SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ARK RESTAURANTS CORP.
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(Name of Registrant as Specified in Its Charter)
ARK RESTAURANTS CORP.
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(Name of Person(s) Filing Proxy Statement)
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 transactions applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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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
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[ ] 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:
ARK RESTAURANTS CORP.
85 FIFTH AVENUE
NEW YORK, NEW YORK 10003
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 25, 1998
To Shareholders of
ARK RESTAURANTS CORP.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ark
Restaurants Corp. (the "Company") will be held on March 25, 1998 at 10:00 A.M.
at Bryant Park Grill, located at 25 West 40th Street, New York, New York for the
following purposes:
(1) To elect a board of eight directors;
(2) To ratify the appointment of Deloitte & Touche LLP as
independent auditors for the 1998 fiscal year; and
(3) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on February 17,
1998 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting.
YOU ARE EARNESTLY REQUESTED, WHETHER OR NOT YOU PLAN TO BE PRESENT AT
THE MEETING, TO DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW THE PROXY AND VOTE
YOUR OWN SHARES.
By Order of the Board of Directors,
Vincent Pascal
Secretary
New York, New York
February 19, 1998
ARK RESTAURANTS CORP.
---------------------
PROXY STATEMENT
---------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Ark Restaurants Corp., a New York
corporation (the "Company"), of proxies to be used at the Annual Meeting of
Shareholders to be held at Bryant Park Grill, located at 25 West 40th Street,
New York, New York, at 10:00 A.M. on March 25, 1998 and at any adjournment or
adjournments thereof (the "Meeting").
If the enclosed proxy is properly executed and returned, the shares
represented thereby will be voted in accordance with the instructions specified
therein and if no instructions are given, will be voted (i) IN FAVOR of the
nominees for election as directors; and (ii) IN FAVOR of the ratification of the
appointment of Deloitte & Touche LLP as independent auditors for the Company for
the 1998 fiscal year. Election of directors is by a plurality of votes cast at
the Meeting in person or by proxy. All other proposals to be considered at the
Meeting will be determined by a plurality of votes cast at the Meeting in person
or by proxy.
The proxy may be revoked at any time prior to its exercise by written
notice to the Company, by submission of another proxy bearing a later date, or
by voting in person at the Meeting. Such revocation will not affect any vote
taken prior thereto. The mere presence at the Meeting of the person appointing a
proxy will not revoke the appointment.
The approximate date this Proxy Statement and the accompanying Proxy
were first mailed to shareholders was on or about February 19, 1998. The
Company's principal executive offices are located at 85 Fifth Avenue, New York,
New York 10003.
VOTING SECURITIES -- RECORD DATE
Only holders of record of the Company's Common Stock at the close of
business of February 17, 1998 will be entitled to notice of and to vote at the
Meeting. On that date 3,842,499 shares of Common Stock were issued and
outstanding. Each outstanding share of Common Stock entitles the holder thereof
to one vote.
-1-
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information at January 23, 1998,
with respect to the beneficial ownership of shares of Common Stock owned by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director and nominee for election
as director of the Company, and (iii) all officers and directors of the Company
as a group:
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
------------------- ----------------------- ----------------
Michael Weinstein ........................ 1,035,338(2) 26.9%
85 Fifth Avenue
New York, New York 10003
FMR Corp.................................... 225,100(3) 5.9%
82 Devonshire Street
Boston, Massachusetts 02109
Bruce R. Lewin.............................. 210,000(4) 5.4%
c/o Lewin Art, Inc.
150 East 69th Street
New York, New York 10021
Vincent Pascal.............................. 60,055(5) 1.6%
85 Fifth Avenue
New York, New York 10003
Robert Towers............................... 68,025(6) 1.8%
85 Fifth Avenue
New York, New York 10003
Donald D. Shack............................. 42,603(7) 1.1%
530 Fifth Avenue
New York, New York 10036
Andrew Kuruc................................ 31,500(8) Less than 1%
85 Fifth Avenue
New York, New York 10003
Jay Galin................................... 26,000 Less than 1%
520 Eighth Avenue
New York, New York 10018
Ernest Bogen................................ 17,320(9) Less than 1%
85 Fifth Avenue
New York, New York 10003
Paul Gordon................................. 13,625(10) Less than 1%
85 Fifth Avenue
New York, New York 10003
All directors and officers as a group
(eight persons) .......................... 1,294,466(11) 33.7%
-2-
(1) Except to the extent otherwise indicated, to the best of the Company's
knowledge, each of the indicated persons exercises sole voting and
investment power with respect to all shares beneficially owned by him.
(2) Includes 32,000 shares owned by The Weinstein Foundation, a private
foundation of which Mr. Weinstein acts as trustee and as to which shares
Mr. Weinstein has shared investment and shared voting power, 16,000 shares
owned by Mr. Weinstein's spouse as custodian for their children under the
Uniform Gifts to Minors Act, 9,750 shares issuable upon exercise of
currently exercisable options granted under the Company's 1985 Stock
Option Plan, and 12,500 shares issuable upon exercise of currently
exercisable options granted under the Company's 1996 Stock Option Plan.
(3) Based upon information set forth in Schedule 13G filed by FMR Corp. with
the Securities and Exchange Commission on or about February 14, 1997.
Fidelity Management & Research Company ("Fidelity"), a wholly-owned
subsidiary of FMR Corp., is the beneficial owner of 225,100 shares or 5.9%
of the Common Stock of the Company as a result of acting as investment
adviser to several investment companies. The ownership by one investment
company, Fidelity Low-Priced Stock Fund, amounted to 225,100 shares. Mr.
Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the
aforementioned investment companies each has the power to dispose of the
225,100 shares.
(4) Based upon information set forth in a Schedule 13D filed by Mr. Lewin with
the Securities and Exchange Commission on or about January 7, 1991.
(5) Includes 9,750 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan, and
4,375 shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.
(6) Includes 9,750 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan, and
4,375 shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.
(7) Includes 40,000 shares owned by Skylark Partners, a partnership of which
Mr. Shack is a general partner.
(8) Includes 5,625 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan, and
4,375 shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.
(9) Includes 7,320 owned by Mr. Bogen's spouse, as to which Mr. Bogen
disclaims beneficial ownership.
(10) Includes 5,625 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan, and
6,250 shares issuable upon exercise of currently exercisable stock options
granted under the Company's 1996 Stock Option Plan.
(11) Includes 40,500 shares issuable upon exercise of currently exercisable
stock options granted under the Company's 1985 Stock Option Plan and
31,875 shares issuable upon exercise of currently exercisable stock
options granted under the Company's 1996 Stock Option Plan.
--------------------
In the event of the death of Michael Weinstein, the Company has agreed
to purchase from his estate, at the option of his executor or legal
representative, such number of shares of Common Stock as may be purchased with
the proceeds of a $5,000,000 insurance policy maintained by the Company on the
life of Mr. Weinstein, at a price per share equal to the greater of the then
book value or the then fair market value of such shares. The Company is
obligated to maintain $5,000,000 of insurance on the life of Mr. Weinstein
during the term of the agreement.
-3-
PROPOSAL 1: ELECTION OF DIRECTORS
A board of eight directors is to be elected at the Meeting. Unless a
proxy shall specify that it is not to be voted for the directors, it is intended
that the shares represented by each duly executed and returned proxy will be
voted IN FAVOR of the election as directors of the persons named below.
Each of the persons named below is at present a director of the Company.
If for any reason any nominee is not a candidate for election at the Meeting,
such proxies will be voted for a substitute nominee and for the others named
below. The Board does not anticipate that any of the nominees will not be a
candidate.
PRINCIPAL OCCUPATION AND DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- -----
Ernest Bogen 66 Chairman of the Board of the Company 1983
Michael Weinstein 54 President of the Company 1983
Vincent Pascal 54 Vice President and Secretary of the Company 1985
Robert Towers 50 Vice President and Treasurer of the Company 1987
Andrew Kuruc 40 Vice President and Controller of the Company 1989
Paul Gordon 46 Vice President of the Company 1996
Donald D. Shack 69 Attorney, member of law firm of Shack & Siegel, 1985
P.C., general counsel to the Company
Jay Galin 61 President, G. & G. Shops, Inc. 1988
- -------
ERNEST BOGEN has been a director of the Company since its inception in
January 1983 and was also Secretary until September 1985 and Treasurer
until March 1987. He was elected Chairman of the Board of Directors of the
Company in September 1985. Since 1978, Mr. Bogen has been an officer,
director and 25% shareholder of Easy Diners, Inc., a restaurant management
company which operates a restaurant in New York City. Mr. Bogen is
also an officer, director and 25% shareholder of RSWB Corp., which
operates a restaurant in New York City that it acquired in June 1997.
For the past four years, Mr. Bogen has also been the majority owner of
Compass Cafe, Inc., the owner and operator of a restaurant and market
in South Miami Beach, Florida. Since October 1994 and October 1995,
respectively, Mr. Bogen has been the majority owner of Palace Grill, Inc.
and Washington Tavern, Inc., each of which owns and operates a restaurant
in Miami Beach, Florida.
MICHAEL WEINSTEIN has been President and a director of the Company since
its inception in January 1983. Mr. Weinstein has been an officer, director
and 25% shareholder of Easy Diners, Inc. since 1978 and RSWB Corp. since
June 1997. Mr. Weinstein spends substantially all of his business time on
Company-related matters.
VINCENT PASCAL was elected Vice President and a director of the Company in
October 1985. Mr. Pascal became Secretary of the Company in January 1994.
ROBERT TOWERS has been employed by the Company since November 1983 and was
elected Vice President, Treasurer and a director in March 1987.
-4-
ANDREW KURUC was elected Vice President of the Company in 1993 and a
director of the Company in November 1989. Mr. Kuruc has been employed as
Controller of the Company since April 1987.
PAUL GORDON has been employed by the Company since 1983 and was elected as
a director in November 1996. Mr. Gordon is the manager of the Company's Las
Vegas operations and Vice President and a director of the Company's Las
Vegas subsidiaries. Prior to assuming that role in 1996, Mr. Gordon was the
manager of the Company's operations in Washington, D.C. commencing in 1989.
DONALD D. SHACK was elected a director of the Company in October 1985.
Since April 1993, Mr. Shack has been a member of the law firm of Shack &
Siegel, P.C., general counsel to the Company. From January 1990 to April
1993, Mr. Shack was a member of the law firm of Whitman & Ransom, which
firm was general counsel to the Company during that time. Mr. Shack is also
a director of the following publicly-held companies: Andover Togs, Inc.,
International Citrus Corporation and Just Toys, Inc.
JAY GALIN was elected a director of the Company in January 1988. For more
than the past five years, Mr. Galin has been President of G. & G. Shops,
Inc., a chain of retail clothing stores.
--------------------
The Company provides purchasing and bookkeeping services to restaurants
in which Messrs. Weinstein and Bogen have interests, for which the Company
receives a fee which has not exceeded $30,000 in any fiscal year.
All officers of the Company are elected by and serve at the pleasure of
the Board. There are no family relationships among any of the directors.
Messrs. Galin and Shack, the Company's non-employee directors, were each
paid $5,000 in fiscal year 1997 for their services to the Company as directors.
The Company made loans to Robert Towers and Vincent Pascal, which loans
were made in connection with the exercise of stock options as provided under the
Company's 1985 Stock Option Plan. All of the loans bear interest at the prime
rate in effect from time to time. The loans are payable on demand. During fiscal
1997, the largest amount of indebtedness of Mr. Towers outstanding at any one
time was $271,482. As of January 23, 1998, Mr. Towers was indebted to the
Company in the amount of $248,082. During fiscal 1997, the largest amount of
indebtedness of Mr. Pascal outstanding at any one time was $187,723. As of
January 23, 1998, Mr. Pascal was indebted to the Company in the amount of
$179,323.
-5-
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Messrs. Shack and Bogen currently serve as members of the Stock Option
Committee of the Board. The Stock Option Committee administers the Company's
1985 and 1996 Stock Option Plans. During the last fiscal year the Stock Option
Committee held no meetings and took action on three occasions by unanimous
written consent.
Messrs. Galin and Shack currently serve as members of the Audit
Committee of the Board of Directors. The Audit Committee is responsible for,
among other things, receiving and reviewing the recommendations of the
independent auditors, reviewing consolidated financial statements of the
Company, meeting periodically with the independent auditors and Company
personnel with respect to the adequacy of internal accounting controls,
resolving potential conflicts of interest and reviewing the Company's accounting
policies. The Audit Committee held one meeting during the past fiscal year.
Messrs. Bogen, Galin and Shack currently serve as members of the
Compensation Committee. The Compensation Committee is responsible for reviewing
the Company's compensation policies, establishing the compensation for the
President and Chief Executive Officer of the Company and making recommendations
on compensation for other executive officers of the Company. During the last
fiscal year the Compensation Committee held one meeting.
The Company does not now, and did not during the past fiscal year, have
a Nominating Committee.
During the Company's past fiscal year, the Board held two meetings and
took action on one occasion by unanimous written consent. Each member of the
Board attended at least 75% of the meetings of the Board and committees on
which he served, except for Paul Gordon and Jay Galin who were each absent
from one meeting held by the Board.
-6-
EXECUTIVE COMPENSATION
The Summary Compensation Table shown below sets forth certain information
concerning the annual and long-term compensation for services in all capacities
to the Company for the 1997, 1996 and 1995 fiscal years, of those persons who
were, at September 27, 1997, (i) President and Chief Executive Officer of the
Company and (ii) the other three most highly compensated executive officers of
the Company. No other executive officer of the Company received a salary in
excess of $100,000 in fiscal 1997.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- -------------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS ($) OPTIONS AWARDED (#)
--------------------------- ---- --------- --------- -------------------
Michael Weinstein........................... 1997 328,489 32,295 50,000
President and Chief Executive Officer.. 1996 316,950 -- --
1995 316,950 -- 13,000
Vincent Pascal ............................. 1997 165,707 16,090 17,500
Vice President and Secretary 1996 160,900 -- --
1995 163,994 -- 13,000
Robert Towers ............................. 1997 163,167 16,090 17,500
Vice President and Treasurer 1996 154,900 -- --
1995 154,900 -- 13,000
Andrew Kuruc ............................. 1997 142,946 14,000 17,500
Vice President and Controller 1996 137,012 -- --
1995 140,000 -- 7,500
-7-
The table shown below sets forth certain information at September 27,
1997 with respect to options to purchase the Company's Common Stock granted in
fiscal year 1997 under the Company's 1996 Stock Option Plan for the President
and Chief Executive Officer of the Company and the other three most highly
compensated executive officers of the Company during the past fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term
- ----------------------------------------------------------------------------------- -----------------------------
Percent of Total
Options Granted
to Employees in Exercise
Options Fiscal Price Expiration
Name Granted(#) 1997 ($/Share) Date 5%($) 10%($)
- ------------------- --------- --------------- -------- ---------- ----------- ------------
Michael Weinstein 50,000(1) 32.8% 12.00 1/2/02 165,768 366,500
Vincent Pascal 17,500(1) 11.4% 12.00 1/2/02 58,019 128,275
Robert Towers 17,500(1) 11.4% 12.00 1/2/02 58,019 128,275
Andrew Kuruc 17,500(1) 11.4% 12.00 1/2/02 58,019 128,275
- ----------
(1) The options are exercisable as follows: 25% are exercisable on
January 2, 1998 and on each of the next three one-year
anniversaries thereafter.
-8-
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The table shown below sets forth certain information at September 27,
1997 with respect to unexercised options to purchase shares of the Company's
Common Stock under the Company's 1985 and 1996 Stock Option Plans for the
President and Chief Executive Officer of the Company and the other three
most highly compensated executive officers of the Company during the past fiscal
year.
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
ACQUIRED VALUE OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
NAME ON EXERCISE REALIZED YEAR-END YEAR-END (1)
---- ----------- -------- -------- ------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
MICHAEL -- -- 6,500 56,500 $19,500 $19,500
WEINSTEIN........
VINCENT 10,000 $98,750 6,500 24,000 19,500 19,500
PASCAL...........
ROBERT -- -- 6,500 24,000 19,500 19,500
TOWERS ..........
ANDREW 5,000 33,750 3,750 21,250 11,250 11,250
KURUC............
(1) Based on the closing sale price on the NASDAQ/National Market System of
the Company's Common Stock on September 27, 1997.
-9-
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The graph set forth below compares the cumulative total shareholder
return on the Company's Common Stock for the period commencing October 2, 1992
and ending September 27, 1997 against the cumulative total return on the NASDAQ
Market Index and a peer group comprised of those public companies whose business
activities fall within the same standard industrial classification code as the
Company. This graph assumes a $100 investment in the Company's Common Stock and
in each index on October 3, 1992 and that all dividends paid by companies
included in each index were reinvested.
[The Performance Graph is being filed in tabular form
pursuant to Item 304(d) of Regulation S-T.]
10/2/92 10/1/93 9/30/94 9/29/95 9/27/96 9/26/97
Ark Restaurants $100.00 159.1 129.0 172.0 159.1 189.2
Corp.
Market Index - $100.00 133.6 134.8 186.1 221.6 302.6
Nasdaq Stock
Market
(US Companies)
Peer Index - $100.00 126.1 118.7 146.4 166.6 168.3
NASDAQ/NYSE/
AMEX Stocks
(SIC 5800-5899;
US Companies)
The foregoing graph shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates such information by reference.
-10-
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, consisting of Messrs. Bogen, Galin and
Shack, determines the compensation of the President and sets policies for and
reviews with the President the compensation awarded to the other principal
executives.
The Company's current executive officers consist of the President,
Messrs. Pascal, Towers and Kuruc. The three elements of their compensation have
been salary, bonus and stock options.
The President is the founder of the Company. He owns over 1,035,000
shares of Company stock, almost 27% of the outstanding shares. The
Compensation Committee believes he is very substantially motivated, both by
reason of stock ownership and commitment to the Company, to act on behalf of all
shareholders to optimize overall corporate performance. Accordingly, the
Compensation Committee has not considered it necessary to specifically relate
the President's compensation to corporate performance.
The President's annual salary was $316,950 during fiscal 1996 and
was increased to $328,489 for fiscal 1997. The Compensation Committee believes
the compensation paid to the President to be comparable or less than that
generally paid to chief executive officers at comparable companies. In
January 1997, he received options to purchase an additional 50,000 shares of
Common Stock.
The Compensation Committee relies extensively on the views of the
President in determining salaries paid to Messrs. Pascal, Towers and Kuruc.
Their salary levels are believed to be competitive with amounts paid to
executives with comparable qualifications, experience and responsibilities at
companies of comparable size and also reflect assessments of past performance
and expectations concerning future contributions to the Company and its
business.
In fiscal 1997 the Company awarded bonuses to each of its executive
officers in an amount equal to or approximately 10% of their respective base
salaries. The Compensation Committee believes that the bonuses recognize
the significant expansion of duties of such executives as the Company
substantially increased the number of restaurants it operates without a
significant increase in the senior executive staff of the Company.
It is through the use of stock options that the Company has endeavored
to relate corporate performance and compensation of the other executives. The
Board believes that significant stock ownership is a major incentive in building
shareholder wealth and aligning the interests of employees and shareholders. In
January 1997, Messrs. Pascal, Towers and Kuruc each received options to purchase
17,500 shares of Common Stock.
Stock options are granted by the Company's Stock Option Committee
consisting of Messrs. Shack and Bogen. They consult with the Compensation
Committee in awarding options to the Company's executives. All options granted
under the Company's 1996 Stock Option Plan were granted at an exercise price
equal to market price on the date of grant.
Jay Galin Ernest Bogen Donald D. Shack
Compensation Committee Interlocks and Insider Participation
Ernest Bogen is Chairman of the Board of the Company and formerly an
executive officer of the Company. Donald D. Shack is a member of the firm of
Shack & Siegel, P.C., general counsel to the Company.
-11-
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
It is proposed that shareholders ratify the appointment by the Board of
Deloitte & Touche LLP as independent auditors for the Company for the fiscal
year ending September 26, 1998. The Company expects representatives of Deloitte
& Touche LLP to be present at the Meeting and available to respond to
appropriate questions submitted by shareholders. Such representatives will also
be accorded an opportunity at such time to make such statements as they may
desire.
Approval by the shareholders of the appointment of independent auditors
is not required, but the Board deems it desirable to submit this matter to
shareholders. If holders of a majority of the outstanding shares of Common Stock
present and voting at the meeting do not approve the appointment of Deloitte &
Touche LLP, the selection of independent auditors will be reconsidered by the
Board.
The Board recommends that you vote FOR ratification of the appointment
of Deloitte & Touche LLP as independent auditors for the Company.
-12-
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission (the "Commission") and the NASDAQ/National Market
System. Officers, directors and greater than ten percent stockholders are
required by the Commission's regulations 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, the Company believes that all of its officers, directors and greater
than ten percent beneficial owners complied with all filing requirements
applicable to them with respect to transactions during fiscal 1997, except that
(a) in the case of Mr. Pascal, Forms 4 that were required to be filed for
January 1997 reflecting four transactions and February 1997 reflecting one
transaction were filed in April 1997, and Forms 4 that were required to be filed
for February 1997 reflecting one transaction and April 1997 reflecting one
transaction were filed in August 1997, and (b) in the case of Mr. Towers, the
Form 4 that was required to be filed for February 1997 reflecting one
transaction was filed in April 1997.
VOTING PROCEDURES
Pursuant to Commission rules, a designated blank space is provided on
the proxy card to withhold authority to vote for one or more nominees for
director and boxes are provided on the proxy card for shareholders to mark if
they wish to abstain on Proposal 2. Votes withheld in connection with the
election of one or more of the nominees for director will not be counted in
determining the votes cast and will have no effect on the vote. Abstentions are
not counted in determining the votes cast with respect to the ratification of
the selection of independent auditors and will have no effect on the vote.
Under the rules of the National Association of Securities Dealers,
brokers who hold shares in street name for customers have the authority to vote
on certain items when they have not received instructions from beneficial
owners. Brokers that do not receive instructions are entitled to vote upon the
election of directors and the selection of independent auditors.
SHAREHOLDER PROPOSALS
To be included in the Company's proxy statement and proxy relating to
the Company's 1999 Annual Meeting of Shareholders, shareholder proposals should
be received by the Company on or before October 15, 1998.
ANNUAL REPORT
The 1997 Annual Report of the Company, including financial statements,
is being mailed together with this Notice of Annual Meeting of Shareholders,
Proxy Statement and Proxy to each shareholder of record on February 17, 1998.
-13-
OTHER MATTERS
Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer programs could fail or create erroneous results by or at the Year
2000. The Company has made a preliminary assessment of its Year 2000 issue and
the Company does not believe that such issue will have a material effect on the
Company.
As of the date of this Proxy Statement, the Board is not aware of any
other matters to be presented for action. However, if any other matters are
properly brought before the Meeting, it is intended that the persons voting the
accompanying proxy will vote the shares represented thereby in accordance with
their best judgment.
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 1997, INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO, TO EACH OF THE COMPANY'S
SHAREHOLDERS OF RECORD ON FEBRUARY 17, 1998 AND EACH BENEFICIAL SHAREHOLDER ON
THAT DATE, UPON RECEIPT OF A WRITTEN REQUEST THEREFOR MAILED TO THE COMPANY'S
OFFICES, 85 FIFTH AVENUE, NEW YORK, NEW YORK 10003, ATTENTION: TREASURER.
REQUESTS FROM BENEFICIAL SHAREHOLDERS MUST SET FORTH A GOOD FAITH REPRESENTATION
AS TO SUCH OWNERSHIP ON THAT DATE.
IT IS IMPORTANT THAT THE ACCOMPANYING PROXY BE RETURNED PROMPTLY.
THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE
EARNESTLY REQUESTED TO DATE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE
TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
MANNER AND EXPENSES OF SOLICITATION
The solicitation of proxies in the accompanying form is made by the
Board and all costs thereof will be borne by the Company. In addition to the
solicitation of proxies by the use of the mails, some of the officers, directors
and other employees of the Company may also solicit proxies personally or by
mail, telephone, or telegraph but they will not receive additional compensation
for such services. Brokerage firms, custodians, banks, trustees, nominees or
other fiduciaries holding shares of the Common Stock in their names will be
requested by the Company to forward proxy material to their principals and will
be reimbursed for their reasonable out-of-pocket expenses incurred in respect
thereto.
ARK RESTAURANTS CORP.
New York, New York
February 19, 1998
-14-
APPENDIX I - PROXY CARD
ARK RESTAURANTS CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
MARCH 25, 1998
THE UNDERSIGNED, revoking all previous proxies, hereby appoints MICHAEL
WEINSTEIN, ROBERT TOWERS and DONALD D. SHACK, or any of them as attorneys,
agents and proxies with power of substitution, and with all powers the
undersigned would possess if personally present, to vote all shares of Common
Stock of ARK RESTAURANTS CORP. (the "Company") which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held on
Wednesday, March 25, 1998 at 10:00 A.M. local time at Bryant Park Grill, 25 West
40th Street, New York, New York, and at all adjournments thereof. The shares
represented by this Proxy will be voted as indicated below upon the following
matters, all more fully described in the Proxy Statement.
(See reverse side)
[ ] _______________________ _______________________
ACCOUNT NUMBER COMMON
(1) Election of a board of eight directors
WITHHOLD AUTHORITY
Nominee VOTE FOR TO VOTE FOR
------- -------- -----------
Ernest Bogen [ ] [ ]
Michael Weinstein [ ] [ ]
Vincent Pascal [ ] [ ]
Robert Towers [ ] [ ]
Andrew Kuruc [ ] [ ]
Donald D. Shack [ ] [ ]
Jay Galin [ ] [ ]
Paul Gordon [ ] [ ]
(2) Ratification of the appointment of Deloitte & Touche LLP as independent
auditors for the 1998 fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN. IF NO SUCH INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED IN FAVOR OF ELECTION OF THE NOMINEES FOR DIRECTORS
DESIGNATED BY THE BOARD OF DIRECTORS AND FOR ITEM 2.
Dated: ____________________________________
________, 1998
___________________________________________
________________
NOTE: Please sign exactly as your name or
names appear hereon. Joint owners should
each sign personally. When signing as
executor, administrator, corporation,
officer, attorney, agent, trustee or
guardian, etc., please add your full title
to your signature.
NOTE: PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY IN THE ENVELOPE ENCLOSED FOR
THIS PURPOSE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.