-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dsy6u30b4l1KTmXc9BC+QDioJ9h3bZESfqBtiE4tMAvQOW2xrKG7tUjYOC19gybF AvrSgHbHClNqYxuINKqKPg== 0000893838-99-000019.txt : 19990211 0000893838-99-000019.hdr.sgml : 19990211 ACCESSION NUMBER: 0000893838-99-000019 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIQUE CASUAL RESTAURANTS INC CENTRAL INDEX KEY: 0001040328 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 043370491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: SEC FILE NUMBER: 000-22639 FILM NUMBER: 99527437 BUSINESS ADDRESS: STREET 1: ONE CORPORATE PLACE STREET 2: 55 FERNCROFT RD CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787746606 MAIL ADDRESS: STREET 1: ONE CORPORATE PLACE STREET 2: 55 FERNCROFT RD CITY: DANVERS STATE: MA ZIP: 01923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATTICUS PARTNERS L P CENTRAL INDEX KEY: 0001069289 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133861244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: 590 MADISON AVE 34ND FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128298100 MAIL ADDRESS: STREET 1: 590 MADISON AVE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 PRRN14A 1 PRELIMINARY PROXY STATEMENT (2ND) PRELIMINARY COPY SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [x] Preliminary Proxy Statement [ ] Confidential, for Use of the [ ] Definitive Proxy Statement Commission Only (as permitted by [ ] Definitive Additional Materials Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12 UNIQUE CASUAL RESTAURANTS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ATTICUS PARTNERS, L.P. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: N/A - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: N/A - -------------------------------------------------------------------------------- 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): N/A - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: N/A - -------------------------------------------------------------------------------- 5) Total Fee paid: N/A [ ] 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: N/A - ------------------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: N/A - ------------------------------------------------------------------------ 3) Filing Party: N/A - ------------------------------------------------------------------------ 4) Date Filed: N/A - ------------------------------------------------------------------------ [Atticus Partners, L.P. Letterhead] February ___, 1999 Dear Stockholder: We are pleased to enclose for your consideration Atticus Partners, L.P.'s proxy materials and BLUE proxy card relating to the annual meeting of stockholders of Unique Casual Restaurants, Inc. scheduled for March 17, 1999. We believe that Unique is no longer attractive as an independent public company and that the best way to maximize stockholder value is to pursue an immediate sale of the Company. As you may know, the Company recently hired an investment bank to help it evaluate strategic alternatives, including a possible sale of the Company. We fully support this action, but we believe that a sale of the Company is the only alternative for maximizing stockholder value. Furthermore, discussions with the Company's management have left us unconvinced that management is committed to selling the Company. It is our belief that management is considering plans to expand the business, remaining an independent company over the long term. In our opinion, such plans cannot be effectively implemented by the current management team led by Donald C. Moore. If the Company's current evaluation process does not result in a sale of the Company, we believe that the next step should be the introduction of a new management team with specific expertise in the management of public companies with a view toward turning them into more attractive acquisition candidates. We are asking for your support for the election of the candidates nominated by Atticus Partners to the Unique Board of Directors. If elected, our directors will diligently pursue a sale of the company with a view toward maximizing stockholder value. We need your support, and your vote is very important, no matter how many shares you own. We urge you to voice your opinion by voting "FOR" the nominees of Atticus Partners. Please take a moment to vote your BLUE proxy card today. If you have questions about voting your shares, please call Georgeson & Company Inc. toll free at (800) 223-2064. Sincerely, Timothy R. Barakett Managing Member of Atticus Holdings, L.L.C., the general partner Solicitation of Proxies In Connection with the Annual Meeting of Stockholders of Unique Casual Restaurants, Inc. ------------------------------------ ATTICUS PARTNERS, L.P. 590 Madison Avenue, 32nd Floor New York, New York 10022 (212) 829-8100 This Proxy Statement and the enclosed BLUE proxy card are being furnished to the holders of common stock, par value $0.01 per share ("Common Stock"), of Unique Casual Restaurants, Inc., a Delaware corporation ("UCR" or the "Company"), in connection with the solicitation of proxies by Atticus Partners, L.P. ("Atticus Partners") to be used at the upcoming Annual Meeting of Stockholders of the Company (the "Annual Meeting"), and at any and all adjournments of such meeting. On February 8, 1999, UCR filed a definitive proxy statement relating to the Annual Meeting (the "UCR Proxy Statement") from the Board of Directors of the Company (the "UCR Board"). The Annual Meeting will be held on March 17, 1999 at 10:00 a.m. local time at the Tara Hotel, 50 Ferncroft Road, Danvers, Massachusetts. This Proxy Statement and the accompanying BLUE proxy card are first being sent to stockholders of UCR on or about February ___, 1999. The principal executive office of the Company is located at One Corporate Place, 55 Ferncroft Road, Danvers, Massachusetts 01923. At the Annual Meeting, two directors of UCR will be elected. Atticus Partners is soliciting your proxy in support of the election of the two nominees named below (the "Atticus Nominees") as directors of UCR. REASONS FOR THE SOLICITATION We believe that the UCR Board's decision earlier this year to sell the Company's Fuddruckers, Inc. ("Fuddruckers") unit was the first step to unlock the hidden value of the Company for its stockholders. It is our view that the sale of UCR is the next logical step in the process of maximizing the value of UCR for its stockholders. The UCR Board, in exercising its fiduciary duties to the stockholders, should pursue this type of transaction rather than spend substantial amounts of capital, including the proceeds from the sale of Fuddruckers, in an attempt to grow its business. We realize that UCR's Board and management are currently exploring strategic alternatives for the Company, including a possible sale of the Company. While the UCR Board's willingness to explore a sale of the Company is certainly a step in the right direction, we firmly believe that such a sale is the only option for the UCR Board to maximize stockholder value. We also believe that the Atticus Nominees would be the most effective advocates for the maximization of stockholder value. According to the UCR Proxy Statement, all directors and executive officers of the Company in the aggregate own approximately 2.1% of the Company's common stock. It is our opinion that, when compared to the aggregate position of Atticus Partners and its affiliates, representing approximately 16.44% of the Company's common stock, it is clear that our interests are most closely aligned with those of other stockholders. It is also our belief, after meeting with the Company's representatives, that the Chief Executive Officer of the Company, Donald C. Moore, who currently owns only 617 shares of the Company's Common Stock, is not committed to consummating a sale of the Company. Our discussions with the Company led us to the conclusion that Mr. Moore is considering and even favoring options other than a sale of the Company, including the possible use of the proceeds of the recent sale of the Company's Fuddruckers subsidiary to fund the expansion of the Champps business by adding a number of new stores over the next three years. We believe that such a plan, if implemented by the current management team led by Mr. Moore, would be devastating to the pursuit of maximizing stockholder value, and the Atticus Nominees, if elected, will strongly oppose any such plan. As directors, the Atticus Nominees would attempt to persuade the other directors that the only path to maximizing stockholder value is through a sale of the Company. The Atticus Nominees seek to be the voice of the stockholders on the UCR Board to ensure that the Company remains on the track towards an immediate sale and does not digress onto what we believe is a higher-risk path of attempting to grow the Champps business as a stand-alone company. At the current time, Atticus Partners has no specific plans for selling the Company and has not identified or contacted any potential buyers of the Company. Atticus Partners has not reached any agreements, arrangements or understandings with current UCR directors regarding their cooperation to sell the Company. If UCR's current process to find a buyer does not result in a sale of the Company, we believe, and our nominees will propose, that the next step should be the introduction of a new management team with specific expertise in the management of public companies with a view toward turning them into more attractive acquisition candidates. While there can be no assurances that the value of the consideration stockholders would receive in a sale of the Company would be greater than the value that stockholders could realize if the Company remains independent, we believe that the sale of UCR will allow the Company to realize greater value for its stockholders than is likely to be realized by the continuation of the Company as an independent public company. As the UCR Board has learned from previous experience, a well-capitalized buyer that can realize meaningful synergies in an acquisition will pay the Company today for the growth that may take years, if ever, for the Company to achieve as an independent company. We feel that the risks present in attempts to seek such growth as an independent company are particularly high for UCR because it must make significant capital expenditures to continue to grow a "big-box" concept such as Champps Americana, Inc. ("Champps"). We do not believe that the risk/return tradeoff of internally growing Champps is favorable when compared to the value that could be derived in an immediate sale. Champps was purchased in February of 1996 for $50 million, and the asset has grown significantly since that time. A strategic buyer would likely value Champps not only for the substantial synergies it could realize but also for the faster, more profitable growth potential of Champps compared to similar businesses. The meaningful operational synergies could include (i) overhead cost reductions, (ii) purchasing cost savings, (iii) much lower cost of and much better access to capital, (iv) more favorable equipment leases and rents and (v) lower development costs (reducing execution risk) achieved by more experienced real estate development teams at the acquirer. PLEASE SUPPORT OUR EFFORTS TO MAXIMIZE STOCKHOLDER VALUE. YOU ARE URGED TO VOTE FOR THE ATTICUS NOMINEES BY PROMPTLY SIGNING, DATING AND MAILING THE BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING; THEREFORE, DO NOT SIGN ANY PROXY THAT THE UCR BOARD MAY DELIVER TO YOU. If you have any questions concerning this Proxy Statement or need assistance in voting your UCR Common Stock, feel free to call our proxy solicitor, Georgeson & Company Inc., toll free at (800) 223-2064. BACKGROUND AND RECENT EVENTS On November 7, 1997, Atticus Capital, L.L.C. (formerly Atticus Capital Inc.), an affiliate of Atticus Partners ("Atticus Capital"), sent a letter to the UCR Board commending the UCR Board for its decision to create stockholder value through a sale of the Company's foodservice business. The letter noted that significant "hidden value" remained in the Company that, under the then current corporate structure, was unlikely to be recognized in the marketplace without further action. Atticus Capital recommended that the UCR Board should consider a sale of the entire Company or separate sales of the Champps subsidiary and the Fuddruckers subsidiary. Atticus Capital followed that letter with a second letter to the UCR Board on December 5, 1997. This letter informed the UCR Board that Atticus Capital had concluded from conversations with a limited number of other UCR stockholders that UCR, in its then current form and with its then current management team, would not be able to effectively implement the Company's strategic plan and that the asset value that could be realized in a sale of both Champps and Fuddruckers would substantially exceed the value given by the marketplace to the Company. Atticus Capital recommended that the UCR Board establish a committee of its independent directors to study the possibility of a sale of Champps and Fuddruckers. Effective January 30, 1998, the UCR Board adopted a Shareholder Rights Agreement, a poison pill designed to deter a takeover of the Company (the "Poison Pill"). The Poison Pill is triggered when any person (an "Acquiring Person") becomes the beneficial owner of 15% or more of the Company's outstanding Common Stock and allows all stockholders other than the Acquiring Person to purchase discounted shares of the Company's capital stock to dilute the Acquiring Person and make a takeover of the Company prohibitively expensive. The Poison Pill grandfathered any person who beneficially owned more than 15% of the Company's Common Stock on the adoption date, but provided that the Poison Pill would be triggered if such person acquired an additional 1% of the Company's Common Stock. On the date the Poison Pill became effective, Atticus Partners and its affiliates beneficially owned 1,862,406 shares of Common Stock, representing approximately 15.46% of the Company's Common Stock at such time. As of the date of this Proxy Statement, Atticus Partners and its affiliates beneficially owned 1,908,506 shares of Common Stock, representing approximately 16.44% of the Company's Common Stock. Effective July 24, 1998, William H. Baumhauer resigned as the Company's Chairman, President and Chief Executive Officer to pursue other opportunities. The Board elected Donald C. Moore, the Company's Chief Financial Officer, to become acting Chief Executive Officer and director E. L. Cox to serve as Chairman. On August 3, 1998, the Company announced that it had entered into a definitive agreement to sell its Fuddruckers subsidiary for $43 million. This sale was consummated on November 24, 1998. On September 21, 1998, Atticus Partners sent a notice to the UCR Board that it intended to nominate the Atticus Nominees for election to the UCR Board. On September 24, 1998, the Company announced that it had hired the investment bank of Bear, Stearns & Co., Inc. ("Bear Stearns") to consider strategic alternatives, including a possible sale of the Company. On November 13, 1998, Atticus Partners filed preliminary proxy materials with the Securities and Exchange Commission to solicit proxies from the Company's stockholders. On December 9, 1998, Atticus Partners received a letter from Donald C. Moore, the Chief Executive Officer of the Company, relating to the filing by Atticus Partners of a preliminary proxy statement nominating persons for election as directors of the Company and proposing an advisory resolution recommending that the Board pursue a sale of the Company. Atticus Partners has filed a copy of this letter as an exhibit to Amendment No. 7 to Schedule 13D filed by Timothy R. Barakett on February 8, 1999. On January 5, 1999, Atticus Partners entered into an agreement with the Company pursuant to which the Company agreed to meet with Atticus Partners to discuss the Company's ongoing efforts to maximize stockholder value, including a possible sale, and to make certain information regarding such efforts available to Atticus Partners, including detailed information regarding the sale process from the Company's financial advisor, Bear Stearns. In return, Atticus Partners agreed not to file in the Delaware courts before February 1, 1999 a motion to compel the Company to schedule the Annual Meeting. Additionally, the parties agreed that if, prior to January 31, 1999, the Company sets a date of March 1, 1999 or earlier for the Annual Meeting, Atticus Partners has agreed not to file a motion to compel the Company to hold the Annual Meeting prior to March 1, 1999. On January 6, 1999, Atticus Partners met with members of the Company's management and representatives of Bear Stearns to review the ongoing evaluation of strategic alternatives, including the process of attempting to find a buyer for the Company. On January 27, 1999, Atticus Partners met with the Company to review the progress of the evaluation of strategic alternatives. On February 4, 1999, the Company announced that it would hold the Annual Meeting on March 17, 1999. On February 8, 1999, the Company issued a press release announcing that it had begun mailing its proxy materials for the Annual Meeting to stockholders. The press release also made unwarranted assertions regarding the motivations of Atticus Partners. We will respond to those assertions in a letter that will be sent shortly. The closing price for the Company's Common Stock on February 4, 1999 was $4.56 per share. YOU HAVE A SAY IN THE FUTURE OF YOUR INVESTMENT EXERCISE THAT RIGHT AND VOTE FOR THE ATTICUS NOMINEES AND FOR THE ATTICUS RESOLUTION. PROPOSAL TO BE CONSIDERED AT THE 1998 ANNUAL MEETING ITEM 1 ELECTION OF DIRECTORS Atticus Partners believes that the way to maximize value for the stockholders of UCR is to sell the Company. With the sale of the foodservice business and the Fuddruckers subsidiary and the engagement of the investment bank of Bear Stearns to help the Company evaluate strategic alternatives, including a possible sale of the Company, the Company is headed in the right direction. The Atticus Nominees, if elected to the UCR Board, will seek to keep the Company on this track and will attempt to persuade the UCR Board to consummate a sale of the Company as soon as practicable. If the Company's current process involving the exploration of strategic alternatives does not result in a sale of the Company, the Atticus Nominees will favor the introduction of a new management team that has specific expertise in managing public companies with a view toward turning them into more attractive acquisition candidates. According to public information, the UCR Board is divided into three classes and currently consists of five directors. Atticus Partners believes that only two of the five directors are "independent directors." Under the Nasdaq National Market rules, an "independent director" is one who is not an officer or employee of the company or its subsidiaries and who does not otherwise have a relationship that, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Donald C. Moore is not independent because he is an officer of the Company. Messrs. Joseph W. O'Donnell and Alan D. Schwartz are each members of firms that have received significant fees from the Company and should not be considered independent. The terms of two directors will expire and two directors will be elected at the Annual Meeting. If the Atticus Nominees are elected, the Atticus Nominees will constitute two of the five members of the UCR Board and two of three independent directors, one of the former independent directors having been replaced by an Atticus Nominee. The Atticus Nominees are listed below and have furnished the following information concerning their principal occupations or employment and certain other matters. Each Atticus Nominee, if elected, would hold office until the 2001 Annual Meeting of Stockholders of the Company and until a successor has been elected and qualified or until his earlier death, resignation or removal.
Atticus Nominees for Directors Name, Age and Principal Principal Occupation and Business Experience During Last Business Address Five Years; Current Directorships - --------------------------------- ----------------------------------------------------------- Timothy R. Barakett (33)...................... Mr. Barakett has been the President and Managing Member of Atticus Capital, L.L.C. Atticus Capital, L.L.C., a private investment management 590 Madison Avenue company and an affiliate of Atticus Partners, since 32nd Floor October 1995. From June 1993 until March 1995, Mr. New York, New York 10022 Barakett was a Managing Director at Junction Advisors Inc., a private investment management company. James S. Goodwin (42)......................... Mr. Goodwin has been a private investor since March 1998. 39 East 79th Street From 1990 until February 1998, Mr. Goodwin was a Managing New York, NY 10021 Director at Gleacher NatWest, Inc., an investment banking company.
Based upon currently available public information, the election of the Atticus Nominees as directors of UCR requires a plurality of the votes cast by the holders of shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors, assuming a quorum is present at the Annual Meeting. Thus, assuming a quorum is present, the two persons receiving the greatest number of votes will be elected to serve as directors until the 2001 Annual Meeting of shareholders of the Company. Votes that are withheld in the election of directors and broker non-votes will have no effect on the election. Atticus Partners expects that the Atticus Nominees will receive from the Company the same fees as are currently paid to the Company's directors, which Atticus Partners believes to be a quarterly retainer of $3,000 and $1,000 per meeting attended, plus travel expenses. In addition, in consideration of the time and effort involved in serving as an Atticus Nominee, Atticus Capital has agreed to pay Mr. Goodwin an amount equal to five percent (5%) of the proceeds above $4.875 per share realized upon the sale or other disposition of shares of Common Stock beneficially owned by Atticus Partners and two of its affiliates, Atticus Qualified Partners, L.P. and Atticus International Ltd. The price of $4.875 per share represents the closing price of the Company's Common Stock on September 17, 1998, the date immediately preceding the date of the agreement between Atticus Capital and Mr. Goodwin. Mr. Barakett will receive no additional consideration from any person, including Atticus Capital and Atticus Partners, for serving as an Atticus Nominee. Atticus Partners has agreed to indemnify each of the Atticus Nominees against any and all losses, claims, damages, judgments, liabilities and expenses of any kind which may be incurred arising out of or relating to his service as a Atticus Nominee. Except as set forth above, there are no arrangements or understandings between the Atticus Nominees and any other person pursuant to which the Atticus Nominees were selected as nominees. Although Atticus Partners has no reason to believe that any of the Atticus Nominees will be unable to serve as directors, if any one or more of the Atticus Nominees is not available for election, the persons named on the BLUE proxy card, to the extent permitted by law, will vote the proxies provided to it for such other persons as may be nominated by Atticus Partners. Atticus Partners believes that it is in the best interest of UCR stockholders to elect the Atticus Nominees at the Annual Meeting. The Atticus Nominees are committed to maximizing the value of the Company to its stockholders through a sale of the Company at the soonest practicable time. Moreover, the significant ownership position in the Company's Common Stock held by Atticus Partners and its affiliates assures that the Atticus Nominees have the motivation to achieve our stated goals. The accompanying BLUE proxy card will be voted at the Annual Meeting in accordance with your instructions on such card. You may vote FOR the election of the Atticus Nominees as directors of UCR or withhold authority to vote for the election of the Atticus Nominees by marking the proper box on the BLUE proxy card. You may also withhold your vote from any of the Atticus Nominees by writing the name of such nominee in the space provided on the BLUE proxy card. If no marking is made, you will be deemed to have given a direction to vote the shares of Common Stock represented by the BLUE proxy card FOR the election of all of the Atticus Nominees provided that you have signed and dated the proxy card. ATTICUS PARTNERS STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE ATTICUS NOMINEES. CERTAIN INFORMATION CONCERNING ATTICUS PARTNERS AND OTHER PARTICIPANTS IN THE SOLICITATION Atticus Partners is primarily engaged in investment management. The principal business address of Atticus Partners is 590 Madison Avenue, 32nd Floor, New York, New York 10022, and the telephone number there is (212) 829-8100. As of the date of this Proxy Statement, Atticus Partners beneficially owned 419,050 shares of Common Stock, representing approximately 3.61% of the outstanding shares of Common Stock, and affiliates of Atticus Partners beneficially owned 1,490,456 shares of Common Stock, representing approximately 12.84% of the outstanding shares of Common Stock. Information with respect to all purchases and sales of the Common Stock of the Company by Atticus Partners and its affiliates and by the Atticus Nominees during the past two years is set forth in Schedule I to this Proxy Statement. Except as set forth in this Proxy Statement or in the schedules hereto, to the best knowledge of Atticus Partners, none of Atticus Partners, any person participating in this solicitation, the Atticus Nominees, and any associate of any of the foregoing persons (i) has substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting, (ii) owns beneficially, directly or indirectly, or has the right to acquire, any securities of the Company or any parent or subsidiary of the Company, (iii) owns any securities of the Company of record but not beneficially, (iv) has purchased or sold any securities of the Company within the past two years, (v) has incurred indebtedness for the purpose of acquiring or holding securities of the Company, (vi) is or has been a party to any contract, arrangement or understanding with respect to any securities of the Company within the past year, (vii) has been indebted to the Company or any of its subsidiaries since the beginning of the Company's last fiscal year or (viii) has any arrangement or understanding with respect to future employment by the Company or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. In addition, except as set forth in this Proxy Statement or in the schedules hereto, to the best knowledge of Atticus Partners, none of Atticus Partners, any person participating in this solicitation, the Atticus Nominees, and any associate or immediate family member of any of the foregoing persons has had or is to have a direct or indirect material interest in any transaction with the Company since the beginning of the Company's last fiscal year, or any proposed transaction, to which the Company or any of its affiliates was or is a party. None of the corporations or organizations in which the Atticus Nominees have conducted their principal occupation or employment was a parent, subsidiary or other affiliate of the Company and the Atticus Nominees do not hold any position or office with the Company or have any family relationship with any other Atticus Nominee or with any executive officer or director of the Company or have been involved in any legal proceedings of the type required to be disclosed by the rules governing this solicitation. The name, business address and present principal occupation or employment of each of the directors and executive officers of Atticus Partners and its advisors and certain other employees and representatives of Atticus Partners that may participate in the solicitation of proxies are set forth in Schedule II to this Proxy Statement The name, business address and the number of shares of Common Stock of UCR owned beneficially by the participants in this solicitation of proxies, or their associates are set forth in Schedule III to this Proxy Statement. VOTING RIGHTS The UCR Board has fixed the close of business on February 1, 1999 as the record date (the "Record Date") for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. Only holders of record as of the Record Date will be entitled to vote at the Annual Meeting. If you are a stockholder of record on the Record Date, you may vote your shares of Common Stock at the Annual Meeting even if you have sold your shares of Common Stock before or after the Record Date. Accordingly, please vote the shares of Common Stock held by you on the Record Date, or grant a proxy to vote such shares of Common Stock, on the BLUE proxy card, even if you have sold your shares of Common Stock before or after the Record Date. Atticus Partners intends to vote all shares of Common Stock beneficially owned by it in favor of the Atticus Nominees. The holders of the Common Stock are entitled to one vote per share on each matter submitted to a vote at the Annual Meeting. Stockholders do not have the right to cumulate votes in the election of directors. A majority of the outstanding shares of Common Stock entitled to vote, present in person or represented by proxy, shall constitute a quorum. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum at the Annual Meeting for the transaction of business. GENERAL INFORMATION This Proxy Statement and the accompanying BLUE proxy card are first being made available to stockholders on or about February ___, 1999. Executed proxies will be solicited by mail, advertisement, telephone, telecopier and in person. Solicitation will be made by Timothy R. Barakett, the Managing Member of Atticus Holdings, LLC, the general partner of Atticus Partners. Mr. Barakett will not receive any additional compensation for such solicitation. Atticus Partners has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all their solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. Atticus Partners will reimburse these record holders for their reasonable out-of-pocket expenses. In addition, Atticus Partners has retained Georgeson & Company Inc. (the "Agent") for solicitation and advisory services in connection with the solicitation, for which the Agent is to receive a fee not to exceed $25,000, together with reimbursement for its reasonable out-of-pocket expenses. Atticus Partners has also agreed to indemnify the Agent against certain liabilities and expenses, including liabilities and expenses under the Federal securities laws. It is anticipated that the Agent will employ approximately 12 persons to solicit stockholders for the Annual Meeting. The entire expense of soliciting proxies for the Annual Meeting is being borne by Atticus Partners. Atticus Partners will seek reimbursement for such expenses from UCR. Costs incidental to this solicitation of proxies include expenditures for printing, postage, legal, accounting, public relations, advertising and related expenses and are expected to be approximately [$100,000]; costs incurred to the date of this Proxy Statement are approximately $[___________]. OTHER MATTERS TO BE CONSIDERED AT THE 1998 ANNUAL MEETING According to the UCR Proxy Statement, the Company will ask stockholders to consider and vote upon the UCR Board's nominees. Except as set forth in the Proxy Statement, Atticus Partners is not aware of other matters to be considered at the Annual Meeting. However, if other matters properly come before the Annual Meeting, Atticus Partners will vote its shares of Common Stock and all proxies held by it in accordance with its best judgment with respect to such matters. Your attention is directed to the UCR Proxy Statement regarding the procedures for submitting proposals for consideration at the Annual Meeting. CERTAIN OTHER INFORMATION REGARDING THE COMPANY Stockholders are referred to the UCR Proxy Statement with respect to the compensation and remuneration paid and payable and other information related to the Company's officers and directors and beneficial ownership of the Company's securities. VOTING OF PROXY CARDS Shares of Common Stock represented by properly executed BLUE proxy cards will be voted at the Annual Meeting as marked, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting, including all motions for an adjournment or postponement of the Annual Meeting, unless otherwise indicated in the Proxy Statement. IF YOU WISH TO VOTE FOR THE ATTICUS NOMINEES AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES ON ALL MATTERS AS MAY PROPERLY COME BEFORE THE 1998 ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. REVOCATION OF PROXIES A proxy executed by a stockholder may be revoked at any time prior to the voting thereof by sending a written revocation of such proxy, by submitting another proxy with a later date marked on it or by appearing in person at the Annual Meeting and voting your shares of Common Stock. A revocation must clearly state that the proxy to which it relates is no longer effective and must be executed and delivered prior to the time that the action authorized by the executed proxy is taken. The written revocation may be delivered either to Atticus Partners or the Secretary of UCR. Although a written revocation or later-dated proxy delivered only to UCR will be effective, Atticus Partners requests that a written revocation or subsequent proxy also be delivered to Atticus Partners so that it will be aware of such written revocation. THE RETURN OF A SIGNED AND DATED BLUE PROXY CARD WILL FULLY REVOKE ANY PREVIOUSLY DATED PROXY YOU MAY HAVE RETURNED. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. YOUR VOTE IS IMPORTANT. IT WILL HELP DECIDE WHETHER THE STOCKHOLDERS WILL HAVE AN ADEQUATE VOICE IN THE AFFAIRS OF THE COMPANY. PLEASE MARK, SIGN AND DATE THE ENCLOSED BLUE PROXY CARD AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. If Atticus Partners should withdraw, or materially change the terms of, this solicitation of proxies prior to the Annual Meeting, Atticus Partners will supplement this Proxy Statement or otherwise publicly disseminate information regarding such withdrawal or change. OTHER INFORMATION Certain information regarding shares of Common Stock held by UCR's directors, nominees, management and other 5% stockholders is contained in the UCR Proxy Statement and is incorporated herein by reference. SUBMISSION OF STOCKHOLDER PROPOSALS Information concerning the date by which proposals of security holders intended to be presented at the next annual meeting of stockholders of UCR must be received by UCR for inclusion in UCR's proxy statement and form of proxy for that meeting is contained in the UCR Proxy Statement and is incorporated herein by reference. Atticus Partners assumes no responsibility for the accuracy or completeness of any information contained herein which is based on, or incorporated by reference to, UCR public filings. PLEASE INDICATE YOUR SUPPORT OF THE ATTICUS NOMINEES BY COMPLETING, SIGNING AND DATING THE ENCLOSED BLUE PROXY CARD AND RETURN IT PROMPTLY TO ATTICUS PARTNERS IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES. ATTICUS PARTNERS, L.P. February __, 1999 PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD. If you have any questions about giving your proxy or require assistance, please contact our proxy solicitor, Georgeson & Company Inc., toll free at (800) 223-2064. SCHEDULE I ---------- The following tables set forth information with respect to all purchases and sales of the Common Stock of the Company by Atticus Partners and its affiliates and by the Atticus Nominees during the past two years. Except as set forth below, no participant in this solicitation has purchased or sold securities of the Company within the past two years. Purchases prior to July 18, 1997 (the "Spin-off Date") represent shares acquired as a result of the spin-off of the Company from Daka International and are valued at the market value on the Spin-off Date ($6.75 per share). The transaction date given for such purchases is the date of the original purchase of Daka International shares with respect to which the shares of Common Stock of the Company were distributed. The per-share price for each purchase or sale after July 18, 1997 was calculated by subtracting from the total transaction cost an amount representing the average per-share commission cost for all transactions listed below multiplied by the number of shares purchased or sold in such transaction. SHARES PURCHASED BY ATTICUS PARTNERS, L.P.(1) Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 03-03-97 1,300 6.7500 03-04-97 600 6.7500 03-05-97 1,600 6.7500 03-06-97 2,000 6.7500 03-07-97 900 6.7500 03-11-97 1,500 6.7500 03-12-97 8,400 6.7500 03-13-97 7,700 6.7500 03-14-97 8,400 6.7500 03-25-97 4,800 6.7500 03-26-97 4,800 6.7500 04-04-97 10,000 6.7500 04-09-97 5,700 6.7500 04-10-97 2,700 6.7500 04-17-97 2,400 6.7500 04-18-97 4,400 6.7500 04-21-97 2,900 6.7500 04-22-97 2,900 6.7500 04-22-97 5,800 6.7500 04-24-97 5,900 6.7500 04-28-97 2,900 6.7500 04-29-97 14,100 6.7500 05-01-97 1,500 6.7500 05-01-97 15,000 6.7500 05-05-97 5,900 6.7500 - ----------------------- (1) In addition, Atticus Partners transferred 361,000 shares of Common Stock to its affiliate, Atticus Qualified Partners, L.P. and received 141,144 shares of Common Stock from its affiliate, Atticus International Ltd. Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 05-07-97 2,400 6.7500 05-08-97 700 6.7500 05-12-97 5,000 6.7500 05-13-97 2,500 6.7500 05-20-97 3,500 6.7500 05-28-97 4,600 6.7500 05-28-97 37,500 6.7500 07-07-97 7,000 6.7500 07-08-97 29,000 6.7500 07-09-97 10,000 6.7500 07-10-97 1,000 6.7500 07-23-97 6,000 6.9425 07-25-97 27,806 6.6285 07-31-97 2,000 6.3700 10-31-97 9,700 6.3239 10-31-97 1,500 6.9035 12-11-97 8,700 6.9150 12-12-97 15,600 6.6900 12-15-97 7,000 6.5625 12-17-97 10,000 6.1275 12-29-97 400 6.0650 12-29-97 3,800 6.3675 12-30-97 165,600 6.9765 12-30-97 7,700 6.7688 12-31-97 50,000 7.1174 12-31-97 5,000 7.0625 01-15-98 5,000 6.7393 01-22-98 5,000 6.6520 01-28-98 5,000 6.8558 01-29-98 5,000 6.8770 06-29-98 10,000 5.5000 07-30-98 9,800 6.9960 08-13-98 50,000 6.5002 SHARES PURCHASED BY ATTICUS QUALIFIED PARTNERS, L.P.(2) Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 06-29-98 26,050 5.500 07-30-98 15,200 6.9957 08-13-98 77,700 6.5001 - ----------------------- (2) In addition to these purchases, Atticus Qualified Partners, L.P. holds 361,000 shares of Common Stock as a result of a transfer from Atticus Partners and 127,500 shares of Common Stock as a result of a transfer from Atticus International Ltd. SHARES PURCHASED BY ATTICUS INTERNATIONAL, LTD.(3) Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 03-03-97 2,000 6.7500 03-04-97 900 6.7500 03-05-97 3,200 6.7500 03-06-97 2,900 6.7500 03-07-97 1,000 6.7500 03-11-97 2,200 6.7500 03-12-97 12,700 6.7500 03-13-97 11,600 6.7500 03-14-97 12,600 6.7500 03-25-97 7,200 6.7500 03-26-97 7,200 6.7500 04-09-97 6,500 6.7500 04-10-97 3,400 6.7500 04-17-97 3,400 6.7500 04-18-97 5,000 6.7500 04-21-97 3,400 6.7500 04-22-97 3,400 6.7500 04-22-97 6,800 6.7500 04-24-97 6,800 6.7500 04-25-97 3,000 6.7500 04-25-97 6,000 6.7500 04-28-97 3,400 6.7500 04-29-97 16,200 6.7500 05-01-97 18,000 6.7500 05-05-97 6,900 6.7500 05-07-97 2,800 6.7500 05-08-97 850 6.7500 05-12-97 5,000 6.7500 05-13-97 3,200 6.7500 05-20-97 3,500 6.7500 05-28-97 6,000 6.7500 05-28-97 47,500 6.7500 06-27-97 20,000 6.7500 07-07-97 9,500 6.7500 07-08-97 40,000 6.7500 07-09-97 18,000 6.7500 07-10-97 1,000 6.7500 07-14-97 3,500 6.7500 07-23-97 8,000 6.9419 07-25-97 40,000 6.6284 - ----------------------- (3) This list includes 141,144 shares of Common Stock that were subsequently transferred to Atticus Partners and 127,500 shares of Common Stock that were subsequently transferred to Atticus Qualified Partners, L.P. Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 07-31-97 3,000 6.3675 09-29-97 70,550 6.8125 10-31-97 20,300 5.3812 12-11-97 14,000 6.9150 12-12-97 25,200 6.6900 12-19-97 9,000 6.0650 12-24-97 5,000 6.1250 12-29-97 600 6.0650 12-29-97 6,200 6.3675 12-30-97 259,500 6.9790 12-30-97 12,300 6.7688 01-02-98 5,000 7.2555 06-29-98 25,000 5.500 SHARES PURCHASED BY ATTICUS CAPITAL FOR MANAGED ACCOUNTS Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 04-28-97 2,000 6.7500 04-28-97 1,000 6.7500 04-29-97 3,000 6.7500 04-29-97 1,500 6.7500 04-29-97 1,500 6.7500 04-30-97 6,800 6.7500 04-30-97 3,350 6.7500 04-30-97 3,350 6.7500 05-06-97 4,850 6.7500 05-06-97 2,425 6.7500 05-06-97 2,425 6.7500 05-07-97 10,000 6.7500 05-07-97 5,000 6.7500 05-07-97 5,000 6.7500 05-09-97 10,000 6.7500 05-09-97 5,000 6.7500 05-09-97 5,000 6.7500 05-12-97 5,000 6.7500 05-12-97 2,500 6.7500 05-12-97 2,500 6.7500 05-14-97 8,000 6.7500 05-14-97 4,000 6.7500 05-14-97 4,000 6.7500 05-15-97 2,000 6.7500 05-15-97 1,250 6.7500 05-15-97 1,250 6.7500 05-20-97 4,000 6.7500 05-20-97 4,000 6.7500 Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 06-20-97 500 6.7500 06-20-97 500 6.7500 07-14-97 1,000 6.7500 07-14-97 1,000 6.7500 08-14-97 10,000 6.5375 08-14-97 8,000 6.5375 08-14-97 7,000 6.5375 08-21-97 3,000 6.5525 08-21-97 2,400 6.5525 08-21-97 2,100 6.5525 08-22-97 253,300 6.7501 08-25-97 2,000 6.4400 08-25-97 1,600 6.4400 08-25-97 1,400 6.4400 08-26-97 2,000 6.5000 08-26-97 1,600 6.5000 08-26-97 1,400 6.5000 08-27-97 2,000 6.5625 08-27-97 1,600 6.5625 08-27-97 1,400 6.5625 09-29-97 8,800 6.8125 09-29-97 7,100 6.8125 09-29-97 6,200 6.8125 10-31-97 5,400 6.3239 10-31-97 1,200 6.3201 10-31-97 1,000 6.3239 10-31-97 900 6.3239 12-11-97 900 6.9150 12-11-97 700 6.9150 12-11-97 700 6.9150 12-12-97 1,700 6.6900 12-12-97 1,300 6.6900 12-12-97 1,200 6.6900 12-16-97 2,000 6.3150 12-16-97 1,600 6.3150 12-16-97 1,400 6.3150 12-30-97 17,300 6.9790 12-30-97 13,900 6.9790 12-30-97 12,300 6.9790 07-29-98 15,000 6.9082 08-05-98 2,000 5.8125 09-01-98 4,100 4.8774 SHARES SOLD BY ATTICUS CAPITAL FOR MANAGED ACCOUNTS Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 08-27-97 1,000 6.7500 06-29-98 3,000 5.5000 06-29-98 6,700 5.5000 06-29-98 4,850 5.5000 06-29-98 10,000 5.5000 06-29-98 10,000 5.5000 06-29-98 5,000 5.5000 06-29-98 8,000 5.5000 06-29-98 2,500 5.5000 06-29-98 8,000 5.5000 06-29-98 1,000 5.5000 06-29-98 2,000 5.5000 08-13-98 7,000 6.4591 08-13-98 2,100 6.4591 08-13-98 1,400 6.4591 08-13-98 1,400 6.4591 08-13-98 1,400 6.4591 08-13-98 6,200 6.4591 08-13-98 900 6.4591 08-13-98 700 6.4591 08-13-98 1,200 6.4591 08-13-98 1,400 6.4591 08-13-98 12,300 6.4591 08-13-98 10,000 6.4595 08-13-98 3,000 6.4595 08-13-98 2,000 6.4595 08-13-98 2,000 6.4595 08-13-98 2,000 6.4595 08-13-98 8,800 6.4595 08-13-98 1,200 6.4595 08-13-98 900 6.4595 08-13-98 1,700 6.4595 08-13-98 2,000 6.4595 08-13-98 17,300 6.4595 08-13-98 8,000 6.4594 08-13-98 2,400 6.4594 08-13-98 1,600 6.4594 08-13-98 1,600 6.4594 08-13-98 1,600 6.4594 08-13-98 7,100 6.4594 08-13-98 1,000 6.4594 08-13-98 700 6.4594 08-13-98 1,300 6.4594 08-13-98 1,600 6.4594 Date Number of Shares Price ($) ---------------- ----------------------- ------------------- 08-13-98 13,900 6.4594 SCHEDULE II ----------- INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF ATTICUS PARTNERS AND THEIR ADVISORS THAT MAY PARTICIPATE IN THE SOLICITATION OF PROXIES The name, business address and present principal occupation or employment of each of the directors and executive officers of Atticus Partners and its advisors and certain other employees and representatives of Atticus Partners that may participate in the solicitation of proxies are set forth below. Unless otherwise indicated, the principal business address of each director or executive officer of Atticus Partners is 590 Madison Avenue, 32nd Floor, New York, New York 10022. Name Present Office or Other - ---- Principal Occupation or Employment ---------------------------------- Timothy R. Barakett Managing Member of Atticus Holdings, LLC, the general partner of Atticus Partners. SCHEDULE III ------------ The following sets forth the name, business address and the number of shares of Common Stock of UCR owned beneficially by the participants in this solicitation of proxies, or their associates. No shares are held of record but not beneficially by the participants or their associates.
Number of Shares of Common Stock Beneficially Owned Percent of Name and Business Address (as of _________ ___, 1998) Common Stock ------------------------- ------------------------------------- ------------ Timothy R. Barakett 1,908,5062(1) 16.44% Atticus Capital, L.L.C. 590 Madison Avenue 32nd Floor New York, New York 10022 James S. Goodwin -- -- 39 East 79th Street New York, New York 10021 - ----------------------- (1) Mr. Barakett is the Managing Member of Atticus Holdings, LLC, a Delaware limited liability company that serves as the general partner of Atticus Partners and Atticus Qualified Partners, L.P., which beneficially own 418,050 and 607,450 shares of Common Stock, respectively. Mr. Barakett is also the President of Atticus Management, Ltd., an international business company organized under the laws of the British Virgin Islands that serves as the manager of Atticus International, Ltd., which beneficially owns 551,556 shares of Common Stock. Mr. Barakett is also the Managing Member of Atticus Capital, which has investment discretion with respect to certain managed accounts (the "Managed Accounts"), which collectively beneficially own 331,450 shares of Common Stock. Mr. Barakett is therefore deemed to be the beneficial owner of 1,908,506 shares of Common Stock, which include all shares of Common Stock owned by Atticus Partners, Atticus Qualified Partners, L.P., Atticus International, Ltd. and the Managed Accounts. His address, and the address of each of the above-referenced entities, is c/o Atticus Capital, L.L.C., 590 Madison Avenue, 32nd Floor, New York, New York 10022.
IMPORTANT Your proxy is important. No matter how many shares of Common Stock you own, please give Atticus Partners your Proxy FOR the election of the Atticus Nominees by: MARKING the enclosed BLUE proxy card, SIGNING the enclosed BLUE proxy card, DATING the enclosed BLUE proxy card, and MAILING the enclosed BLUE proxy card today in the postage-paid envelope provided (no postage required if mailed in the United States). If you have already submitted a proxy to UCR for the Annual Meeting, you may change your vote to a vote FOR the election of the Atticus Nominees by marking, signing, dating and mailing the enclosed BLUE proxy card for the Annual Meeting, which must be dated after any proxy you submitted to UCR. Only your latest dated proxy for the Annual Meeting will count at such meeting. If you have any questions or require any additional information concerning this Proxy Statement or the proposal by Atticus Partners, please contact Georgeson & Company Inc., Inc. at the address and phone number set forth below. IF ANY OF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON THE RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE BLUE PROXY CARD FOR THE 1998 ANNUAL MEETING. GEORGESON & COMPANY INC. Wall Street Plaza New York, New York 10005 1-800 223-2064 APPENDIX 1 ---------- Form of Proxy ATTICUS PARTNERS, L.P. This proxy is solicited on behalf of Atticus Partners, L.P. 590 Madison Avenue 32nd Floor New York, New York 10022 The undersigned stockholder of Unique Casual Restaurants, Inc. ("UCR") hereby appoints Timothy R. Barakett, with full power of substitution, to vote all shares of Common Stock of UCR that the undersigned is entitled to vote if personally present at the Annual Meeting of Stockholders of UCR to be held on March 17, 1999, and at any adjournments or postponements thereof as indicated below and in the discretion of the proxies, to vote upon such other business as may properly come before the meeting, and any adjournment or postponement thereof. The undersigned hereby revokes any previous proxies with respect to matters covered by this proxy. ATTICUS PARTNERS RECOMMENDS A VOTE FOR ITEMS 1 1. ELECTION OF DIRECTORS. Election of Timothy R. Barakett and James S. Goodwin as directors whose terms expire at the Annual Meeting of Stockholders in 2001. [ ] FOR [ ] AGAINST INSTRUCTION: To withhold authority to vote for the election of one or more of the persons nominated by Atticus Partners, mark FOR above and write the name(s) of the person(s) with respect to whom you wish to withhold authority to vote below: - -------------------------------------------------------------------------------- This proxy, when properly executed, will be voted in the manner marked herein by the undersigned stockholder. If no marking is made, this proxy will be deemed to be a direction to vote FOR Items 1 and 2 in the discretion of the Proxy, to vote upon such other business as may properly come before the meeting and any adjournment or postponement thereof. ----------------------------- Date ----------------------------- Signature ----------------------------- Title When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, guardian, corporate officer or partner, please give full title as such. If a corporation, please sign in the name of the corporation by the President or other authorized officer. If a partnership, please sign in name of the partnership by an authorized person. This proxy votes all shares held in all capacities. PLEASE MARK, SIGN, DATE AND MAIL PROMPTLY -----END PRIVACY-ENHANCED MESSAGE-----