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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 / /
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Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Uno Restaurant Corporation
(Name of Registrant as Specified In Its Charter)
Uno Restaurant Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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UNO RESTAURANT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
UNO RESTAURANT CORPORATION TO BE HELD ON
FEBRUARY 27, 1996
The Annual Meeting of Stockholders of UNO RESTAURANT CORPORATION will be
held on Tuesday, February 27, 1996 at 9:00 a.m., at Fleet Bank of Massachusetts,
N.A. (formerly Shawmut Headquarters), 8th Floor, Room 4, One Federal Street,
Boston, Massachusetts, for the following purposes:
1. To elect two Class II directors to hold office until the 1999
Annual Meeting of Stockholders and until their respective successors are
duly elected and qualified.
2. To consider and act upon any matters incidental to the foregoing
purpose and any other matters which may properly come before the Meeting or
any adjourned session thereof.
The Board of Directors has fixed January 24, 1996 as the record date for
determining the stockholders entitled to notice of, and to vote at, the Meeting.
You are cordially invited to attend the Meeting.
By Order of the Board of Directors
JOHN CUNNINGHAM
Secretary
Boston, Massachusetts
January 31, 1996
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING FORM OF PROXY,
SO THAT, IF YOU ARE UNABLE TO ATTEND THE MEETING, YOUR SHARES MAY NEVERTHELESS
BE VOTED. HOWEVER, THE PROXY IS REVOCABLE AS DESCRIBED IN THE PROXY STATEMENT.
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UNO RESTAURANT CORPORATION
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON FEBRUARY 27, 1996
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Uno Restaurant Corporation, a Delaware
corporation with its principal executive offices at 100 Charles Park Road, West
Roxbury, Massachusetts 02132 (referred to hereinafter as the "Company"), for use
at the Annual Meeting of Stockholders to be held on February 27, 1996, and at
any adjournment or adjournments thereof (the "Meeting"). The enclosed proxy
relating to the Meeting is solicited on behalf of the Board of Directors of the
Company and the cost of such solicitation will be borne by the Company. It is
expected that this proxy statement and the accompanying proxy will be mailed to
stockholders on or about January 31, 1996. Certain of the officers and regular
employees of the Company may solicit proxies by correspondence, telephone or in
person, without extra compensation. The Company may also pay to banks, brokers,
nominees and certain other fiduciaries their reasonable expenses incurred in
forwarding proxy material to the beneficial owners of securities held by them.
Only stockholders of record at the close of business on January 24, 1996
will be entitled to receive notice of, and to vote at, the Meeting. As of that
date, there were outstanding and entitled to vote 12,963,792 shares of Common
Stock, $.01 par value, of the Company (the "Common Stock"). Each such
stockholder is entitled to one vote for each share of Common Stock so held and
may vote such shares either in person or by proxy.
The enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, for the election of the nominees
as directors. If any other matters shall properly come before the Meeting, the
enclosed proxy will be voted by the proxies in accordance with their best
judgment. The proxy may be revoked at any time prior to exercise by filing with
the Secretary of the Company a written revocation, by executing a proxy with a
later date, or by attending and voting at the Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Meeting, two Class II directors are to be elected to serve until the
1999 Annual Meeting of Stockholders and until their respective successors have
been duly elected and qualified.
The Company's Restated Certificate of Incorporation and Bylaws provide that
the Board of Directors shall be divided into three classes. At each Annual
Meeting of Stockholders following the initial classification, the directors
elected to succeed those whose terms expire shall be identified as being the
same class as the directors they succeed and shall be elected to hold office for
a term to expire at the third Annual Meeting of Stockholders after their
election, and until their respective successors are duly elected and qualified,
unless an adjustment in the term to which an individual director shall be
elected is made because of a change in the number of directors.
The Restated Certificate of Incorporation sets the initial number of
directors at seven and authorizes the Board of Directors and the stockholders to
change the number from time to time. The terms of Craig S. Miller, Robert M.
Brown and E. Robert Kinney expire at the Meeting. Mr. Kinney has advised the
Company that he plans to retire and will not stand for reelection to the
Company's Board of Directors. The Company
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would like to express its gratitude to Mr. Kinney for his valuable years of
service as a director. Mr. Miller and Mr. Brown have each been renominated for
election as a Class II director, each to hold office until the 1999 Annual
Meeting of Stockholders and until their successors have been duly elected and
qualified. Due to Mr. Kinney's retirement, the Board of Directors has fixed the
number of directors constituting the Board of Directors for the ensuing year at
six.
It is the intention of the persons named as proxies to vote for the
election of Mr. Miller and Mr. Brown as Class II directors. In the unanticipated
event that the nominees should be unable to serve, the persons named as proxies
will vote the proxy for such substitutes, if any, as the present Board of
Directors may designate or to reduce the number of directors. The nominees have
not been nominated pursuant to any arrangement or understanding with any person.
The following table sets forth certain information with respect to the
nominees and each of the directors whose term extends beyond the Meeting,
including the year in which the nominees' terms would expire, if elected. When
used below, positions held with the Company include positions held with the
Company's predecessors and subsidiaries.
YEAR TERM
EXPIRES,
IF
DIRECTOR ELECTED,
NAME AGE PRINCIPAL OCCUPATION SINCE AND CLASS
- ------------------------------------- --- ------------------------- -------- ----------
Craig S. Miller*..................... 46 President, Chief 1985 1999
Operating Officer and Class II
Director of the Company
Robert M. Brown*..................... 48 Treasurer, Senior Vice 1987 1999
President -- Finance, Class II
Chief Financial Officer
and Director of the
Company
Aaron D. Spencer..................... 64 Chairman, Chief Executive 1979 1997
Officer and Director of Class III
the Company
Stephen J. Sweeney................... 66 Former Chairman of the 1991 1997
Board of Boston Edison Class III
Company
S. James Coppersmith................. 62 Former President and 1989 1998
General Manager, WCVB-TV, Class I
Boston, MA
John T. Gerlach...................... 63 Director of the Graduate 1987 1998
Business Program and Class I
Director of the Center
for Policy Issues, Sacred
Heart University
<FN>
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* Nominees for Class II directors.
Mr. Miller has been President and Chief Operating Officer since 1986. From
1984 to 1986, he served as a Vice President and then Executive Vice President of
the Company. Prior to joining the Company, he spent 11 years with the General
Mills Inc. restaurant subsidiary, including four years in various executive
capacities with Casa Gallardo Mexican restaurants and 6 years with the Red
Lobster restaurant chain. Mr. Miller has a total of 28 years of experience in
the restaurant industry.
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Mr. Brown has been Senior Vice President -- Finance since 1988 and has
served as Chief Financial Officer and Treasurer since 1987. From 1987 to 1988,
he served as Vice President -- Finance of the Company. From 1984 to 1987, he
served as vice president, treasurer and chief financial officer of the waste
management subsidiary of Genstar Corporation, and was employed by SCA Services,
Inc. from 1980 to 1984, most recently as assistant controller. He is a certified
public accountant and has worked in accounting and finance since 1969.
Mr. Spencer, the founder and Chief Executive Officer of the Company, has
been Chairman of the Company since 1986 and previously served as the Company's
President until 1986. Mr. Spencer has 30 years of experience in the restaurant
industry and was the founder and owner of the predecessor of the Company which
operated a chain of 24 Kentucky Fried Chicken franchised restaurants at the time
the restaurants were sold.
Mr. Sweeney was chairman of the board of Boston Edison Company from 1986 to
1992. He was chief executive officer of Boston Edison Company from 1984 to 1990
and president of Boston Edison Company from 1983 to 1987. Mr. Sweeney is a
director of the Boston Edison Company, Liberty Mutual Insurance Company, Liberty
Mutual Fire Insurance Company, Liberty Financial Services, the Boston Stock
Exchange Incorporated and Microscript, Inc.
Mr. Coppersmith was president and general manager of WCVB-TV, a division of
The Hearst Corporation, in Boston from 1990 until his retirement in 1994. From
1982 to 1990, Mr. Coppersmith was vice president and general manager of WCVB-TV.
From 1981 to 1982, he served as president of the Television Division of Hubbard
Broadcasting Inc., as general manager of its Tampa/St. Petersburg station, WTOG
television, and as president of F&F Productions, a subsidiary of Hubbard
Broadcasting Inc. From 1977 to 1981, Mr. Coppersmith was vice president and
general manager of WNEW-TV, Metromedia in New York. Mr. Coppersmith has worked
in the television broadcasting field since 1965. He is presently a director of
Waban, Inc. and trustee of a number of investment companies for which Sun
American Asset Management Corp. is the investment adviser. He is also chairman
of the board of trustees of Emerson College and a member of the Board of
Governors of the Boston Stock Exchange Incorporated.
Mr. Gerlach has been the director of the Graduate Business Program of
Sacred Heart University since 1992. He also has been the director of the Center
for Policy Issues of Sacred Heart University since 1990. From 1988 to 1990, he
was an adjunct professor of finance in the Graduate School of Business at Drexel
University. From 1986 to 1988, he was associate director of Bear, Stearns & Co.
From 1985 to 1986, he was a consultant for The Horn & Hardart Co., and from 1982
to 1985, he was the president and chief operating officer of The Horn & Hardart
Co. Prior to that time, he was a vice president of General Mills Inc. He is
presently a director of American Woodmark Corp. and Security American Financial
Enterprises, Inc.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held eight meetings during the fiscal
year ended October 1, 1995. Each current director attended at least 75% of the
aggregate number of all meetings of the Board of Directors and committees of
which he was a member during such fiscal year.
The Board of Directors has an Audit Committee, currently comprised of
Messrs. Coppersmith, Gerlach, Kinney and Sweeney, which met twice during fiscal
year 1995. The functions performed by this Committee include recommending to the
Board of Directors the engagement of the independent auditors, reviewing the
scope of internal controls and the results of internal audit activities, and
reviewing the implementation by management of recommendations made by the
independent auditors.
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The Board of Directors also has a Compensation Committee, currently
comprised of Messrs. Coppersmith, Gerlach, Kinney and Sweeney. The Compensation
Committee met once during fiscal year 1995. The functions of the Compensation
Committee include making recommendations to the Board of Directors concerning
salaries, incentive plans, benefits and overall compensation.
As of the Meeting, Mr. Kinney plans to resign from his positions on the
Audit Committee and the Compensation Committee.
The Board of Directors does not have a nominating committee. Changes in
directors are considered by the whole Board of Directors.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth certain information as of November 30, 1995
concerning the beneficial ownership of Common Stock by each director, each
nominee for director, each named executive officer in the Summary Compensation
Table under "Executive Compensation," below, all executive officers and
directors as a group, and each person known by the Company to be the beneficial
owner of 5% or more of the Company's Common Stock. This information is based
upon information received from or on behalf of the named individuals.
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT
NAME OWNED(1) OF CLASS
------------------------------------------------------------- ------------ --------
Robert M. Brown(2)(3)(4)(5).................................. 52,515 *
S. James Coppersmith(2)...................................... 19,592 *
Alan M. Fox(2)(4)(5)......................................... 54,866 *
William A. Gallucci(2)(4)(5)................................. 40,639 *
John T. Gerlach(2)........................................... 13,494 *
E. Robert Kinney(2)(3)(6).................................... 35,806 *
Craig S. Miller(2)(4)(5)(6).................................. 262,774 2.0
Aaron D. Spencer(2)(4)(7)(8)................................. 1,361,637 10.4
Stephen J. Sweeney(2)........................................ 15,253 *
Uno Associates(8)............................................ 4,192,707 32.3
FMR Corp.(9)................................................. 835,375 6.4
Executive Officers and Directors as a Group (12
Persons)(10)............................................... 6,092,580 45.6
<FN>
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* Represents less than 1%.
(1) Unless otherwise noted, the beneficial owners listed have sole voting and
investment power over the shares listed.
(2) Includes the following shares subject to currently exercisable options: Mr.
Brown -- 35,627; Mr. Coppersmith -- 12,114; Mr. Fox -- 36,759; Mr.
Gallucci -- 34,580; Mr. Gerlach -- 5,410; Mr. Kinney -- 2,346; Mr.
Miller -- 138,750; Mr. Spencer -- 76,250; Mr. Sweeney -- 9,378.
(3) Includes 1,625 shares held by Mr. Brown's spouse and 1,156 shares held by
Mr. Kinney's spouse, respectively.
(4) Includes the following shares held in participant accounts under the
employee stock ownership provision of the Employee Stock Ownership Plan:
Mr. Brown -- 776; Mr. Fox -- 483; Mr. Gallucci -- 402; Mr. Miller -- 1,438;
Mr. Spencer -- 825.
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(5) Includes the following shares held in participant accounts under the 401(k)
savings provision of the Employee Stock Ownership Plan: Mr. Brown -- 112;
Mr. Fox -- 124; Mr. Gallucci -- 112; and Mr. Miller -- 164.
(6) Includes 4,125 shares held by a trust created by Mr. Kinney and 9,375
shares held by a trust created by Mr. Miller.
(7) Includes 176,562 shares held by a charitable foundation of which Mr.
Spencer is a trustee.
(8) Uno Associates is a partnership owned 80% by Mr. Spencer and 10% each by
his two adult children, Lisa S. Cohen and Mark Spencer. Mr. Spencer is
deemed to be the beneficial owner of all of the shares held by Uno
Associates, and as a result is deemed to be the beneficial owner of an
aggregate of 5,554,344 shares, including exercisable stock options (42.6%
of the outstanding shares). The mailing address of Uno Associates and Mr.
Spencer is 100 Charles Park Road, West Roxbury, Massachusetts 02132.
(9) Based on a Schedule 13G filed in February, 1995, FMR Corp. ("FMR") is a
parent holding company of Fidelity Management & Research Company
("Fidelity"), which acts as an investment advisor to several investment
companies. Fidelity is the beneficial owner of 755,000 shares of Common
Stock. Edward C. Johnson 3d ("Johnson"), Chairman of FMR, and FMR through
control of Fidelity, each has sole power to dispose of 755,000 shares of
Common Stock, but neither Johnson nor FMR have sole power to vote or direct
the voting of the shares of Common Stock owned by Fidelity's funds (the
"Funds"), which power resides with the Funds' boards of trustees. Fidelity
Management Trust Company ("Fidelity Trust"), also a wholly-owned subsidiary
of FMR, is the beneficial owner of 80,375 shares of Common Stock as a
result of its serving as investment manager of institutional accounts.
Johnson and FMR, through control of Fidelity Trust, have sole voting and
dispositive power over such 80,375 shares. The address of FMR, Fidelity and
Fidelity Trust is 82 Devonshire Street, Boston, Massachusetts.
(10) Includes all shares beneficially owned by the executive officers and
directors named and as described above, 9,812 shares beneficially owned and
32,813 shares subject to currently exercisable options, held by three
executive officers not specifically named above, and an aggregate of 672
shares held in participant accounts under the 401(k) savings and employee
stock ownership provisions of the Employee Stock Ownership Plan for two
executive officers not specifically named above.
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EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of
each of the Chief Executive Officer and the four most highly-compensated
executive officers of the Company whose annual salary and bonus, if any,
exceeded $100,000 for services in all capacities to the Company during the last
three fiscal years.
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
FISCAL -------------------- ------------ ALL OTHER
NAME AND YEAR SALARY BONUS OPTIONS COMPENSATION
PRINCIPAL POSITION ENDED ($) ($) (#)(1) ($)(2)
- --------------------------------- ------- -------- ------- ------------ ------------
Aaron D. Spencer................. 10/1/95 $240,000 $28,800 17,500 $2,609
Chief Executive Officer, 10/2/94 225,000 81,675 30,000 2,755
Chairman and Director 10/3/93 214,038 45,000 30,000 646
Craig S. Miller.................. 10/1/95 $240,000 $28,800 17,500 $1,382
President, Chief Operating 10/2/94 225,000 81,675 30,000 3,906
Officer and Director 10/3/93 214,038 45,000 30,000 646
Robert M. Brown.................. 10/1/95 $137,500 $15,125 8,500 $1,350
Treasurer, Senior Vice 10/2/94 130,000 42,900 5,000 2,301
President -- Finance, Chief 10/3/93 127,404 22,300 10,000 371
Financial Officer and Director
William A. Gallucci.............. 10/1/95 $135,000 $ 9,450 5,000 $1,250
Senior Vice President -- 10/2/94 130,000 35,750 5,000 2,127
Franchise Development 10/3/93 127,404 17,800 5,000 379
Alan M. Fox...................... 10/1/95 $137,500 $16,500 8,500 $1,405
Senior Vice President -- Purchasing 10/2/94 130,000 35,750 5,000 2,207
President -- Uno Foods Inc. ..... 10/3/93 127,404 29,000 15,000 361
<FN>
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(1) Consisting of options granted under the Uno Restaurant Corporation 1987
Employee Stock Option Plan.
(2) Consisting solely of benefits under the 401(k) savings provision and the
employee stock ownership provision of the Company's Employee Stock Ownership
Plan (the "ESOP"). The ESOP is designed to invest Company contributions in
shares of Common Stock. Such shares are entitled to receive dividends if and
when declared. The Company's contributions to a participant's account are
subject to a vesting schedule providing, in general, for no vesting before
three years of service and 20% vesting for each additional year of service
(100% vesting after seven years of service, although there is an accelerated
six year vesting schedule under certain circumstances). As of October 1,
1995, the number and value of shares allocated to the accounts of the
executive officers listed in the table above were as follows: Mr.
Spencer -- 636 shares ($5,486), Mr. Miller -- 1,602 shares ($13,817), Mr.
Brown -- 888 shares ($7,659), Mr. Gallucci -- 514 shares ($4,433) and Mr.
Fox -- 607 shares ($5,235).
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OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
---------------------------------------------------- STOCK
% OF TOTAL PRICE APPRECIATION
OPTIONS EXERCISE FOR
OPTIONS GRANTED TO OR BASE OPTION TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION --------------------
NAME (#)(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------- ------------ -------- ---------- ------- --------
Aaron D. Spencer............ 17,500 6.3% $8.125 8/16/00 $39,284 $ 86,807
Craig S. Miller............. 17,500 6.3% 8.125 8/16/05 89,421 226,610
Robert M. Brown............. 8,500 3.1% 8.125 8/16/05 43,433 110,068
William A. Gallucci......... 5,000 1.8% 8.125 8/16/05 25,549 64,746
Alan M. Fox................. 8,500 3.1% 8.125 8/16/05 43,433 110,068
<FN>
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(1) The options were granted under the 1987 Employee Stock Option Plan, and are
subject to a vesting schedule pursuant to which, in general, the options
become exercisable at a rate of 20% per year commencing one year after the
date of grant, provided the holder of the option remains employed by the
Company. Options may not be exercised beyond three months after the holder
ceases to be employed by the Company, except in the event of termination by
reason of death or permanent disability, in which event the option may be
exercised for up to one year following termination.
(2) The assumed rates are compounded annually for the full term of the options.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS AT
AT 10/1/95 10/1/95(2)
-------------- ---------------
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
ON EXERCISE VALUE REALIZED UNEXERCISABLE UNEXERCISABLE
NAME (#)(1) ($)(1) (#) ($)
---- --------------- -------------- -------------- ---------------
Aaron D. Spencer............. -- -- 107,500/85,000 $118,375/85,688
Craig S. Miller.............. -- -- 138,750/85,000 118,375/85,688
Robert M. Brown.............. 6,250 $ 37,795 35,627/26,000 104,629/26,188
William A. Gallucci.......... 500 2,764 34,580/18,750 105,680/17,844
Alan M. Fox.................. -- -- 36,759/29,750 75,867/34,531
<FN>
- ---------------
(1) None of the named executive officers, other than Robert M. Brown and William
A. Gallucci, exercised any stock options during the fiscal year ended
October 1, 1995.
(2) Based upon the closing sale price of the Common Stock on September 29, 1995
on the New York Stock Exchange, minus the respective option exercise price.
Change in Control Protection Agreements. The Compensation Committee
determined and the Board of Directors of the Company affirmed that it is in the
best interests of the Company's stockholders, employees and customers to assure
continuity of management of the Company's administration and operations in the
event of a change in control of the Company. Therefore, the Company has entered
into Change in Control Protection Agreements with each of its officers that
provide, in general, for specified severance payments in the event that an
officer of the Company is terminated, other than for cause, within two years of
a change in control.
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A Change in Control will be deemed to have occurred, among other reasons,
if: the beneficial ownership interest of Aaron D. Spencer, Chairman and Chief
Executive Officer of the Company, is reduced to less than 15% of the outstanding
shares of Common Stock; another "person" becomes the beneficial owner of 35% or
more of the Common Stock; a majority of the Board of Directors is replaced
within a period of two years; or a sale of all, or substantially all, of the
Company's assets occurs.
The Change in Control Protection Agreements provide for severance payments
that are, in general, the equivalent of salary and benefits for periods ranging
from between 12 and 24 months. Pursuant to the Change in Control Protection
Agreements, of the executive officers included in the Summary Compensation
Table, Mr. Spencer and Mr. Miller would be entitled to severance payments equal
to 24 months of salary and benefits, and Mr. Brown, Mr. Gallucci and Mr. Fox
would be entitled to severance payments equal to 18 months of salary and
benefits.
See also, "Compensation of Directors -- Indemnification Agreements."
COMPENSATION OF DIRECTORS
Messrs. Coppersmith, Gerlach, Kinney and Sweeney, members of the Board of
Directors who are not employees of the Company, received an annual fee of $7,500
for the fiscal year ended October 1, 1995. In addition, these nonemployee
directors received a fee of $1,000 for each Board of Directors meeting attended
plus $500 for each committee meeting attended during such fiscal year. They were
also reimbursed for expenses incurred in attending such meetings.
Members of the Board of Directors who are not employees of the Company
participate in a retirement plan for nonemployee directors that provides for the
payment annually, upon retirement, of the annual fee then paid to active
nonemployee directors. This annual retirement payment will continue for the same
number of years as the director served as a nonemployee director. Following his
resignation, Mr. Kinney will be entitled to annual retirement payments of $7,500
for a period of eight years.
Indemnification Agreements. The Company has entered into indemnification
agreements with each of its directors and anticipates that it will enter into
similar agreements with any future directors. The Company has also entered into
similar agreements with certain of the Company's officers who are not also
directors. Generally, the indemnification agreements attempt to provide the
maximum protection permitted by Delaware law with respect to indemnification of
directors.
The indemnification agreements provide that the Company will pay certain
amounts incurred by a director or officer in connection with any civil or
criminal action or proceeding and specifically including actions by or in the
name of the Company (derivative suits) where the individual's involvement is by
reason of the fact that he is or was a director or officer. Such amounts
include, to the maximum extent permitted by law, attorney's fees, judgments,
civil or criminal fines, settlement amounts, and other expenses customarily
incurred in connection with legal proceedings. Under the indemnification
agreements, a director or officer will not receive indemnification if he is
found not to have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company.
The 1989 and 1993 Nonqualified Stock Option Plans for Non-employee
Directors. The Company has a 1989 Nonqualified Stock Option Plan for
Non-employee Directors (the "1989 Directors Plan") and a 1993 Nonqualified Stock
Option Plan for Non-employee Directors (the "1993 Directors Plan"). The 1989
Directors Plan and the 1993 Directors Plan are referred to collectively as the
"Directors Plans."
Options may be granted under the Directors Plans only to directors of the
Company who are not also employees of the Company. Currently, the nonemployee
directors of the Company are Messrs. Coppersmith, Gerlach, Kinney and Sweeney.
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Pursuant to the 1989 Directors Plan, each year, immediately following the
Company's Annual Meeting of Stockholders, each then nonemployee director is
granted an option to acquire 1,157 shares of Common Stock. During the fiscal
year ended October 1, 1995, under the 1989 Directors Plan, the Company granted
options to purchase 1,157 shares of Common Stock at an exercise price of $11.80
per share to each of Messrs. Coppersmith, Gerlach, Kinney and Sweeney. In
addition, following the approval by the Company's stockholders at last year's
annual meeting of an amendment to the 1989 Directors Plan, the Company granted
additional options to purchase the following shares based upon years of service
as a director: Mr. Kinney -- 2,625; Mr. Sweeney -- 1,500; Mr.
Coppersmith -- 2,250; and Mr. Gerlach -- 3,000. After the Meeting this year, the
Company will grant options to purchase 1,157 shares of Common Stock to each of
Messrs. Sweeney, Coppersmith and Gerlach. As of November 30, 1995, options to
purchase 28,861 shares of Common Stock (net of options to purchase 782 shares
which had been canceled) had been granted under the 1989 Directors Plan, and
10,202 shares of Common Stock were available for issuance upon exercise of
options not yet granted under the 1989 Directors Plan.
Pursuant to the 1993 Directors Plan, each nonemployee director was granted
an option to acquire 6,250 shares of Common Stock as of the date of adoption of
the 1993 Directors Plan. Subsequent to the date of adoption, an option to
acquire 6,250 shares of Common Stock will be granted to each nonemployee
director immediately following the Company's Annual Meeting of stockholders at
which such nonemployee director is first elected by the stockholders.
During the fiscal year ended October 1, 1995, no options were granted under
the 1993 Directors Plan. As of November 30, 1995, options to purchase 25,000
shares of Common Stock had been granted under the 1993 Directors Plan, and
37,500 shares of Common Stock were available for issuance upon exercise of
options not yet granted under the 1993 Directors Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is comprised of S.
James Coppersmith, John T. Gerlach, E. Robert Kinney and Stephen J. Sweeney. Mr.
Kinney plans to resign from the Compensation Committee as of the Meeting. No
member of the Compensation Committee is a former or current officer or employee
of the Company. However, Mr. Coppersmith is a stockholder in a corporation that
owns a franchised Pizzeria Uno Restaurant in Las Vegas, Nevada. See "Certain
Relationships and Related Transactions." In addition, although Mr. Spencer and
Mr. Miller are not members of the Compensation Committee, they serve as
administrators of and are eligible to participate in the Company's Management
Bonus Plan. Bonuses under the Management Bonus Plan awarded to Mr. Spencer and
Mr. Miller are reviewed and approved by the Compensation Committee. See
"Compensation Committee Report."
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is comprised solely of
nonemployee directors. The Compensation Committee is responsible for developing
and making recommendations to the Company with respect to executive officer
compensation policies addressing such matters as salaries, incentive plans,
benefits and overall compensation. The Compensation Committee determines the
compensation to be paid to the Chief Executive Officer and each of the other
executive officers of the Company.
The objectives of the Compensation Committee in determining the type and
amount of executive officer compensation are to provide a level of base
compensation which allows the Company to attract and retain superior talent. The
Compensation Committee endeavors to align the executive officer's interests with
the success of the Company through the payment of a bonus based upon Company
performance and participation
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in stock option and other stock ownership plans which provide the executive
officer with the opportunity to build a substantial ownership interest in the
Company.
The compensation of an executive officer of the Company includes cash
compensation, consisting of a base salary plus performance bonus, long-term
incentive compensation in the form of stock options and participation in a
401(k) savings and employee stock ownership plan, and participation in various
benefit plans generally available to employees of the Company.
Cash Compensation. Cash compensation consists of a base salary plus an
annual performance bonus under the Management Bonus Plan (the "Bonus Plan"). In
determining base salary, the Compensation Committee reviewed national and
regional compensation information for executives in the restaurant industry
reported in various sources, including the 1994 Chain Restaurant Compensation
Association Survey prepared by Towers, Perrin, Forster & Crosby, Inc. (the
"Towers Perrin Survey"), a multiple regression analysis of compensation
information for the executive positions of 63 companies, representing 98 dining
concepts. The Compensation Committee also considered the individual experience
and performance of each executive officer. The Compensation Committee sets base
salaries at a level which is competitive with similarly situated corporations.
The key management level employees, including executive officers, are
eligible to participate in the Bonus Plan. The Bonus Plan is administered by
Messrs. Spencer and Miller, although bonuses granted to Messrs. Spencer and
Miller are reviewed and approved by the Compensation Committee. The purpose of
the Bonus Plan is to align more closely the interests of the participating
employees with the financial success of the Company and to reward individual
performance contributing to such success. Under the Bonus Plan, each eligible
employee is assigned a percentage bonus factor ranging from 10% to 30%.
Individual employee and Company goals are established each year. At the end of
each year, each participating employee is rated against the employee's
individual and Company goals on a scale of 0 to 1.5. That rating is multiplied
by the employee's percentage bonus factor which in turn is multiplied by the
employee's salary to determine the employee's potential bonus. However, bonuses
are paid to employees only if the Company's earnings performance during the year
exceeds a certain threshold as specified by the Compensation Committee. During
the fiscal year ended October 1, 1995, the Company paid an aggregate of $219,419
in bonuses under the Bonus Plan, including a total of $136,314 to all executive
officers as a group. Of those executive officers named in the table above,
Messrs. Spencer, Miller, Brown, Gallucci and Fox received bonuses of $28,800,
$28,800, $15,125, $9,450, and $16,500, respectively.
The Compensation Committee determined and the Board of Directors of the
Company affirmed that it is in the best interests of the Company's stockholders,
employees and customers to assure continuity of management of the Company's
administration and operations in the event of a change in control of the
Company. Therefore, the Company has entered into Change in Control Protection
Agreements with each of its officers that provide, in general, for specified
severance payments in the event that an officer of the Company is terminated,
other than for cause, within two years of a change in control. See also,
"Executive Compensation -- Change in Control Protection Agreements."
Long-Term Incentive Compensation. The executive officers, as well as all
salaried employees, of the Company are also eligible to participate in the Uno
Restaurant Corporation 1987 Employee Stock Option Plan (the "Employee Stock
Option Plan") and the ESOP.
The purpose of the Employee Stock Option Plan is to provide increased
incentives to salaried employees, to encourage new employees to become
affiliated with the Company and to associate more closely the interests of such
persons with those of the Company. The Employee Stock Option Plan is
administered by the Compensation Committee. The Compensation Committee has the
authority to determine the individuals to
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whom stock options are awarded, the terms upon which option grants shall be made
and the number of shares subject to each option, all subject to the terms and
the conditions of the Employee Stock Option Plan.
For each executive officer, including Mr. Spencer, the Compensation
Committee considered the financial performance of the Company and the individual
performance of each executive officer in determining the number of options to be
granted. During the fiscal year ended October 1, 1995, the Company granted
options to purchase 17,500 shares, 17,500 shares, 8,500 shares, 5,000 shares and
8,500 shares to Mr. Spencer, Mr. Miller, Mr. Brown, Mr. Gallucci and Mr. Fox,
respectively.
The executive officers also participate in the ESOP, which is funded by
Company contributions pursuant to the employee stock ownership provision of the
ESOP, as well as by voluntary contributions by employees and matching
contributions by the Company pursuant to the 401(k) savings provision of the
ESOP. The Company's matching contributions under the 401(k) savings provision
are based upon 25% of the first 2% of compensation, and 10% of the next 4% of
compensation contributed by employees. Employees may contribute up to 15% of
compensation per year, subject to a maximum dollar limit. All Company
contributions to the ESOP are intended to be held in the ESOP in the form of
Common Stock. Employee contributions to the ESOP are invested at the direction
of employees from among five investment funds made available by the ESOP. Each
year the Company's Board of Directors determines the amount, if any, that the
Company will contribute pursuant to the employee stock ownership provision and
the 401(k) savings provision of the ESOP for that plan year. As a result of the
Company's financial performance for the fiscal year ended October 1, 1995, the
Company contributed $75,000 pursuant to the employee stock ownership provision
of the ESOP. The Company also contributed $77,519 pursuant to the 401(k) savings
provision of the ESOP during the fiscal year ended October 1, 1995.
Contributions pursuant to the employee stock ownership provision of the ESOP,
plus any forfeitures arising from the termination of employees whose accounts
were not fully vested, will be allocated among those participants who (i)
completed a year of service that year and are employed on the last day of the
year or (ii) retired, died or became disabled that year. Allocations are made
pro rata on the basis of annual compensation, excluding compensation in excess
of $150,000 and compensation received before joining the ESOP.
The ESOP is designed to invest in shares of the Company's Common Stock.
Participants are entitled to direct the voting of all such shares allocated to
their accounts. Benefits will normally be distributed in a lump sum consisting
of shares of Common Stock, plus cash representing any fractional shares.
Participants receive their benefits when they retire, become disabled, die or
terminate service. If participants terminate employment for reasons other than
death, disability or retirement, they are entitled to receive only the vested
portion of their accrued benefit.
The assets of the employee stock ownership provision of the ESOP were most
recently allocated to the accounts of all employees, including executive
officers, as of September 30, 1995. At that time, $8,633, $6,051, $4,010, $3,896
and $3,898 had been allocated to the accounts of Mr. Spencer, Mr. Miller, Mr.
Brown, Mr. Gallucci and Mr. Fox, respectively.
The stock ownership afforded under the Employee Stock Option Plan and the
ESOP allows executive officers to acquire a significant, long-term stock
ownership position in the Company which serves to align the executives'
interests with stockholders' interests.
Other Compensation. The Company provides certain other benefits, such as
health insurance, to the executive officers that are generally available to
Company employees. In addition, officers of the Company (including the named
executive officers) are eligible to participate in a deferred compensation plan,
to receive supplemental health insurance coverage and an automobile allowance.
For the fiscal year ended October 1, 1995, the amount of additional benefits to
each of the named executive officers of the Company did not exceed 10% of the
total of annual salary and bonus for each named executive officer.
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Chief Executive Officer Compensation. The base salary for Mr. Spencer,
Chief Executive Officer, for the fiscal year ended October 1, 1995 was $240,000,
compared to $225,000 for the fiscal year ended October 2, 1994 and $214,038 for
the fiscal year ended October 3, 1993. Mr. Spencer's salary was determined based
upon a review of compensation data from several surveys, data from selected peer
companies and a review of Mr. Spencer's past and expected future contributions
to the Company. Based on the Towers Perrin Survey referred to above, Mr.
Spencer's total cash compensation is in the middle range of executives of those
restaurant companies which were the subject of the survey.
As a result of the Company's improved financial performance, Mr. Spencer
received a bonus of $28,800 under the Bonus Plan for the fiscal year ended
October 1, 1995. As noted above, during the fiscal year ended October 1, 1995,
Mr. Spencer was granted options to purchase 17,500 shares of Common Stock of the
Company.
Compensation Committee
E. Robert Kinney, Chairman
John T. Gerlach
S. James Coppersmith
Stephen J. Sweeney
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PERFORMANCE GRAPH
The following graph compares the yearly change in the Company's cumulative
total shareholder return with the cumulative total return on the Standard &
Poor's 500 Stock Index and the Standard & Poor's Restaurant Index for fiscal
years ended September 29, 1991, September 27, 1992, October 3, 1993, October 2,
1994 and October 1, 1995, based upon the market price of the Common Stock.
Measurement Period UNO Restaurant S & P
(Fiscal Year Covered) Corporation S & P 500 Restaurants
9/90 100 100 100
9/91 120 131 137
9/92 65 148 174
9/93 93 165 205
9/94 134 171 204
9/95 108 221 292
The Performance Graph assumes the investment of $100 on October 1, 1990 in
the Company's Common Stock, the Standard & Poor's 500 Stock Index and the
Standard & Poor's Restaurant Index, and the reinvestment of any and all
dividends.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Leases. The Company's executive offices are located in two adjacent
buildings in West Roxbury, Massachusetts. The first, a three-story building
owned by Aaron D. Spencer, Chairman and Chief Executive Officer of the Company,
is leased to the Company pursuant to a five-year lease, commencing on March 30,
1987, with options to renew for two additional five-year terms. Rent during the
initial term of the lease was $30,000 per year. During the option periods, rent
will be equal to fair market value rent, but may not be less than the rent under
the lease during the immediately preceding term. The value of any leasehold
improvements made by the Company will not be considered in determining fair
market value rent. The Company has added a third floor to the building. The
Company exercised the first five-year option with rent of $36,000 per year. The
Company is responsible for all taxes, utilities, insurance, maintenance and
repairs. The second, a two-story building owned by Mr. Spencer's children, is
also leased to the Company pursuant to a 15 year lease commencing on February 1,
1990, with options to renew for three additional five-year periods. Rent during
the initial five-year period of the lease is $106,800 per year, increasing to
$128,160 per year for the next five years, and to $153,792 per year for the
final five years of the initial term of the lease. The Company is responsible
for all taxes, utilities, insurance, maintenance and repairs. Rent during any
option term will be 120% of the rent for the prior term of the lease. Management
believes that the terms of the leases for the two offices are as favorable as
otherwise available in the real estate market. With the two buildings, the
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executive offices currently consist of approximately 25,000 square feet and
house the Company's executive, administrative and clerical offices.
One of the Company-owned restaurants in Boston, Massachusetts is located on
the first floor of a six-story office building owned by Mr. Spencer. Mr. Spencer
has leased the entire building to the Company pursuant to a five-year lease,
ending on March 29, 1997, at a rent of $162,000 per year. The rent will be
increased by 12% of the cost of any improvements to the building made by Mr.
Spencer. The Company is responsible for all taxes, utilities, insurance,
maintenance and repairs. The lease may be terminated by either the Company or
Mr. Spencer upon six months prior notice. If Mr. Spencer or the Company
terminates the lease, a new lease between the Company and Mr. Spencer relating
only to the restaurant space of the building will become effective immediately.
The new lease will have a five-year term with two five-year renewal options.
Rent under the new lease will be 6.5% of total restaurant revenues but with a
minimum rent, determined by independent appraisal, equal to the fair market
value rent at the time the new lease becomes effective. The Company currently
sublets all but the restaurant space at rents which aggregate more than the
$162,000 annual rent that it is obligated to pay Mr. Spencer. Management
believes that the terms of both the existing lease and the new lease which will
become effective upon termination of the existing lease are as favorable as
those otherwise available in the real estate market.
Other Matters. A corporation, wholly-owned by Craig S. Miller ("Mr.
Miller"), President and Chief Operating Officer of the Company, and his brother,
owns two franchised Pizzeria Uno restaurants in San Diego, California and a
third franchised unit in Los Angeles, California under the Company's standard
unit franchise agreements. Mr. Miller's brother franchised a fourth Pizzeria Uno
restaurant in 1995 through a separate corporation in which Mr. Miller does not
hold an ownership interest. The restaurants are being operated by Mr. Miller's
brother and Mr. Miller is not involved in the daily operations of the
restaurants. The Board of Directors has determined that the franchise agreements
are as favorable as otherwise available from nonaffiliated franchisees. As a
result of the earthquake in the Los Angeles area in 1994, the franchised
restaurant in Los Angeles operated at below its break-even level until July,
1995 because the mall in which the restaurant is located was damaged severely.
The restaurant was closed for several weeks after the earthquake before it
reopened. The mall, however, did not reopen until July, 1995. Consistent with
Company practice, the Company waived the required minimum royalty for the months
of January, February and March 1994. From April, 1994 until November, 1994, the
Company accepted the required minimum royalty of $1,000 per month. From
December, 1994 until the mall reopened in July, 1995, the franchisee paid
royalties equal to two percent (2%) of sales. This royalty rate was equal to
one-half the royalty rate stated in the unit franchise agreement. The franchisee
resumed a normal royalty payment rate in July, 1995. From January, 1994 through
June, 1995, the Company waived an aggregate of $38,000 in royalties.
Nevada Pizza Company Inc. owns a franchised Pizzeria Uno restaurant in Las
Vegas, Nevada under the Company's standard unit franchise agreement. S. James
Coppersmith, a director of the Company, owns one-third of the outstanding
capital stock of Nevada Pizza Company Inc. Mr. Coppersmith is one of three
individual guarantors of the standard unit franchise agreement. Mr. Coppersmith
is not involved in the daily operations of Nevada Pizza Company Inc. The Board
of Directors has determined that the unit franchise agreement is as favorable as
otherwise available from nonaffiliated franchisees.
On January 23, 1996, the Company loaned Mr. Miller the principal sum of
$150,000 pursuant to a promissory note (the "Note"). The Note bears interest at
the rate of 7.3% per year payable in arrears on a quarterly basis commencing
March 31, 1996. The principal amount of the Note together with any and all
accrued interest is due no later than March 31, 1997 unless accelerated upon the
occurrence of certain events. The Note is secured by all of Mr. Miller's real
and personal property.
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Mr. Spencer owns 50% of the outstanding Common Stock of a corporation which
opened an Uno Pizza Takery unit in 1993. Mr. Spencer acquired the stock for a
purchase price of $50,000 and guaranteed up to $150,000 of financing for the
corporation. The Uno Pizza Takery unit is not currently charged royalties, since
it is being operated as a test concept, and is currently operating below its
break-even level. Mr. Spencer also owns 16% of the outstanding common stock of a
corporation, which owns two franchised Pizzeria Uno restaurants under the
Company's standard unit franchise agreements. Mr. Spencer purchased his interest
in this corporation for $100,000.
OTHER MATTERS
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at the
Meeting will be tabulated by an inspector of elections appointed by the Company.
The two nominees for director of the Company who receive the greatest number of
votes cast by stockholders present in person or represented by proxy at the
Meeting and entitled to vote thereon will be elected directors of the Company.
Abstentions will have no effect on the outcome of the vote for the election
of directors. Shares of Common Stock held of record by brokers who do not return
a signed and dated proxy will not be considered present at the Meeting, will not
be counted towards a quorum and will not be voted in the election of directors.
INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the independent
auditors to audit the Company's consolidated financial statements for the fiscal
year ending September 29, 1996. Such firm and its predecessor have served
continuously in that capacity since 1979.
A representative of Ernst & Young LLP will be at the Meeting and will be
given an opportunity to make a statement, if so desired. The representative will
be available to respond to appropriate questions.
REPORTING UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who own more than
10% of the Company's Common Stock, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and
the New York Stock Exchange. Executive officers, directors and greater than 10%
stockholders are required to furnish the Company with copies of all Forms 3, 4
and 5 they file.
Based solely on the Company's review of the copies of such Forms it has
received and written representations from certain reporting persons that they
were not required to file Forms 5 for specified fiscal years, the Company
believes that all of its executive officers, directors and greater than 10%
stockholders complied with all Section 16(a) filing requirements applicable to
them during the Company's fiscal year ended October 1, 1995 except as follows:
The executive officers and directors listed in the table below filed a Form
5 on November 16, 1995, reporting, as indicated in the table, one or more of (i)
the allocation of shares of Common Stock as of September 30, 1995 under the
Company's Employee Stock Ownership Plan (the "ESOP") to such participant's
account, (ii) the grant of stock options under the 1987 Employee Stock Option
Plan, and
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(iii) the grant of stock options under the 1989 and 1993 Nonqualified Stock
Option Plans for Nonemployee Directors.
ESOP EMPLOYEE STOCK DIRECTOR STOCK
NAME ALLOC OPTION GRANT OPTION GRANT
---- ---- -------------- --------------
Robert M. Brown................................. 251 8,500
S. James Coppersmith............................ 3,407
Alan M. Fox..................................... 204 8,500
William A. Gallucci............................. 176 5,000
Thomas W. Gathers............................... 130 6,500
Eugene Lee...................................... 138 8,500
Damon Liever.................................... 114 8,500
Craig S. Miller................................. 104 17,500
Aaron D. Spencer................................ 189 17,500
OTHER PROPOSED ACTION
The Board of Directors knows of no matters which may come before the
Meeting other than the election of directors. However, if any other matters
should properly be presented to the Meeting, the persons named as proxies shall
have discretionary authority to vote the shares represented by the accompanying
proxy in accordance with their own judgment.
STOCKHOLDER PROPOSALS
Proposals which stockholders intend to present at the Company's 1997 Annual
Meeting of Stockholders and wish to have included in the Company's proxy
materials must be received by the Company no later than October 3, 1996.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled "Compensation Committee Report" and
"Performance Graph" shall not be deemed to be so incorporated, unless
specifically otherwise provided in any such filing.
ANNUAL REPORT ON FORM 10-K
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED OCTOBER 1, 1995 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE
AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST ADDRESSED TO
INVESTOR RELATIONS, UNO RESTAURANT CORPORATION AT 100 CHARLES PARK ROAD, WEST
ROXBURY, MASSACHUSETTS 02132.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
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PROXY UNO RESTAURANT CORPORATION PROXY
The undersigned hereby appoints Aaron D. Spencer and Craig S. Miller, and
each of them, acting singly, with full power of substitution, attorneys and
proxies to represent the undersigned at the Annual Meeting of Stockholders of
Uno Restaurant Corporation, to be held on February 27, 1996, and at any
adjournment or adjournments thereof, with all power which the undersigned would
possess if personally present, and to vote all shares of stock which the
undersigned may be entitled to vote at said meeting upon the matters set forth
in the Notice of Meeting in accordance with the instructions on the reverse
side and with discretionary authority upon such other matters as may come
before the meeting. All previous proxies are hereby revoked.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL
BE VOTED FOR THE NOMINEES AS DIRECTORS.
NEW ADDRESS:
__________________________________
__________________________________
__________________________________
__________________________________
Continued, and to be signed, on reverse side
(Please fill in the reverse side and mail in the enclosed envelope.)
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FOLD AND DETACH HERE
20
PLEASE MARK /X/
YOUR VOTES AS
INDICATED IN
THIS EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES AS DIRECTORS.
TO ELECT CRAIG S. MILLER AND ROBERT M. BROWN AS CLASS II DIRECTORS OF THE
COMPANY.
FOR WITHHOLD AUTHORITY TO VOTE FOR
CRAIG S. MILLER AND ROBERT M. BROWN
AS CLASS II DIRECTORS.
/ / / /
CHECK HERE IF YOU PLAN CHECK HERE FOR ADDRESS CHANGE
TO ATTEND THE MEETING AND NOTE ON REVERSE SIDE
/ / / /
(Signatures should be the same as the name
printed hereon. Executors, administrators,
trustees, guardians, attorneys, and officers
of corporation should add their titles when
signing.)
Signature __________________________________
Signature __________________________________
Date _______________________________________
Date _______________________________________
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FOLD AND DETACH HERE