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 Section 240.14a-12
FURRS RESTAURANT GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FURR'S RESTAURANT GROUP, INC.
3001 EAST PRESIDENT GEORGE BUSH HWY.
SUITE 200
RICHARDSON, TX 75082
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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ON
MAY 22, 2001
You are hereby notified that the 2001 Annual Meeting of Stockholders of
Furr's Restaurant Group, Inc. ("Furr's") will be held at 10:00 a.m. local time
on May 22, 2001 in the Company Support Center at 3001 East President George Bush
Hwy., Suite 200, Richardson, Texas 75082 for the following purposes:
1. To elect seven (7) directors to serve one-year terms;
2. To transact such other business as may properly be brought
before the meeting and any and all adjournments thereof.
The holders of record of Furr's Common Stock at the close of business
on April 2, 2001 will be entitled to notice of and to vote at the Annual Meeting
or any adjournment or postponement thereof.
You are cordially invited to attend the Annual Meeting in person. If
you are unable to attend the Annual Meeting in person, please complete and date
the enclosed proxy card and return it promptly in the envelope provided. No
postage is required if mailed in the United States. If you attend the Annual
Meeting, you may revoke your proxy and vote your shares in person.
By Order of the Board of Directors
Bruce Dudley
Secretary
FURR'S RESTAURANT GROUP, INC.
3001 EAST PRESIDENT GEORGE BUSH HWY.
SUITE 200
RICHARDSON, TX 75082
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PROXY STATEMENT
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FOR
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 2001
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Furr's Restaurant Group, Inc., formerly
known as Furr's/Bishop's, Incorporated, a Delaware corporation (the "Company" or
"Furr's"), for use at the 2001 Annual Meeting of Stockholders to be held at
10:00 a.m. local time on May 22, 2001 in the Company Support Center at 3001 East
President George Bush Hwy., Suite 200, Richardson, Texas 75082 and at any
adjournment or postponement thereof (the "Annual Meeting"). Only holders of
record of Furr's Common Stock, par value $.01 per share (the "Common Stock"), at
the close of business on April 2, 2001 (the "Record Date") will be entitled to
notice of and to vote at the Annual Meeting with respect to all proposals set
forth on the attached Notice of Annual Meeting of Stockholders. The Board of
Directors is not currently aware of any other matters which will come before the
Annual Meeting. This Proxy Statement and the accompanying proxy card are being
mailed to stockholders on or about April 18, 2001.
Shares of Common Stock represented by properly executed proxy cards
received by the Company at or prior to the Annual Meeting will be voted
according to the instructions indicated on the proxy card. Unless contrary
instructions are given, the persons named on the proxy card intend to vote the
shares of Common Stock so represented FOR the election of the nominees for
director named in this Proxy Statement. As to any other business which may
properly come before the Annual Meeting, the persons named on the proxy card
will vote according to their best judgement.
Any holder of Common Stock has the power to revoke his or her proxy at
any time before it is voted at the Annual Meeting by delivering a written notice
of revocation to the Secretary of the Company, by a duly executed proxy bearing
a later date or by voting by ballot at the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement and
Notice of Annual Meeting of Stockholders will be paid by the Company. Additional
solicitation of holders
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of Common Stock by mail, telephone, telegraph, or by personal solicitation
may be done by directors, officers and regular employees of the Company, for
which they will receive no additional compensation. Brokerage houses and
other nominees, fiduciaries and custodians nominally holding shares of the
Company's Common Stock as of the Record Date will be requested to forward
proxy soliciting material to the beneficial owners of such shares and will be
reimbursed by the Company for their reasonable expenses.
VOTING SECURITIES AND PRINCIPAL HOLDERS
The Company has one class of voting common equity securities, the
Common Stock, which carries one vote per share. At the Record Date there were
issued and outstanding 9,758,741 shares of Common Stock held of record and
beneficially by approximately 4,400 holders. The presence in person or by proxy
of the holders of a majority of the votes entitled to be cast by the outstanding
shares of Common Stock shall constitute a quorum for matters to be voted on.
The Company's directors will be elected by plurality of the votes cast.
Under applicable Delaware law, abstentions and broker non-votes are treated as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum for the transaction of business. Abstentions and broker
non-votes are tabulated separately, with abstentions counted in tabulations of
the votes cast on a proposal for purposes of determining whether a proposal has
been approved while broker non-votes relating to a proposal are not counted as a
vote cast with respect to that proposal.
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PRINCIPAL STOCKHOLDERS
To the best knowledge of management of the Company, no person owned
beneficially, as of April 2, 2001, more than 5 percent of the outstanding shares
of the Company's Common Stock, except as follows:
AMOUNT & NATURE OF PERCENT OF
NAME & ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP TOTAL COMMON STOCK
---------------------------------- -------------------- ------------------
Grace Brothers/Rock Finance Group (1) 3,997,879 41.0%
Teachers Insurance and Annuity Association of America 1,721,527 17.6%
730 Third Avenue
New York, NY 10011
John Hancock Financial Services, Inc.
John Hancock Life Insurance Company.(2) 1,095,598 11.2%
P.O. Box 111
Boston, MA 02117
The Mutual Life Insurance Company of New York 821,067 8.4%
1740 Broadway
New York, NY 10019
Principal Mutual Holding Company 657,340 6.7%
Principal Life Insurance Co.(3)
711 High Street
Des Moines, IA 50392
___________________________
(1) This information is based on a Schedule 13D/A filed jointly by Grace
Brothers, Ltd. ("Grace"), Rock Finance, L.P. ("Rock"), Bradford T.
Whitmore, Spurgeon Corporation and Bun Partners on November 24, 1999.
Grace presently holds a total of 3,519,987 shares of the Common Stock,
which represent approximately 36.1 percent of the Common Stock
outstanding. Rock presently holds a total of 477,892 shares of the Common
Stock, which represent approximately 4.9 percent of the Common Stock
outstanding. Bradford T. Whitmore, Spurgeon Corporation and Bun Partners
are general partners of Grace and Rock and therefore may be deemed to be
beneficial owners of the shares held by the partnerships. Grace has the
sole power to vote and dispose of the Common Stock which it beneficially
owns and Rock has the sole power to vote and dispose of the Common Stock
which it beneficially owns.
(2) Based on information contained in the Schedule 13G filed on February 1,
2001, John Hancock Financial Services, Inc. ("JHFS") became the parent
holding company of John Hancock Life Insurance Company ("JHLIC") as a
result of the demutualization of JHLICO. Accordingly JHFS may be deemed
the beneficial owner of the 1,095,598 shares Common Stock beneficially
owned by JHLICO.
(3) Based on information contained in their Schedule 13G filed February 15,
2000, Principal Mutual Holding Company and Principal Life Insurance Co.
share voting power over these shares.
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ELECTION OF DIRECTORS
The By-laws of the Company provide that directors are elected for
one-year terms. At each annual meeting, directors who are elected by the holders
of Common Stock succeed the directors whose terms expire at that meeting and
hold office until the next annual meeting and until their successors are duly
elected and qualified.
The Nominees for Election at the 2001 Annual Meeting are: Robert N.
Dangremond, Margaret Bertelsen Hampton, Damien W. Kovary, Max Pine, Phillip
Ratner, Barry W. Ridings and Robert W. Sullivan, each of whom currently serves
as a member of the Board of Directors. The By-laws of the Company provide that
directors are elected by a plurality of the votes cast at the Annual Meeting;
therefore, the seven director nominees receiving the most votes will be elected.
Unless otherwise specified, the enclosed proxy will be voted in favor of each of
the nominees named above. All nominees for election have consented to be named
and have indicated their intent to serve if elected. Although the Board of
Directors anticipates that all of the nominees will be available to serve as
directors of the Company, should any one or more of them be unwilling or unable
to serve, the Board of Directors may, but is not required to, designate a
substitute nominee or nominees, in which event the proxies will be voted FOR the
election of the substitute nominee or nominees.
The nominees for election as directors are:
ROBERT N. DANGREMOND, 58, since August 1989, Mr. Dangremond has been a principal
of Jay Alix & Associates. Before joining Jay Alix & Associates he was the Chief
Financial Officer for Leach & Garner Company for eight years and a Vice
President of the Chase Bank. He was also a marketing manager with Scott Paper
Company. Mr. Dangremond serves on the Board of Directors of Viskase Corporation
and Beloit Corporation. Mr. Dangremond has served as a director of Furr's since
January, 2001.
MARGARET BERTELSEN HAMPTON, 43, joined Grace Brothers, Ltd., an investment
management firm, in March 1997. Prior to joining Grace Brothers, Ltd., Ms.
Hampton was Managing Director of the Distressed Investments Unit of First
Chicago Capital Corporation. Before joining First Chicago in 1991, Ms. Hampton
was a vice president with Bear Stearns & Co., Inc. in the Financial
Restructuring Group, where she advised debtors and creditors of distressed
companies in a variety of industries including retailing, oil and gas, health
care and real estate. Ms. Hampton has served as a director of Furr's since
February 1999.
DAMIEN W. KOVARY, 46, has served as a managing director of Heico Acquisitions, a
subsidiary of Heico Companies, LLC, since 1997. Prior to joining Heico
Acquisitions, Mr. Kovary was the managing director of the Special Loan Unit at
Teachers Insurance and Annuity Association of America ("Teachers") from 1986 to
1997. Before joining Teachers, Mr. Kovary was a vice president in the Workout
Department at Marine Midland Bank from 1982 to 1986. While at Marine Midland
Bank, Mr. Kovary also served as President of MarMid Energy Corp. and TOMAR
Energy Corp. Mr. Kovary has been a director of Furr's since May 1998.
-5-
MAX PINE, 66, since 1994 Mr. Pine has been a restaurant industry consultant
providing advice to financial investors regarding their restaurant investments
as well as to large restaurant chains. Prior to 1994, Mr. Pine was employed by
Restaurant Associates Corp., a diversified full-service restaurant company, for
25 years, serving as President for 17 years. Mr. Pine was employed, from 1961 to
1968, by Interstate United Corporation, a contract foodservice and restaurant
company. Mr. Pine has served as a director of Furr's since January 1999 and a
director of Benihana, Inc. since February 2001.
PHILLIP RATNER, 56, has served as President and Chief Executive Officer of
Furr's and as a member of the Board of Directors of Furr's since September 1998.
Prior to his association with Furr's, Mr. Ratner was Chairman, President and
Chief Executive Officer of Spaghetti Warehouse, Inc., a chain of 40 casual-theme
Italian dinner houses. Prior to his association with Spaghetti Warehouse, Mr.
Ratner was President and Chief Executive Officer of Acapulco Restaurants, Inc.,
a 50-unit casual Mexican dinner-house chain based in Long Beach, California. Mr.
Ratner also serves as a director of Roadhouse Grill, Inc.
BARRY W. RIDINGS, 49, has been a managing director of Lazard Freres & Co. LLC
since 1999. Before joining Lazard, Mr. Ridings was a managing director at BT
Alex. Brown for 10 years. Mr. Ridings serves on the board of directors of SIEM
Industries, Seaman Furniture Company and New Valley Corp. Mr. Ridings has served
as a director of Furr's since May 1998.
ROBERT W. SULLIVAN, 42, has served as Chairman and CEO of The Plitt Company
since he purchased the company in 1985. Prior to serving as Chairman of The
Plitt Company, Mr. Sullivan started and in 1998 sold one of the country's
largest industrial and medical marketing-consulting firms, The Martec Group,
which serves a number of the Fortune 100 companies and has offices in Tokyo, San
Francisco, Detroit, Chicago and Frankfort. In addition to his extensive
professional experience, numerous groups have retained Mr. Sullivan, including
the World Trade Institute, as a keynote speaker on such topics as distribution,
market entry, communicating strategies and global market trends. In addition to
the Martec Group, Mr. Sullivan serves on the Board of Directors/Advisors of
Ladish, Clarity Communications, The Cancer Wellness Center of Chicago and Mercy
Hospital.
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MANAGEMENT INFORMATION
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held six meetings during the fiscal year 2000.
The Board of Directors has four standing committees: the Audit Committee, the
Compensation Committee, the Finance Committee and the Nominating Committee.
The Audit Committee, which held six meetings during fiscal year 2000,
presently consists of Robert N. Dangremond, Damien W. Kovary, William J.
Nightingale and Robert W. Sullivan. The Committee's responsibilities include:
recommending to the Board the firm to be employed by the Company as its external
auditor; consulting with the persons chosen to be the external auditors with
regard to the plan of audit; reviewing the fees of the external auditors for
audit and non-audit services; reviewing, in consultation with the external
auditors, their report of audit or proposed report of audit and the accompanying
management letter, if any; reviewing with management and the external auditor,
before publication or issuance, the annual financial statements, and any annual
reports to be filed with the Securities and Exchange Commission; consulting with
management and the external auditors regarding the adequacy of corporate systems
of accounting and control. A copy of the charter for the Audit Committee, which
was adopted by the Board of Directors, is attached as Appendix A to this Proxy
Statement.
The Compensation Committee, which held eight meetings during fiscal
year 2000, presently consists of Barry Ridings, Margaret Bertelsen Hampton,
Damien W. Kovary and Robert W. Sullivan. The Committee's responsibilities
include: reviewing the recommendations of the Company's President and CEO with
respect to compensation of management employees; administering the Company's
1995 Stock Option Plan; reviewing management recommendations for grants of stock
options and any proposed plans or practices of the Company relating to
compensation and benefits of its employees and directors; and determining
compensation and incentives for the Chief Executive Officer of the Company. See
"Executive Compensation-Report of the Compensation Committee" and "-Option
Plan."
The Finance Committee, which held six meetings during fiscal year 2000,
presently consists of Barry Ridings, Margaret Bertelsen Hampton, Damien W.
Kovary, Max Pine and Phillip Ratner. The Finance Committee has special charge
and responsibility for oversight of all financial affairs of the Company. The
principal functions and responsibilities of the Finance Committee are: to review
and approve investment and loan policies; review and approve asset-liability
management policies; monitor corporate financial results; and recommend
corporate financial actions, including dividends and capital financing. The
Finance Committee also makes recommendations to the Board of Directors with
respect to the terms of loans and issuances of securities of the Company,
including equity and debt securities.
The Nominating Committee, which held three meetings during fiscal year
2000, presently consists of Margaret Bertelsen Hampton, Damien W. Kovary, Max
Pine and Barry W. Ridings. During 2001, the Nominating Committee proposed for
approval by the board of directors the candidates for election as directors
named in this Proxy Statement. The Nominating Committee's responsibilities
include: meeting periodically to review the qualifications of
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potential Board candidates from whatever source received; reporting its
findings to the Board and proposing nominations for Board membership for
approval by the Board and for submission to stockholders for approval; and
reviewing and making recommendations to the Board, where appropriate,
concerning the size of the Board and the frequency of meetings. The
Nominating Committee will consider nominee recommendations from holders of
Common Stock. Recommendations for the election of directors at the Company's
2002 Annual Meeting of Stockholders should be submitted in writing to the
Nominating Committee at the address of the Company's principal executive
offices on or before December 16, 2001.
In addition to the standing committees, the Board from time to time
establishes committees of limited duration for special purposes. There were no
special committee meetings held during 2000.
Each director, other than Barry W. Ridings, attended at least 75
percent of all meetings of the Board of Directors and committees to which they
were assigned during fiscal year 2000.
DIRECTOR FEES
Non-employee directors of the Company receive a fee of $1,500 per month
and $1,000 per Board meeting attended as compensation for their services. The
Chairman of the Board of Directors receives an additional fee of $500 per month.
In addition, non-employee directors receive $500 for each telephonic committee
meeting attended and $1,000 for each committee meeting attended in person.
DIRECTOR OPTIONS
Under the Company's 1995 Stock Option Plan, as amended, each director
automatically receives a grant of an option to purchase 20,000 shares of Company
Common Stock upon appointment as a director, vesting and becoming exercisable in
three equal installments on the first, second and third anniversaries of the
date of grant, and having an exercise price equal to the closing price of the
Company's stock on the date of grant. In May 2000 the Board of Directors
approved the grant to each director of an option to purchase 15,000 shares of
Common Stock at a price of $3.75 per share, which was immediately vested and
exercisable.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires the Company's officers and directors and persons who
own more than 10 percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the American Stock Exchange. Officers,
directors and greater than ten-percent stockholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5's were
required for those persons, the Company believes that, during fiscal 2000 all
filing requirements were complied with by its officers, directors and greater
than ten-percent beneficial owners.
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EXECUTIVE OFFICERS
NAME AGE TITLE
---- --- -----
Phillip Ratner 56 President and Chief Executive Officer
Paul G. Hargett 46 Executive Vice President and Chief Financial Officer
Thomas M. Blasdell 51 Vice President and General Manager
of Dynamic Foods
Donald M. Dodson 63 Vice President - Operations
Bruce S. Dudley 38 Vice President - Administration
Danny K. Meisenheimer 41 Vice President - Marketing
PHILLIP RATNER has been the President and Chief Executive Officer since
September 27, 1998, and before joining the Company served as Chairman, President
and Chief Executive Officer of Spaghetti Warehouse, Inc. (from June 1994).
PAUL G. HARGETT has been Executive Vice President and Chief Financial Officer
since July 28, 1999. From 1997 until joining the Company, Mr. Hargett had his
own financial consulting firm serving the restaurant, retail and distribution
industries. From 1994 to 1997 Mr. Hargett was the President and Chief Financial
Officer of Allied Physicians in Dallas, Texas.
DONALD M. DODSON has been Vice President of Operations since 1993 and was Vice
President - Food and Beverage from 1990 until 1993. Mr. Dodson joined the
Company in 1958.
THOMAS M. BLASDELL has been Vice President and General Manager of Dynamic Foods
since January 2000. Prior to this, he held several other positions with the
Company, including Vice President of Purchasing and Distribution, Vice President
of Purchasing, Director of Purchasing and Manager of Warehousing and Inventory
Control. Mr. Blasdell joined the Company in 1971.
DANNY K. MEISENHEIMER has been Vice President of Marketing since January 1995.
Mr. Meisenheimer joined the Company in 1991.
BRUCE S. DUDLEY joined the Company as Vice President of Human Resources in
October 1998 and was promoted to Vice President of Administration in January
2001. Prior to this, since 1997, Mr. Dudley was a senior consultant with the
Dallas based restaurant-consulting firm Batrus-Hollweg Inc. From 1995 to 1997
Mr. Dudley was the Manager of Organizational Learning for Electronic Data
Systems ("EDS") in Plano, Texas. Prior to 1995, Mr. Dudley was an independent
consultant specializing in organizational development.
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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVES
As of April 2, 2001, according to information furnished to the Company,
each director, director nominee, the executive officers named in the summary
compensation table and all named executive officers and directors as a group,
owned beneficially the indicated shares of Common Stock:
NAME OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF COMMON STOCK
------------------------ ---------------- -----------------------
Directors:
Robert N. Dangremond 0 *
Margaret Bertelsen Hampton 84,332(1) *
Damien W. Kovary 36,933(2) *
William J. Nightingale 38,333(3) *
Max Pine 34,332(4) *
Phillip Ratner 124,206(5) 1.3
Barry W. Ridings 36,333(6) *
Robert W. Sullivan 21,566(7) *
Named Executive Officers:
Donald M. Dodson 7,648(8) *
Bruce S. Dudley 7,688(9) *
Paul G. Hargett 16,666(10) *
Danny K. Meisenheimer 7,563(11) *
Don J. Williams 8,700(12) *
All officers and directors as a group 432,608 4.4%
*Owns less than 1.0 percent
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(1) Includes options to purchase 13,332 shares at $5.00 per share and 15,000
shares at $3.75 per share
(2) Includes options to purchase 21,333 shares at $5.00 per share and 15,000
shares at $3.75 per share
(3) Includes options to purchase 21,333 shares at $5.00 per share and 15,000
shares at $3.75 per share
(4) Includes options to purchase 13,332 shares at $5.00 per share and 15,000
shares at $3.75 per share
(5) Includes options to purchase 100,000 shares at $3.75 per share and 16,666
shares at $4.00 per share
(6) Includes options to purchase 21,333 shares at $5.00 per share and 15,000
shares at $3.75 per share
(7) Includes options to purchase 6,666 shares at $2.75 per share
(8) Includes options to purchase 6,000 shares at $5.94 per share, 750 shares at
$3.00 per share and 750 shares at $3.75 per share
(9) Includes options to purchase 6,000 shares at $5.94 per share, 750 shares at
$3.00 per share and 750 shares at $3.75 per share
(10) Includes options to purchase 16,666 shares at $3.75 per share
(11) Includes options to purchase 6,000 shares at $5.94 per share, 750 shares at
$3.00 per share and 750 shares at $3.75 per share
(12) Includes options to purchase 6,000 shares at $5.94 per share, 750 shares at
$3.00 per share and 750 shares at $3.75 per share
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company and its
subsidiaries for the fiscal years ended January 2, 2001, December 28, 1999 and
December 29, 1998, of the Company's Chief Executive Officer and for the
registrant's four most highly compensated executive officers, other than the
Chief Executive Officer, who were serving at the end of 2000.
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
-------------------- UNDERLYING ALL OTHER
NAME AND TITLE YEAR SALARY BONUS OTHER OPTIONS COMPENSATION
-------------- ---- ------ ----- ----- ------- ------------
Phillip Ratner 2000 $315,000 $150,000 $15,000(2) 50,000 -
President and Chief 1999 300,000 50,000 15,000(2) - -
Executive Officer 1998 77,308(1) - - 150,000 -
Donald M. Dodson 2000 143,800 43,651 - 2,250 -
Vice President- 1999 138,750 83,000 - 2,250 -
Operations 1998 125,000 13,688 - 9,000 -
Bruce S. Dudley 2000 121,000 44,212 - 2,250 -
Vice President- 1999 131,154 - - 2,250 -
Administration 1998 29,716(3) - - 9,000 -
Paul G. Hargett 2000 175,000 38,903 - - -
Executive Vice 1999 71,346(4) - - 50,000 -
President & Chief 1998 - - - - -
Financial Officer
Danny K. Meisenheimer 2000 116,500 35,708 - 2,250 -
Vice President- 1999 110,263 86,640 - 2,250 -
Marketing 1998 99,500 15,343 - 9,000 -
Don J. Williams (5) 2000 120,640 38,493 - 2,250 -
Vice President- 1999 108,150 73,860 - 2,250 -
Information 1998 103,000 16,150 - 9,000 -
Technology
- -------------
(1) Compensation reflects amounts paid from Mr. Ratner's September 27, 1998 date
of employment.
(2) Amount paid for term life insurance and disability coverage as provided in
Mr. Ratner's Employment Agreement.
(3) Compensation reflects amounts paid from Mr. Dudley's October 26, 1998 date
of employment.
(4) Compensation reflects amounts paid from Mr. Hargett's August 3, 1999 date of
employment.
(5) Mr. Williams resigned effective March 16, 2001.
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OPTION PLAN
The Company's 1995 Stock Option Plan (the "1995 Option Plan") provides
for the issuance of stock options, stock appreciation rights or restricted stock
covering up to 980,544 shares of Common Stock. The Compensation Committee of the
Board of Directors administers the 1995 Option Plan, including determining the
employees to whom awards will be made, the size of such awards and the specific
terms and conditions applicable to awards, such as vesting periods,
circumstances of forfeiture and the form and timing of payment. Grants may be
made to selected employees of the Company and its subsidiaries and non-employee
directors of the Company. As of January 2, 2001, options representing a total of
723,000 shares of Common Stock were outstanding.
OPTION GRANTS
The table below sets forth information concerning options to purchase
stock of the Company granted in the 2000 fiscal year to the executive officers
named in the Summary Compensation Table pursuant to the Company's 1995 Stock
Option Plan:
POTENTIAL REALIZABLE AT
ASSUMED RATES OF ANNUAL
APPRECIATION
NUMBER OF ------------
OPTIONS PERCENT EXERCISE EXPIRATION
NAME GRANTS OF TOTAL PRICE DATE 5% 10%
---- ------ -------- ----- ---- -- ---
Phillip Ratner 50,000 (1) 6.9% $4.00 2/26/03 - $27,000
Donald M. Dodson 2,250 (1) 0.3% $3.75 6/27/10 - $ 1,778
Bruce S. Dudley 2,250 (1) 0.3% $3.75 6/27/10 - $ 1,778
Paul G. Hargett - - - - - -
Danny K. Meisenheimer 2,250 (1) 0.3% $3.75 6/27/10 - $ 1,778
Don J. Williams 2,250 (1) 0.3% $3.75 6/27/10 - $ 1,778
- ------------------------
(1) Options vest and become exercisable in three equal installments on the
first, second and third anniversaries of the date of grant.
None of the executive officers named above exercised any stock options during
fiscal 2000.
-12-
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE OF CONTROL AGREEMENTS
Phillip Ratner was employed as President and Chief Executive Officer of
the Company effective September 27, 1998. Mr. Ratner's Employment Agreement,
among other things, provides for a base salary of $300,000, an annual cash bonus
of up to 50% of his base compensation for each fiscal year and up to $15,000 per
year to be applied to payments by Mr. Ratner for term life insurance and
disability coverages. In the event that Mr. Ratner's employment is terminated by
the Company without Cause or by Mr. Ratner with Good Reason within a period of
two years following a Change in Control the Company shall pay Mr. Ratner a lump
sum amount equal to one (1) year of his base salary then in effect. During 2000
Mr. Ratner and each of the other named executive officers entered into
agreements providing compensation in the event of their termination of
employment without cause or for good reason following a Change of Control, which
agreements terminate in May 2001 and are not expected to be renewed.
The Company entered into a Change of Control Bonus Agreement with Mr.
Ratner on September 19, 2000, which provides for the payment of a bonus to Mr.
Ratner and other members of management prior to the closing of a Change of
Control transaction. The bonus payable under such agreement, which ranges from
$500,000 to $1,000,000, is based upon the value per share (whether in cash,
securities or property) received by shareholders of the Company generally in
that transaction.
Mr. Ratner's Option Agreements grant him the right to purchase 150,000
and 50,000 shares of Common Stock at an exercise prices of $3.75 per share and
$4.00 per share, respectively. Each of the Option grants vest in three (3) equal
installments on the first, second and third anniversaries of the date of grant.
Mr. Ratner's Option Agreements provide that his options vest fully and
immediately if, within 12 months of a "change of control" of the Company, Mr.
Ratner leaves the employment of the Company for good cause or as a result of
termination by the Company of his employment other than for "cause."
For the purpose of the agreements referenced above, a "change of
control" occurs when, during a 12-month period immediately following any of
certain specified triggering events, a majority of the persons constituting
the Company's Board of Directors prior to the event no longer constitute a
majority of the Board of Directors. Any one of several tiggering events will
result in a change of control: a merger with, or sale of substantially all
Company assets to, another legal person in which the Company's stockholders
retain less than a 50 percent interest in the surviving or acquiring entity
or its ultimate parent; an acquisition by any person or group which did not
already own 10 percent or more of the Company's voting securities as of July
1, 1998, of a total of 50 percent or more of the Company's voting securities.
A termination for "cause" means, among other things, termination because of
Mr. Ratner's (i) failure to devote substantially all of his business time,
attention and energies to the business of the Company or to discharge the
duties as the President and Chief Executive Officer of the Company
faithfully, diligently, to the best of his abilities, and in a manner
consistent with those duties normally associated with his position; (ii)
breach of certain covenants pertaining to competition with the
-13-
Company and confidentiality of proprietary Company information; (iii)
failure to follow a directive of the Board of Directors set forth with
reasonable specificity; (iv) engagement in conduct that is significantly
injurious to the Company; (v) conviction of any crime or offense involving moral
turpitude; or (vi) use of illegal drugs or abuse of controlled substances or his
habitual intoxication. A termination for "good reason" means a termination by
Mr. Ratner because of (i) the Company's breach of the Employment Agreement, (ii)
a material change in the duties or conditions of Mr. Ratner's employment, (iii)
proper notice that Mr. Ratner does not wish to extend the term of the Agreement
or (iv) relocation of principal place of Mr. Ratner's employment more than fifty
miles.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee conducts an annual review of the Company's
executive compensation program as proposed by the Company's President and Chief
Executive Officer. The Company seeks to attract and retain qualified personnel
to meet the needs and objectives of the Company and to motivate such individuals
to achieve the Company's goals through compensation arrangements which reward
executives based on individual contributions as well as the Company's overall
results. The Compensation Committee takes into consideration in its review of
the Company's executive compensation program comparable industry information
obtained from approximately 90 chain restaurant companies (the "Comparable
Companies"). The Compensation Committee concluded that Comparable Companies are
appropriate for comparison primarily because of the similarity of Comparable
Companies' operations to the Company's and because information about the
Comparable Companies' salary and bonus structure is readily available.
The key elements of the Company's executive compensation arrangements
include base salary, annual incentive bonus and stock options. The financial
performance of definable business units or markets of the Company are taken into
account in evaluating compensation of executives with responsibility for such
units or markets. Base salaries are generally determined by evaluating each
individual's responsibilities, relative experience, management abilities and job
performance. Annual bonuses, including bonuses awarded pursuant to the Company's
Incentive Compensation Plan for Senior Management, are determined by evaluating
both the performance of the Company (including revenue and cash flow generation)
and the individual officers. The Incentive Compensation Plan for Senior
Management provides for cash bonuses as a percentage of the participant's salary
for the achievement of positive comparable store sales and budgeted earnings
targets. The budgeted earnings targets used in the Incentive Compensation Plan
for Senior Management were approved by the Compensation Committee based on the
goals of the Company and discussions with management. The percentages used in
the Incentive Compensation Plan for Senior Management and the overall potential
bonus levels, were established in connection with the earnings targets of the
Company and after comparisons with bonus levels of Comparable Companies. Option
awards in 2000 were based primarily upon a relative weighting of the seniority
associated with various job classifications, rather than as a consequence of
previous job performance.
-14-
Mr. Ratner's employment agreement, compensation and grant of options
have been approved by the Compensation Committee based upon their review of the
requirements of the position, executive compensation at comparable restaurant
companies and Mr. Ratner's compensation at his previous employment.
Approximately 40 members of management, including Mr. Ratner, participate in a
cash bonus plan that contemplates target bonuses ranging from 10 percent to 50
percent of base compensation based upon a combination of criteria that include
meeting or exceeding the Company's budget, achieving specified management
objectives and, to a lesser extent, subjective evaluations of performance at the
end of the year. The maximum cash bonus payable to any participant in the plan
is capped at eighty-seven and one-half percent of base compensation.
This report is not incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or under the Exchange Act, except to the
extent the Company specifically incorporates this information by reference, and
is not filed under such acts.
The foregoing report has been furnished by the Compensation Committee,
whose current members are Barry W. Ridings, Margaret Bertelsen Hampton, Damien
W. Kovary and Robert W. Sullivan.
BOARD AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the
Company's previous or future filings under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that might incorporate this Proxy Statement or
future filings with the Securities and Exchange Commission, in whole or in part,
the following report shall not be deemed to be incorporated by reference into
any such filing.
In accordance with its written charter adopted by the Company's Board
of Directors, which is attached as APPENDIX A to this Proxy Statement, the
Company's Audit Committee assists the Board in fulfilling its responsibility for
oversight of the quality and integrity of the accounting, auditing and financial
reporting practices of the Company. During fiscal 2000, the members of the Audit
Committee reviewed the interim financial information contained in the quarterly
earnings announcements with the independent auditors before public release.
In discharging its oversight responsibility as to the audit process,
the Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditor's independence consistent with Independence Standards
Board Standard No. 1, "INDEPENDENCE DISCUSSIONS WITH AUDIT COMMITTEES,"
discussed with the auditors any relationships that may impact their objectivity
and independence and satisfied itself as to the auditor's independence. The
Audit Committee also discussed with management and the independent auditors the
quality and adequacy of the Company's internal controls. The Audit Committee
reviewed with the independent auditors their audit plans, audit scope and
identification of audit risks.
-15-
The Audit Committee discussed and reviewed with the independent
auditors all communications required by generally accepted auditing standards,
including those described in Statement on Auditing Standards No. 61, as amended,
"COMMUNICATION WITH AUDIT COMMITTEES" and, with and without management present,
discussed and reviewed the results of the audit examinations.
The Audit Committee reviewed the audited financial statements of the
Company as of and for the fiscal year ended January 2, 2001, with management and
the independent auditors. Management has the responsibility for the preparation
of the Company's financial statements and the independent auditors have the
responsibility for the examination of those statements.
Based on the above-mentioned review and discussions with management and
the independent auditors, the Audit Committee recommended to the Board that the
Company's audited financial statements be included in its Annual Report on Form
10-K for the fiscal year ended January 2, 2001, for filing with the Securities
and Exchange Commission. The Audit Committee also recommended the reappointment
of the independent auditors and the Board concurred in such recommendation.
The foregoing report has been furnished by the Audit Committee, whose
current members are Robert N. Dangremond, Damien W. Kovary, William J.
Nightingale and Robert W. Sullivan. Each member of the audit committee is
"independent" as defined in the listing standards of the American Stock
Exchange.
AUDIT FEES
The aggregate fees billed for professional services rendered by KPMG
LLP for the audit of the Company's January 2, 2001 consolidated financial
statements, and the reviews of the consolidated financial statements included in
the quarterly reports on Forms 10-Q for the year ended January 2, 2001 were
$138,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
No information technology services were provided to the Company by KPMG
LLP during the year ended January 2, 2001.
ALL OTHER FEES
The aggregate fees billed for all other services, exclusive of the fees
disclosed above relating to financial statement audit services, rendered by KPMG
LLP during the year ended January 2, 2001 were $32,000. These other services
consisted solely of audits of employee benefit plans.
-16-
CONSIDERATION OF NON-AUDIT SERVICES PROVIDED BY THE INDEPENDENT ACCOUNTANTS
The Audit Committee has considered whether the services provided under
other non-audit services are compatible with maintaining the auditors'
independence.
COMPENSATION COMMITTEE INTERLOCKS
There are no relationships between the members of the Compensation
Committee and the members of management of the Company that would impair the
independence of the Compensation Committee in evaluating compensation of the
Company's management.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock against
both the New York Stock Exchange Market Value Index and the American Stock
Exchange Market Value Index as well as the SIC Code Index for Eating Places for
the five fiscal years ending January 2, 2001. Since the Company is now listed on
the American Stock Exchange ("Amex"), a comparison to other Amex listed
companies is believed to be more representative of its performance.
Fiscal Year Ending
---------------------------------------------------------------------------
Company/Index/Market 12/29/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/29/2000
- -------------------- ---------- ---------- ---------- ---------- ---------- ----------
Media General Inc. 100.00 101.07 141.88 182.05 180.75 128.31
Eating Places 100.00 104.83 110.34 149.07 141.80 135.03
NYSE Market Index 100.00 120.46 158.48 188.58 206.49 211.42
AMEX Market Index 100.00 105.52 126.97 125.25 156.15 154.23
-17-
RETIREMENT PLANS
Cafeteria Operators maintains a tax-qualified defined benefit plan (the
"Pension Plan"). Benefit accruals under the Pension Plan were frozen as of
December 31, 1988 for certain highly-compensated employees. Effective June 30,
1989, all benefit accruals and participation were frozen.
Prior to July 1, 1989, a full-time employee of Cafeteria Operators
(other than a leased or union employee) was eligible for Pension Plan
participation after attaining age 21 and completing one year of service.
A Pension Plan participant's benefit is the greater of the lifetime
monthly payment determined under the primary pension formula and the alternative
pension formula. The lifetime monthly payment under the primary pension formula
is the sum of the participant's frozen accrued lifetime monthly benefit, if any,
under the Kmart Corporation Employees' Retirement Pension Plan as of December
27, 1986 (the liability for which was assumed by the Pension Plan), plus .75% of
the participant's annualized compensation for each year in which the participant
earned benefit service until the Pension Plan was frozen, plus .75% of the
participant's annualized compensation in excess of 50% of the Social Security
taxable wage base for each year in which the participant earned benefit service
until the Pension Plan was frozen. The monthly payment under the alternative
pension formula is determined from a cash balance amount which is equal to 2% of
the participant's 1986 compensation multiplied by the participant's benefit
service prior to January 1, 1987, plus 2% of the participant's compensation in
each year in which the participant earned benefit service after December 31,
1986 until the Pension Plan was frozen, credited with a maximum 6% compound
interest in each such year. The cash balance is accumulated with interest at a
minimum annual rate of 6% for the period beginning when the Pension Plan was
frozen until the date of the participant's sixty-fifth birthday and, then,
converted to an actuarially equivalent lifetime monthly benefit. For the purpose
of both the primary and alternative pension formulas, the participant's
"compensation" is generally defined as regular taxable wages from Cafeteria
Operators and amounts deferred by the participant under the Employees' Savings
Plan described below.
A participant's accrued benefit becomes fully vested or nonforfeitable
after the participant completes five years of vesting service.
The normal form of payment under the Pension Plan is a lifetime monthly
annuity commencing on the first day of the month coinciding with or next
following the date when the participant attains age 65. If a participant is
married, the normal form of payment is a joint and 50% survivor annuity,
commencing on the first day of the month coinciding with or next following the
date when the participant attains age 65. A participant can elect other benefit
payment options, including an immediate lump sum payment. Payments commencing
prior to the time when the participant attains age 65 are actuarially reduced
for this early commencement, unless the participant's age and vesting service
equal 90 when the payments begin.
-18-
PENSION PLAN TABLE
APPROXIMATE ANNUAL PENSION AT AGE 65*
TOTAL SERVICE AS OF 12/31/00
----------------------------
CURRENT COMPENSATION 5 YEARS 15 YEARS 25 YEARS 35 YEARS
- -------------------- ------- -------- -------- --------
$ 75,000 $ 2,801 $ 6,620 $ 10,438 $ 14,257
100,000 4,005 9,591 15,177 20,796
125,000 4,690 12,104 19,616 27,129
150,000 5,772 15,091 24,475 33,858
* Estimates of frozen pension plan benefits.
The only executive officers named in the Summary Compensation Table who
are participants in the Pension Plan are Messrs. Blasdell and Dodson. Total plan
years of service at June 30, 1989 (the date benefit accruals were frozen) of the
executive officers of the Company named in the Summary Compensation Table and
its subsidiaries are Thomas M. Blasdell 17 and Donald M. Dodson 31; no other
executive officer participates in the Pension Plan. The amounts of monthly
benefits that are available to Messrs. Blasdell and Dodson as of their
retirement dates under the Pension Plan are $710 and $3,265 respectively. The
Pension Plan does not cover any compensation reported in the Summary
Compensation Table.
Furr's has established an Employees 401(k) Plan (the "401(k) Plan")
that is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code.
Under the 401(k) Plan, participants may elect to make pre-tax contributions, in
an amount equal to from 1 percent to 12 percent of "considered pay," which
consists of total W-2 compensation for personal services, excluding
extraordinary pay, such as moving expenses and imputed income. Pre-tax
contributions were limited to $10,000 in 2000. Additionally, Furr's may make
discretionary contributions to the 401(k) Plan. Furr's made a discretionary
contribution to the 401(k) Plan of $100,000 for the plan year ended December 31,
2000. Employees are eligible to participate in the 401(k) Plan at age 21 with
one year of participation service.
Participants' contributions to the 401(k) Plan are always fully vested.
The Board of Directors of the Company will designate Company contributions as
either (i) fully vested when made or (ii) subject to a vesting schedule under
which 100 percent of the Company contributions are vested after up to seven
years. Employee contributions may be invested either in a fixed income fund,
consisting of guaranteed interest contracts and government securities, or nine
different equity funds with various growth and income objectives. Loans from
participants' pre-tax accounts are permitted if they have a minimum of $1,000 in
their account.
Participants in the 401(k) Plan may generally receive their vested
account balances at the earlier of retirement or separation from service.
-19-
INDEPENDENT AUDITORS
The Board of Directors, on the recommendation of the Audit
Committee, has reappointed KPMG LLP as the Company's independent public
accountants. Representatives of KPMG LLP are expected to be present at the
Annual Meeting, with an opportunity to make a statement, if they desire to do
so, and to respond to appropriate questions.
2002 STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's Proxy Statement
for the 2002 Annual Meeting of Stockholders, stockholder proposals must be
received by the Secretary of the Company at its executive offices by December
16, 2001.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at
the Annual Meeting. However, if any other business properly comes before the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote on such matters in accordance with their best judgment.
The prompt return of your completed proxy card will be appreciated and
helpful in obtaining the necessary vote. Therefore, whether or not you expect to
attend the Annual Meeting, please sign the completed proxy card and return it in
the enclosed envelope.
By Order of the Board of Directors
Dated: April 18, 2001 Bruce Dudley
Secretary
-20-
APPENDIX A
FURR'S RESTAURANT GROUP, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors to assist
the Board in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:
o Monitor the integrity of the Company's financial reporting
process and systems of internal controls regarding finance,
accounting, and legal compliance.
o Monitor the independence and performance of the Company's
independent auditors.
o Provide an avenue of communication among the independent
auditors, management, and the Board of Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the ability to retain, at the
Company's expense, special legal, accounting, or other consultants or
experts it deems necessary in the performance of its duties.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the American
Stock Exchange. The Audit Committee shall be comprised of three or more
directors as determined by the Board, each of whom shall be independent
nonexecutive directors, free from any relationship that would interfere
with the exercise of his or her independent judgment. All members of
the committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial
statements, and at least one member of the Audit Committee shall have
accounting or related financial management expertise.
Audit Committee members shall be appointed by the Board on
recommendation of the Nominating Committee. If an audit committee Chair
is not designated or present, the members of the Audit Committee may
designate a Chair by majority vote of the Audit Committee membership.
The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall
prepare and/or approve an agenda in advance of each meeting. The Audit
Committee should meet privately in
-21-
executive session at least annually with management, the independent
auditors, and as a committee to discuss any matters that the Audit Committee
or each of these groups believe should be discussed. In addition, the Audit
Committee, or at least its Chair, should communicate with management and the
independentauditors' quarterly to review the Company's financial statements
and significant findings based upon the auditors limited review procedures.
III. Audit Committee Responsibilities and Duties
REVIEW PROCEDURES
1. Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.
2. Review the Company's annual audited financial statements prior
to filing or distribution. Review should include discussion
with management and independent auditors of significant issues
regarding accounting principles, practices, and judgments.
3. In consultation with the management and the independent
auditors, consider the integrity and effectiveness of the
Company's financial reporting processes and controls. Discuss
significant financial risk exposures and the steps management
has taken to monitor, control, and report such exposures.
Review significant findings prepared by the independent
auditors together with management's responses.
4. Review with financial management and the independent auditors
the company's quarterly financial results prior to the release
of earnings and/or the company's quarterly financial
statements prior to filing or distribution. Discuss any
significant changes to the Company's accounting principles and
any items required to be communicated by the independent
auditors in accordance with SAS 61 (see item 9). The Chair of
the Audit Committee may represent the entire Audit Committee
for purposes of this review.
INDEPENDENT AUDITORS
5. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit
Committee shall review the independence and performance of the
auditors and annually recommend to the Board of Directors the
appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.
6. Approve the fees and other significant compensation to be paid
to the independent auditors.
-22-
7. On an annual basis, the Audit Committee should review and
discuss with the independent auditors all significant
relationships they have with the Company that could impair the
auditors' independence.
8. Review the independent auditors audit plan - discuss scope,
staffing, locations, reliance upon management, and general
audit approach.
9. Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committees in
accordance with AICPA SAS 61.
10. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.
LEGAL COMPLIANCE
11. On at least an annual basis, review with the Company's
counsel, any legal matters that could have a significant
impact on the organization's financial statements, the
Company's compliance with applicable laws and regulations, and
inquiries received from regulators or governmental agencies.
OTHER AUDIT COMMITTEE RESPONSIBILITIES
12. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in the Company's annual proxy statement.
13. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Audit Committee
or the Board deems necessary or appropriate.
14. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.
-23-
PROXY
FURR'S RESTAURANT GROUP, INCORPORATED
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 22, 2001
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Furr's Restaurant Group, Incorporated (the
"Company") to be held on May 22, 2001, and the Proxy Statement for Annual
Meeting of Stockholders (herein so called) in connection therewith, each
dated April 18, 2001, (b) appoints Phillip Ratner and Bruce Dudley as
proxies, or either of them, each with the power to appont a substitute, (c)
authorizes the Proxies to represent and vote, as designated on the reverse
side, all the shares of Common Stock of the Company held of record by the
undersigned on April 2, 2001, at such annual meeting and at any
adjournment(s) thereof and (d) revokes any proxies heretofore given.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS INDICATED,
THIS PROXY WILL BE VOTED FOR THE ELECTION TO THE BOARD OF DIRECTORS OF EACH
OF THE NOMINEES LISTED ON THIS PROXY AND IN THE DISCRETION OF THE PROXIES ON
ANY OTHER BUSINESS.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
PLEASE MARK
YOUR VOTES AS
INDICATED IN /X/
THIS EXAMPLE
1. Election of Directors: Robert N. Dangremond Max Pine Robert W. Sullivan
(Recommended for election by the Board of Directors) Margaret B. Hampton Phillip Ratner
Damien W. Kovary Barry Ridlings
FOR all nominees listed WITHHOLD AUTHORITY
at right (except as for all nominees INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE,
marked to the contrary) listed to the right WRITE THE NOMINEE'S NAME ON THE SPACE BELOW.)
/ / / / __________________________________________________________________
In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting or any
adjournment(s) thereof.
Dated: __________________________, 2001
_______________________________________
_______________________________________
Please sign your name above exactly
as it appears on your stock certificate,
date and return promptly. When signing
on behalf of a corporation, partnership,
estate, trust, or in any representative
capacity, please sign name and title.
For joint accounts, each joint owner
must sign.
- ------------------------------------------------------------------------------------------------------------------------------------
- FOLD AND DETACH HERE -