to
Company employees. In addition, officers of the Company (including the named
executive officers) are eligible to participate in a deferred compensation plan,
to receive supplemental health insurance coverage and an automobile allowance.
For the fiscal year ended October 3, 1999, the amount of additional benefits to
each of the named executive officers of the Company did not exceed 10% of the
total of annual salary and bonus for each named executive officer.
CHIEF EXECUTIVE OFFICER COMPENSATION. The base salary for Mr. Miller, Chief
Executive Officer, for the fiscal year ended October 3, 1999 was $275,000. Due
to the 53rd week in fiscal 1999 Mr. Miller's total salary paid was $280,288.
Mr. Miller's salary was determined based upon a review of compensation data from
several surveys, data from selected peer companies and a review of Mr. Miller's
past and expected future contributions to the Company. In lieu of increasing
Mr. Miller's salary upon his becoming Chief Executive Officer, the Compensation
Committee increased his bonus factor under the Bonus Plan as described above. As
a result, Mr. Miller received a bonus of $361,563 under the Bonus Plan for the
fiscal year ended October 3, 1999. Based on the Towers Perrin Survey referred to
above, Mr. Miller's total cash compensation is in the middle range of executives
of those restaurant companies which were the subject of the survey.
Compensation Committee
John T. Gerlach
James F. Carlin, Jr.
Stephen J. Sweeney
13
PERFORMANCE GRAPH
The following graph compares the yearly change in the Company's cumulative
total shareholder return with the cumulative total return on the Standard &
Poor's 500 Stock Index and the Standard & Poor's Restaurant Index for fiscal
years ended October 1, 1995, September 29, 1996, September 28, 1997,
September 27, 1998 and October 3, 1999 based upon the market price of the Common
Stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG UNO RESTAURANT CORPORATION, THE S&P 500 INDEX
AND THE S&P RESTAURANTS INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
UNO RESTAURANT S & P
CORPORATION S & P 500 RESTAURANTS
9/94 $100 $100 $100
9/95 $81 $130 $143
9/96 $63 $156 $171
9/97 $67 $219 $174
9/98 $63 $239 $218
9/99 $111 $306 $300
* $100 INVESTED ON 9/30/94 IN STOCK OR INDEX--INCLUDING REINVESTMENT OF
DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
The Performance Graph assumes the investment of $100 on October 3, 1994 in
the Company's Common Stock, the Standard & Poor's 500 Stock Index and the
Standard & Poor's Restaurant Index, and the reinvestment of any and all
dividends.
14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LEASES. The Company's executive offices are located in two adjacent
buildings in West Roxbury, Massachusetts. The first, a three-story building
owned by Charles Park Road, LLC, a Massachusetts limited liability company owned
by Aaron D. Spencer, Chairman of the Company, and his two adult children, is
leased to the Company pursuant to a ten-year lease, commencing on March 30,
1987, with an option to renew for an additional five-year term. Currently, the
Company is in the five-year option term. Our rent is $43,200 per year, and we
are responsible for all taxes, utilities, insurance, maintenance and repairs. We
also lease the adjacent facility, a two-story building owned by Charles Park
Road, LLC, pursuant to a 15 year lease commencing on February 1, 1990, with
options to renew for three additional five-year periods. Rent during the initial
five-year period of the lease was $106,800 per year, increasing to $128,160 per
year for the next five years, and to $153,792 per year for the final five years
of the initial term of the lease. We are responsible for all taxes, utilities,
insurance, maintenance and repairs. Rent during any option term will be 120% of
the rent for the prior term of the lease. We believe that the terms of the
leases for the two offices are as favorable as otherwise available in the real
estate market. With the two buildings, the executive offices currently consist
of approximately 25,000 square feet and house our executive, administrative and
clerical offices.
One of the Company-owned restaurants in Boston, Massachusetts is located on
the first floor of a six-story office building owned by Mr. Spencer.
Mr. Spencer leases the entire building to us pursuant to a fifteen-year lease,
commencing on March 29, 1997 and ending on March 29, 2012, at a rent of $162,000
per year for the first five years, $186,300 per year for the second five years
and $214,245 per year for the last five years. The lease has two five-year
renewal options at a rent of $246,382 per year for the first renewal period and
$283,339 per year for the second renewal period. We are responsible for all
taxes, utilities, insurance, maintenance and repairs. The lease calls for us to
pay the first $50,000 per year in capital improvements for the first five years
of the lease, and the first $25,000 per year in capital improvements for the
remaining ten years of the initial lease. Capital improvements above this level
are to be paid by Mr. Spencer. The lease provides that if we or Mr. Spencer were
to terminate the lease, a new lease between us and Mr. Spencer relating only to
the restaurant space of the building would become effective immediately. We
currently sublet all but the restaurant space at rents which aggregate more than
the $162,000 annual rent that we are currently obligated to pay Mr. Spencer. We
believe that the terms of our occupancy are as favorable as those otherwise
available in the real estate market.
OTHER MATTERS. A corporation, wholly-owned by Craig S. Miller, President,
and Chief Executive Officer of the Company, and his brother, owns two franchised
Pizzeria Uno restaurants in San Diego, California and two franchised units in
Los Angeles, California, all of which operate under our standard unit franchise
agreements. The restaurants are being operated by Mr. Miller's brother and
Mr. Miller is not involved in the daily operations of the restaurants. The Board
of Directors has determined that the franchise agreements are as favorable as
otherwise available from nonaffiliated franchisees.
On January 23, 1996, the Company loaned Mr. Miller the principal sum of
$150,000 pursuant to a promissory note (the "Note"). The Note bears interest at
the rate of 7.3% per year payable in arrears on a quarterly basis commencing
March 31, 1996. On September 27, 1998, Mr. Miller paid $75,000 in principal and
on September 3, 1999, Mr. Miller paid an additional $20,000 in principal. The
maturity date for the balance of the $55,000 in principal has been extended to
October 1, 2000. The Note is secured by all of Mr. Miller's real and personal
property.
15
Carlin Insurance Agency, Inc. provides insurance brokerage services to the
Company. It places property and casualty insurance for the Company with various
insurance carriers. During part of fiscal year ended October 3, 1999, James F.
Carlin, Jr., a Director of the Company, and his adult children controlled Carlin
Insurance Agency, Inc. Mr. Carlin and his children sold the Carlin Insurance
Agency in March 1999. For the fiscal year ended October 3, 1999, Carlin
Insurance Agency, Inc. earned $193,296 in commissions and fees from insurance
premiums paid by the Company.
On April 22, 1999, Mr. Spencer signed an agreement with Bank of New York,
for investment advisory services in connection with the review and evaluation of
the Company's capital structure. For the fiscal year ended October 3, 1999, we
paid a one-time retainer fee to Bank of New York of $100,000.
On August 16, 1999, we loaned Mr. Spencer, $385,050 to pay the $8.55 per
share exercise price of options to purchase 41,250 shares of our Common Stock
together with the related withholding taxes. The loan is evidenced by a
promissory note dated August 26, 1999 which bears interest at a rate of 6.68%
per year and is payable upon the earlier of February 16, 2000, or the date on
which Mr. Spencer is no longer employed by us, or upon the completion of an
equity offering by the Company. The loan is secured by all of Mr. Spencer's real
and personal property.
OTHER MATTERS
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at the
Meeting will be tabulated by an inspector of elections appointed by the Company.
For Proposal No. 1, the three nominees for Class III director who receive the
greatest number of votes cast by stockholders present in person or represented
by proxy at the Meeting and entitled to vote thereon will be elected directors
of the Company.
Although the Company is not required to submit the ratification of the
appointment of Tamara P. Davis as a Class I director and Kenneth D. Hill as a
Class II director under Proposals Nos. 2 and 3, the Board of Directors believes
that it is a sound policy and in the best interests of the Company's
stockholders to do so. Ratification of the appointment of these directors
requires the affirmative vote of a majority of the votes cast by stockholders
present in person or represented by proxy at the Meeting and entitled to vote
thereon. If the stockholders do not approve the ratification of the Board of
Directors' appointment of Ms. Davis as a Class I director and Mr. Hill as a
Class II director, the Board of Directors may, but is not required to,
reconsider its appointment of these directors.
Abstentions will have no effect on the outcome of the vote for the election
of Directors in Proposal No. 1, but will be considered a vote against the
ratification of the appointment of Directors in Proposal Nos. 2 and 3. Shares of
Common Stock held of record by brokers who do not return a signed and dated
proxy will not be considered present at the Meeting, will not be counted towards
a quorum and will not be voted in the election of directors or ratification of
appointment of Directors. Shares of Common Stock held of record by brokers who
return a signed and dated proxy, but who fail to vote on the proposals to elect
and ratify Directors will count towards the quorum but will count neither for
nor against the proposals.
16
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the independent
auditors to audit the Company's consolidated financial statements for the fiscal
year ending October 1, 2000. Such firm and its predecessor have served
continuously in that capacity since 1979.
A representative of Ernst & Young LLP will be at the Meeting and will be
given an opportunity to make a statement, if so desired. The representative will
be available to respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than
10% of the Company's Common Stock, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and
the New York Stock Exchange. Executive officers, directors and greater than 10%
stockholders are required to furnish the Company with copies of all Forms 3, 4
and 5 they file.
Based solely on the Company's review of the copies of such Forms it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Company
believes that all of its executive officers, directors and greater than 10%
stockholders complied with all Section 16(a) filing requirements applicable to
them during the Company's fiscal year ended October 3, 1999, except as follows:
The executive officers and directors listed in the table below filed a
Form 5, on November 19, 1999, and in the case of Mr. Carlin also filed an
amended Form 5 on January 20, 2000, reporting, as indicated in the table, one or
more of (i) direct share purchases, (ii) the periodic purchase of shares of
Common Stock as of September 30, 1999 under the Company's 401(k) Plan (the
"401(k)") to such participant's account, (iii) the grant of stock options under
the 1997 Employee Stock Option Plan, and (iv) the grant of stock options under
the 1997 Non-Qualified Stock Option Plan for Non-Employee Directors.
NON-EMPLOYEE
EMPLOYEE DIRECTOR
401(K) STOCK OPTION STOCK
NAME SHARE PURCHASE PURCHASES GRANT OPTION GRANT
- ---- -------------- --------- ------------ ------------
Robert M. Brown.............................. 273
James F. Carlin.............................. 3,300 1,272
Alan M. Fox.................................. 287 3,438
John T. Gerlach.............................. 1,272
Paul W. MacPhail............................. 294
Craig S. Miller.............................. 334 34,375
Larry J. Reeher.............................. 5,500
Aaron D. Spencer............................. 112 41,250
Stephen J. Sweeney........................... 1,272
Robert M. Vincent............................ 274
OTHER PROPOSED ACTION
The Board of Directors knows of no matters which may come before the Meeting
other than the election of Class III directors and the ratification of the
appointment of one Class I director and one Class II director. However, if any
other matters should properly be presented to the Meeting, the persons
17
named as proxies shall have discretionary authority to vote the shares
represented by the accompanying proxy in accordance with their own judgment.
STOCKHOLDER PROPOSALS
Proposals which stockholders intend to present at the Company's 2000 Annual
Meeting of Stockholders and wish to have included in the Company's proxy
materials pursuant to Rule 14a-8 promulgated under the Securities Exchange Act
of 1934, as amended, must be received by the Company no later than
September 29, 2000. If a proponent fails to notify the Company by December 15,
2000 of a non-Rule 14a-8 stockholder proposal which it intends to submit at the
Company's 2000 Annual Meeting of Stockholders, the proxy solicited by the Board
of Directors with respect to such meeting may grant discretionary authority to
the proxies named therein to vote with respect to such matter.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled "Compensation Committee Report" and
"Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.
ANNUAL REPORT ON FORM 10-K
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
OCTOBER 3, 1999 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE
AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO
INVESTOR RELATIONS, UNO RESTAURANT CORPORATION AT 100 CHARLES PARK ROAD, WEST
ROXBURY, MASSACHUSETTS 02132.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
18
PROXY UNO RESTAURANT CORPORATION PROXY
The undersigned hereby appoints Aaron D. Spencer and Craig S. Miller, and
each of them, acting singly, with full power of substitution, attorneys and
proxies to represent the undersigned at the 2000 Annual Meeting of Stockholders
of Uno Restaurant Corporation to be held on Friday, February 25, 2000, and at
any adjournment or adjournments thereof, with all power which the undersigned
would possess if personally present, and to vote all shares of stock which the
undersigned may be entitled to vote at said meeting upon the matters set forth
in the Notice of and Proxy Statement for the Meeting in accordance with the
following instructions and with discretionary authority upon such other matters
as may come before the Meeting. All previous proxies are hereby revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES AS DIRECTORS AND FOR THE RATIFICATION OF THE
APPOINTMENT OF EACH ONE OF THE CLASS I DIRECTOR AND CLASS II DIRECTOR.
Continued and to be signed, on reverse side
(Please fill in the reverse side and mail in the enclosed envelope)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote for the election of the nominees as
directors and for the ratification of the appointment of each one of the Class I
Director and Class II Director. Please mark
your choice /X/
as indicated
in the example
1. Election of Class III Directors: Nominees: Aaron D. Spencer, James F.
Carlin, Jr. and James J. Kerasiotes
FOR ALL NOMINEES WITHHOLD
(except as marked to AUTHORITY FOR except vote withheld from the
the contrary) to vote for all following nominee(s):
nominees
------------------------------------
(INSTRUCTIONS: TO WITHHOLD AUTHORITY
/X/ /X/ TO VOTE FOR ANY INDIVIDUAL NOMINEE
WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED ABOVE.)
2. Ratification of the Appointment of 3. Ratification of the Appointment
Class I Director: Tamara P. Davis of Class II Director: Kenneth D.
Hill
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
/X/ /X/ /X/ /X/ /X/ /X/
MARK HERE FOR
ADDRESS CHANGE
AND NOTE AT LEFT
/X/
(Signatures should be the same as the
name printed hereon. Executor,
Administrators, trustees, guardians,
attorneys, and officers of
corporations should add their titles
when signing.)
Signature:
--------------------------------
Signature:
--------------------------------
Date:
--------------------------------
Date:
--------------------------------
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE