-----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, U7/XlQ7jWDSJYaVs4ZfUu0mgcQ1wlC6PAI6sO8vf+3jmBqPApbZB3rYdnX70nKFA 5Al+IAquSwRXNLyaLtNOwg== 0000898430-96-002743.txt : 19960620 0000898430-96-002743.hdr.sgml : 19960620 ACCESSION NUMBER: 0000898430-96-002743 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960619 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT FAMILY RESTAURANTS INC CENTRAL INDEX KEY: 0000053281 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 870264039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06054 FILM NUMBER: 96582762 BUSINESS ADDRESS: STREET 1: 440 LAWNDALE DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 8015327840 MAIL ADDRESS: STREET 1: 440 LAWNDALE DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FORMER COMPANY: FORMER CONFORMED NAME: JBS RESTAURANTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: JBS BIG BOY FAMILY RESTAURANTS INC DATE OF NAME CHANGE: 19810830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST GLOBAL SECURITIES INC /CA/ CENTRAL INDEX KEY: 0001015354 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954307359 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: STREET 1: 790 E COLORADO NO. 500 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8185688800 MAIL ADDRESS: STREET 1: 790 E COLORADO NO. 500 CITY: PASADENA STATE: CA ZIP: 91101 PRRN14A 1 REVISED PRELIMINARY PROXY MATERIALS (#2) PRELIMINARY PROXY MATERIAL SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 10549 SCHEDULE 14A (Rule 14a-6(i)(3) Pursuant to Section 14(a) of the Securities Exchange Act of 1934 OPPOSITION GROUP'S PROXY STATEMENT PROXY STATEMENT 2 - (A) RESIGNATION OR REMOVAL OF DIRECTORS AND (B) ELECTION OF NEW DIRECTORS THE OPPOSITION GROUP ASKS YOU TO VOTE ON THREE MATTERS: AGAINST THE MERGER; FOR THE RESIGNATION OR REMOVAL OF DIRECTORS; AND, FOR ELECTION OF NEW DIRECTORS FILED BY A PARTY OTHER THAN THE REGISTRANT SUMMIT FAMILY RESTAURANTS, INC. ------------------------------- (Name of Registrant as Specified in Its Charter) First Global Securities, Inc., on behalf of the Opposition Proxy Group, ----------------------------------------------------------------------- including, itself, Susan W. Trenham, Kennedy Capital Management, Inc., ---------------------------------------------------------------------- William H. Burgess, J. D. Campa and Associates, Inc., Michael E. Portnoy, ------------------------------------------------------------------------- Howard Foster Company, Mark R. Tonucci, T.H. Fitzgerald, Peter Sorokin, ----------------------------------------------------------------------- Mark A. Fries, and Gary B. Davidson and Harold Fox -------------------------------------------------- (Names of Persons or Entities Filing Proxy Statement, if other than the Registrant) Contact: Susan W. Trenham Co-Chair and CEO First Global Securities, Inc. 790 East Colorado Blvd., #500 Pasadena, Ca. 91101 (818) 568-8800 Payment of Filing Fee: $500 pursuant to Exchange Act Rule 14a-6(i)(3). Fees previously paid: $1,000 pursuant to Exchange Act Rule 14a-6(i)(3). PLEASE COMPLETE AND RETURN THE RED PROXY CARD OPPOSITION PROXY 2 THIS IS THE SECOND OF TWO PROXY STATEMENTS OFFERED BY THE OPPOSITION GROUP. BOTH STATEMENTS CALL FOR VOTES BY THE SHAREHOLDERS. PLEASE SIGN AND RETURN BOTH RED PROXY CARDS IN THE ENCLOSED ENVELOPE. YOU MAY ONLY VOTE ON THE MATTER - ----------------------------------------- REFERRED TO SPECIFICALLY ON EACH CARD. The Certificate of Incorporation and the By-Laws of Summit Family Restaurants, Inc. do not prohibit shareholders from bringing proposals before Special Meetings of the Company. Since, in our opinion, Delaware General Corporate Law does not prohibit shareholders from bringing any action before a Special Meeting, the Opposition Group believes it proper to bring the proposals herein before the shareholders, if the proposed merger fails. Management of the company is germane to the merger question before the shareholders. The Board may deem such matters out of order. The Opposition Group may ask the Chancery Court of Delaware to rule on the matter prior to the Special Meeting or to permit the proxies to be voted if the company rules the submission out of order. The Opposition Group is presently consulting Counsel on the matter. Holders of Common Stock of the Company will act upon the following matters to be presented at the Special Meeting of the Shareholders on July 12, 1996, at 10:00 a.m. at the Howard Johnson Hotel, 122 West South Temple, Salt Lake City, Utah, IF THE MERGER IS NOT APPROVED. We urge you to complete, sign and date the enclosed Opposition Proxy and to return it in the enclosed prepaid envelope. This will not prevent you from attending the Special Meeting and voting your shares in person even if you have previously returned your proxy card since the proxy is revocable up to the time it is voted. Abstentions and broker non-votes will have the same effect as votes against the removal of directors and against the new slate of directors. RESIGNATION OR REMOVAL OF DIRECTORS The Opposition Group believes that if the merger fails, it is in the best interest of shareholders for the present Directors of Summit to resign and allow new management and direction for Summit. The Certificate of Incorporation provides that shareholders may remove all or part of the Board with not less than 80% of the stock entitled to vote for directors. The Board of Directors of Summit Family Restaurants, Inc. have not met in person for ten months. Virtually all of the meetings referred to in the Summit Board proxy statement were conducted over the telephone. The acting President/CEO of Summit Family Restaurants, Inc., is a full time employee of the State of Utah as a utilities commissioner. The former President of Summit and virtually all of the Senior Vice Presidents have been terminated. A shareholders' meeting has not been called in the past sixteen months. This Opposition Group has stepped forward to analyze the offer to shareholders and to give our opinion as to whether it is fair and equitable, and to provide representation through this proxy statement where we believe the Summit Board has failed. We became involved after the second reduction in the CKE offer to shareholders and the termination of the officers of Summit prior to shareholder approval of the merger. Summit Family Restaurants, Inc. consists of nine members. The Company's Certificate of Incorporation provides that the Board of Directors shall consist of three classes of directors with staggered three-year terms. One class of directors is to be elected each year for a term of three years. Three directors terms expire in 1996. Those are: (a) Mr. Norton Parker who has been a Board member since 1976; Mr. Carl Hays who has been a director since 1987; and Mr. Thomas J. Russo who has been a director since 1990. PLEASE COMPLETE AND RETURN THE RED PROXY CARD 1 Two directors are occupying seats for terms that expire in 1997. Those are: (a) Mr. Norman Habermann who has been a director since 1994; and Mr. Clark Jones who has been Chairman of the Board since 1981. One director is occupying a seat which expires in 1998. That is Mr. Ronald Paul, who has served on the board since 1989. One seat was vacated by Mr. Don McComas when he was terminated by the present Board of Directors in April, 1996. Two other seats are vacant and are appointed by the holders of Summit's Series A Preferred Stock. Shareholders are asked to vote for the resignation or removal of Directors, if the merger between Summit Family Restaurants, Inc. and CKE Restaurants, Inc. is not approved on the following basis: 1. Summit Family Restaurants, Inc. has had four consecutive years of operational losses. 2. That the Board entered into an agreement to sell Summit for less than book value of the company because, by its own account, it failed to see a viable alternative direction. 3. That the Board acted to terminate much of the senior management of Summit prior to shareholder approval of the merger incurring heavy costs and leaving a void in management of the company. 4. That the Board has contracted to pay out or has paid out more than $2 million, including change of control payments, investment banking fees, legal fees, accounting fees, and proxy solicitation expenses in attempting to complete this merger--depleting the company of resources. 5. That the President/CEO and Chairman of the Board is also a full time employee of the State of Utah; and that the Chairman of the Special Committee has sought a success fee for a transaction which provides less than the book value of the company to shareholders while he personally benefits. We believe that the present Board of Directors has not been successful in operating Summit Family Restaurants, Inc. in a number of years. We Oppose the proposed merger because we believe the shareholders have not received a fair offer for their company. If the merger fails, the Opposition Group of 14% of the shareholders, including a composite of the single largest common shareholder to one of the smallest shareholders, believes the Board, which has less than two percent of the voting shares of Summit Family Restaurants, Inc., should surrender its control. Shareholders are hereby asked to vote for the resignation of the directors or for their removal if they fail to resign, if the proposed merger fails. ELECTION OF DIRECTORS The Board currently consists of nine members. The Company's Certificate of Incorporation provides that the Board of Directors shall consist of three classes of directors with staggered three-year terms. One class of directors is to be elected each year for a term PLEASE COMPLETE AND RETURN THE RED PROXY CARD 2 of three years. There are three directors whose terms expire in 1996. The affirmative vote of a majority of the shareholders present in person or by proxy is necessary for the election of directors. The holders of the Common Stock will vote on the following: Class II Directors (To Replace Three Directors Whose Terms Expire In 1996) New Terms Expire 1999 MS. SUSAN W. TRENHAM, 50, is proposed to shareholders as the Chair of the Board and CEO of Summit. Trenham has served in chief financial, chief operational, and chief executive positions for more than twenty years and brings the knowledge and contacts of investment banking to the table. Susan Trenham began her career in government. From 1967 to 1969, she served as press aide and legislative assistant to U. S. Congressman John Dellenback of Oregon. From 1969 to 1974, she served in the American Embassies in Zaire, Guinea, and Morocco, as the wife of an American diplomat, and as a free lance writer--with articles published in American newspapers and magazines, in publications going to thirty different countries, and writing for such companies as Goodyear and for the World Bank. In 1974, she returned to the United States where she was recruited by the President's Consultant on Consumer Affairs, Esther Peterson, to join the staff of a new joint White House and Congressional Commission under President Ford. She was subsequently promoted to Assistant Director developing and supervising a staff of thirty people. The General Accounting Office later estimated that recommendations made by her and her staff, and negotiated by her to be adopted by Federal agencies and the Congress, resulted in more than $3 billion in savings to the taxpayer. In 1978, she served for four months in the Carter White House as an analyst on the staff of Stuart Eizenstadt, preparing a White Paper for the President on the constitutional issues of privacy in financial and medical records. In 1979, she became Special Assistant to the U. S. Comptroller of the Currency, the regulator for national banks. Ms. Trenham specialized in international banking issues and market surveillance issues for the Comptroller. When the silver market crashed she headed the investigation of the markets on behalf of the banking agencies. She also served simultaneously on the White House Conference on Small Business and received special recognition from President Carter. Subsequently, she was named by President Reagan as Executive Director of the U. S. Commodity Futures Trading Commission, the regulator of commodity exchanges in the United States with a $30 million budget and 470 person staff. In that capacity she directed all financial, data processing, leasing, strategic planning, and budgetary functions for the Commission. The agency had just gone through the most difficult time ever in the commodity markets when she took over. She upgraded the data processing and surveillance systems, and along with new Commissioners, restored the credibility and production of the Commission. Subsequently she left the government to develop and patent the first computerized system for trading energy futures. That system remains state of the art today. She served as president of the World Energy Exchange in Dallas, Texas, and simultaneously as a partner in the Rand Financial Group raising venture capital and structuring debt financing. She was named a Dallas Press Club Headliner in 1982, for bringing business innovation to Dallas. In 1988, she came to California as Chief Financial Officer of World Vision International, Inc., a $135 million humanitarian relief organization with 16,000 projects worldwide. She bought First Global Securities, Inc. in 1991, and remains as Co-Chair and CEO today. She served simultaneously as Treasurer and Chief Financial Officer of CAS Refining, Inc. in 1990, having structured the debt financing for crude operations of the refinery. She has structured and obtained over $400 million in financing for clients for various projects. PLEASE COMPLETE AND RETURN THE RED PROXY CARD 3 MR. HAROLD FOX, 53, is proposed to be CFO of Summit and to serve on the Board of Directors. Mr. Fox began his business career with Coopers & Lybrand in 1967. While at Coopers & Lybrand, he obtained his CPA license and served in various capacities including Audit Supervisor and Senior Manager in the Management Consulting Services Division. In 1975, Mr. Fox joined W. R. Grace & Co. where he served as an Assistant Corporate Controller, Deputy Corporate Controller and Executive Vice President and Chief Financial Officer of Grace Restaurant Company. During Mr. Fox's tenure, Grace Restaurant Company owned and operated over 800 restaurants with sales in excess of $1.1 billion. Mr. Fox subsequently became a founding shareholder and Vice President of Finance for American Restaurant Group, acquiring assets in excess of $350 million, including Stuart Anderson's Black Angus Restaurants, Grandy's, Spoons and Spectrum Foods. When the major shareholders of American Restaurant Group acquired Del Taco and Naugles, Mr. Fox transferred to the new entity as Executive Vice President and Chief Financial Officer. In that capacity he implemented cost reduction savings that decreased G&A expenses from $14.0 million to $6.4 million and participated in a turn around situation that moved the company from a negative $5.0 million cash flow to a positive $10.2 million. In 1993, Mr. Fox sold his 25% interest in Del Taco to GE Capital and joined R. J. Morris Enterprises as a Partner. Mr. Fox served on the boards of Grace Restaurant Company and Applebys Restaurants. Mr. Fox is a graduate of the City University of New York and attended graduate business school at New York University. He is a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. MR. JAMES F. POMROY, 61, is Chairman of InterNutria, Inc.--a company which develops and markets nutrient based foods and beverages. Early in his career Mr. Pomroy was Senior Product Manager for Colgate Palmolive Co. From 1963 to 1965, he was Marketing Director Human Foods for Ralston Purina Company and from 1965 to 1970 he was Vice President and Partner, heading the consumer marketing practice of Booz Allen & Hamilton. From July, 1983 to March, 1989, he was Chief Executive Officer of Sundor Brands, Inc., a beverage company based in Darien, Connecticut. Some of the brand names included were Texsun Grapefruit, Sunny Delight Orange Drink and Rolling Rock Beer--growing the company from $60 million to over $300 million in sales. In April, 1989, Sundor was sold to Proctor and Gamble. Mr. Pomroy served as Chief Executive Officer of Drake Bakeries, Inc., the largest bakery in the Northeast in which his financial partner was the Rockefeller Group. Drake was sold to Culinar Bakeries of Montreal in December 1991. From 1992 to 1994, Mr. Pomroy organized a leveraged buyout to acquire Everfresh Juice Co. and Sundance Beverages, and merged the two companies to form Everfresh Beverages. Nutriceutical Products Corporation was spun out from Everfresh Beverages in 1994 and acquired by InterNutria in 1996. Mr. Pomroy graduated from Allegheny College and received his MBA from Harvard University. Class I (To Replace Vacancy of Don M. McComas) Term Expires 1998 MS. VIDA ICENOGLE, 38, grew up in California and graduated from California State University, Los Angeles. She received her MA from Simmons College in Boston and has concentrated in Investment Management, Marketing, and Client Servicing. She is a former Assistant Vice President of Security Pacific Bank and Vice President and Director of Investment Marketing for Republic Bank Dallas. She is a principal in Zuidema & Icenogle, PLEASE COMPLETE AND RETURN THE RED PROXY CARD 4 Inc. representing clients such as Breau Capital Management, Boston; Sandler Capital Management, New York; Finovelec, Paris. She presently markets financial advisors to pension, trust, and capital intensive entities. She serves on the Board of Directors of Zuidema & Icenogole and World Vision, U. S. She is a member of the Association of Investment Management Sales Executives (AIMSE). Class III (To Replace Directors Who Resign or are Removed by the Shareholders) Terms Expire 1997 MR. EUGENE A. CAFIERO, 69, former President of the Chrysler Corporation, and former President of the Delorean Motor Co. is Chairman of VTI Corporation, a lighting manufacturing company based in Connecticut. He is former CEO of the KDI Corporation, a NYSE conglomerate which he took from $250 million to $325 million in sales in two years doubling the price of the stock. He is a graduate of Dartmouth College and the Sloan School of Management, Massachusetts Institute of Technology, and Wittenberg University Doctor of Science Honorary. Named Executive of the Year, Thunderbird School 1977. MS. BEVERLY SASSOON, 50, was born in Edmonton, Canada and raised in Burbank, California. She began an acting career at the age of eighteen and appeared in numerous films for Columbia Pictures. While shooting a film, Beverly met and married Vidal Sassoon. She left the entertainment business and for the next decade was involved with the development and growth of the Sassoon brand-- focusing on product development, promotion, public relations and corporate positioning. She also served on the Board of Directors of the Sassoon Corporation. During her involvement the entity grew from a multifaceted hair salon to worldwide franchising and product distribution. Among her other credits were a collaborative publishing effort, A Year of Health & Beauty (Simon ------------------------- & Shuster, 1976), Beauty for Always (Avon Press. 1980) and a novel in 1990 for ----------------- Pocket Books. Ms. Sassoon serves as a contributing health and beauty editor for a number of magazines. Series A - Preferred The holders of Series A Convertible Preferred Stock of the Company, are entitled to appoint two members to the Board of Directors. There are presently two vacancies to be filled by the owners of the Preferred. President of a New Restaurant Division -------------------------------------- MR. ROBERT MORRIS, 60, will be appointed by the new Board as the President of the Restaurant Division. Robert Morris is a native Southern Californian and has been in the restaurant and recreational business all of his life. He has founded and operated many successful restaurants in the Los Angeles area over the past twenty-five years. In 1973, he opened Gladstone's 4 Fish in the Santa Monica Canyon. In 1981, Gladstone's moved to its current location at Sunset and Pacific Coast Highway thus becoming Gladstone's Malibu and one of the top grossing restaurants in America. He was the first restaurateur to exceed $10 million in sales in a single location. At the time of his departure sales for the one unit were in excess of $15 million. He also originated the original Jetty, R. J.'S, the Rib Joint, Adam's, Sea View Seafoods on the Santa Monica Pier and revitalized the Malibu Sea Lion. Mr. Morris' company was acquired in 1983 by the W. R. Grace Company and became the Mor Food `n Fun division of the Grace Restaurant Company. As part of the Grace Restaurant Company he developed and managed many restaurants in southern California. Mr. Morris subsequently became Chairman and Chief Executive Officer of California Beach Restaurants, Inc. which owns Gladstone's Malibu and R. J.'S the Rib Joint. In 1992, Bob left his position in order to assume the management contract for MCA's Universal Gladstone's at Universal CityWalk. PLEASE COMPLETE AND RETURN THE RED PROXY CARD 5 Today, Robert J. Morris Enterprises, of which Robert Morris and Harold Fox are principal owners, is based in Universal City. In partnership with MCA Universal, the company owns and operates Gladstone's Universal, a 750 seat restaurant in the heart of Universal CityWalk at Universal Studios Hollywood, with sales of approximately ten million dollars annually and a return on investment in excess of 40%. In addition, the company manages the food and beverage service for Country Star restaurants, a publicly held company located at Universal CityWalk and new locations slated for Las Vegas and Atlanta in 1996. Nominees Expected to Serve All nominees have agreed to serve in the offices for which they are nominated. There are no pre-existing contracts for compensation and no previous related transactions or contracts with the Company. Other Matters The Opposition Group knows of no other matters, other than those discussed in Proxy 1 and Proxy 2 that will be brought before the Special Meeting. Security Ownership of Proposed Directors and Management At the present time none of the Officers or Directors proposed in this proxy have beneficial ownership in Summit Family Restaurants, Inc. except for Susan W. Trenham, who as the beneficial owner of First Global Securities, Inc. beneficially owns five shares of Summit. It is expected that most or all of proposed officers or directors will acquire, through purchase or options, positions in the company. Solicitation Otherwise Than Through Mail Solicitation for the Opposition Proxy will be through the mail and by telephone. If shareholders have questions they may contact Susan W. Trenham at (818) 568-8800. Costs of Soliciation Costs of the soliciation will be borne by the Opposition Group. Total administrative, legal, filing, printing, and distribution costs for the two proxy statements are $30,000 to date. Estimated total cost is $60,000. If the proposed merger is successfully defeated and a new management and board is approved by Shareholders as outlined herein, the Company may be asked to reimburse the group for its expenses. PLEASE COMPLETE AND RETURN THE RED PROXY CARD 6 Contracts, Arrangements, or Understandings No participant or associate is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the company. No participant has had any related transaction of any nature with Summit./1/ Security Ownership of Summit The following table sets forth certain information as of May 14, 1966, with respect to voting securities of Summit held by (1) each person who owns of record, or is known by the Opposition Group to own beneficially, more than five percent of any class of voting securities of Summit.
Class Name and Address Amount Percent of Class - ----- ---------------- -------- ---------------- Series A CKE Restaurants, Inc. 946,714 100% Convertible 1200 North Harbor Blvd. Preferred Anaheim, CA 92803 Common Kennedy Capital Management 567,600 11.8% 10829 Olive Boulevard St. Louis, Missouri 63141 Common Heartland Advisors, Inc. 512,500 10.6% 790 North Milwaukee St. Milwaukee, WI 53202 Common David L. Babson & Co., Inc. 422,500 8.79% One Memorial Dive Cambridge, MA 02142 Common Dimensional Fund Advisors, Inc. 315,150 6.56% 1299 Ocean Avenue, Suite 1100 Santa Monica, CA 90401
Shares Represented by this Opposition Proxy Statement See schedule of Beneficial owners for trade dates and number of shares. The aggregate number of shares represented in this Opposition Proxy Statement is as follows:
Class Name and Address Amount of Shares - ----- ---------------- ---------------- Common First Global Securities, Inc. 5 790 East Colorado Blvd., #500 Pasadena, Ca. 91101 Common Kennedy Capital Management, Inc./2/ 567,600 10829 Olive Boulevard St. Louis, Missouri 63141 Common William H. Burgess 4,000 550 Palisades Drive Palm Springs, Ca. 92262 Common Joe Campa & Associates 14,000 301 East Colorado, Suite 800 Pasadena, Ca. 91101 Common Michael E. Portnoy 42,250 14 Winding Brook Road Newtown, CT. 06471 Common Howard Foster Company 26,000 80 East Sir Francis Drake Boulevard Number C Larkspur, Ca. 94939
/1/ First Global Securities, Inc. issued a purchase recommendation on Summit Family Restaurants, Inc. in September, 1994. In August, 1995 Summit management asked First Global to consider representing them in a management led buyout. First Global declined and returned unopened information on the subject to the company. First Global had not requested the information. At no time has First Global Securities, Inc. had any contracts or arrangements with Summit Family Restaurants, Inc. /2/ Kennedy Capital Management, Inc. is owned by Gerald T. Kennedy. Kennedy has power of attorney over all shares herein, including contested proxies. Joe Campa & Associates is owned by Joe Campa. Campa has power of attorney over all shares herein including contested proxies. Howard Foster Company is owned by Howard Foster. Foster has power of attorney over all shares herein, including contested proxies. All of the above are investment advisors. PLEASE COMPLETE AND RETURN THE RED PROXY CARD 7
Class Name and Address Amount of Shares - ----- ---------------- ---------------- Common Mark R. Tonucci 5,000 142 Bennett Road East Haven, CT. 06513 Common T. H. Fitzgerald 2,000 180 Church Street Naugatuck, CT. 06770 Common Peter Sorokin 5,000 615 Fern Street West Hartford, CT. 06107 Common Mark A. Fries 9,600 31 Zoar Road Sandy Hook, Ct. 06482 Common Gary B. Davidson 4,100 3567 E. Sunrise, Suite 219 Tucson, Az. 85718 Harold Fox 0 1000 Universal Center Drive 679,955 Universal City, CA 91605 The Opposition Group
Shareholders are requested to attend the meeting in person or by proxy. Whether or not you plan to attend the meeting in person, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed envelope. Your cooperation is appreciated since a majority of the Common Stock must be represented, either in person or by proxy, to constitute a quorum for the conduct of business. PLEASE COMPLETE AND RETURN THE RED PROXY CARD 8 Beneficial Owners
Data Name Shares-Buy Shares-Sell 12/29/95 First Global Securities, Inc. 5 02/15/95 Kennedy Capital Mgmt. 7,500 02/16/95 " 21,000 02/17/95 " 28,000 02/22/95 " 8,000 02/24/95 " 25,000 02/29/95 " 6,000 03/01/95 " 200 03/01/95 " 5,000 03/02/95 " 4,600 03/03/95 " 7,000 03/07/95 " 5,000 03/08/95 " 1,750 03/09/95 " 5,000 03/10/95 " 3,500 03/13/95 " 500 03/13/95 " 1,500 03/14/95 " 5,000 03/15/95 " 4,000 03/17/95 " 5,000 03/17/95 " 2,000 03/20/95 " 5,000 03/21/95 " 5,500 03/26/95 " 10,000 03/27/95 " 14,000 03/28/95 " 2,000 03/31/95 " 3,000 04/03/95 " 5,000 04/04/95 " 5,000 04/05/95 " 1,500 04/06/95 " 4,000 04/10/95 " 10,000 04/11/95 " 6,000 04/12/95 " 5,000 04/13/95 " 17,500 04/17/95 " 3,000 04/18/95 " 2,000 05/11/95 " 5,000 05/17/95 " 1,000 05/19/95 " 4,000 05/22/95 " 10,000 05/23/95 " 5,000 05/28/95 " 10,000 06/05/95 " 5,000 06/06/95 " 3,500 06/09/95 " 300 06/12/95 " 6,000 06/13/95 " 2,500 06/16/95 " 8,000 06/16/95 " 5,000 06/18/95 " 11,300 06/21/95 " 3,800 06/23/95 " 10,000 06/27/95 " 5,000 06/28/95 " 10,000 06/30/95 " 2,000 06/29/95 " 2,000 06/29/95 " 3,400 06/30/95 " 1,000 07/07/95 " 5,500 07/07/95 " 8,000 07/10/95 " 10,000 07/12/95 " 6,000 07/13/95 " 30,000 07/14/95 " 2,000 07/17/95 " 2,000 07/18/95 " 10,000 07/18/95 " 19,500 07/19/95 " 5,000 07/26/95 " 500 08/02/95 " 25,000 08/02/95 " 2,500 08/04/95 " 2,500 11/12/95 " 15,000 11/13/95 " 5,000 11/14/95 " 10,000 12/04/95 " 8,500 12/05/95 " 2,000 12/06/95 " 2,200 12/11/95 " 400 12/12/95 " 660 12/13/95 " 5,600 12/13/95 " 5,000 12/18/95 " 2,500 12/19/95 " 4,500 12/22/95 " 4,000 12/26/95 " 2,000 12/28/95 " 3,000 12/28/95 " 5,000 01/02/94 " 300 01/03/94 " 2,000 01/04/94 " 4,000 09/19/94 William H. Burguss 4,000 10/06/95 J.D. Camps & Assoc., Inc. 8,000 10/09/95 " 3,000 10/09/95 " 3,000 09/20/94 Michael E. Portnoy 2,000 10/27/94 " 4,000 12/09/94 " 6,000 08/16/95 " 5,000 08/17/95 " 2,000 08/17/95 " 3,000 09/21/94 " 1,200 09/23/94 " 3,000 05/11/95 " 2,000 05/30/95 " 1,000 05/31/95 " 500 10/12/95 " 200 11/02/95 " 5,000 11/16/95 " 3,000 11/22/95 " 5,000 03/20/95 " 2,150 03/22/95 " 3,300 12/16/94 Howard Foster Company 3,000 12/16/94 " 7,000 12/16/94 " 2,500 12/28/94 " 01/15/96 Mark R. Tonucci 4,500 11/20/95 " 500 09/27/94 T.H. Fitzgerald 2,000 08/16/95 Peter Sorokin 5,000 08/23/95 Mark A. Fries 200 08/23/95 " 1,400 11/03/95 Nancy Taylor (Fries Spouse) 3,000 11/16/95 " 2,000 02/09/95 Gary B. Davidson 600 02/09/95 " 1,000 02/13/95 " 1,500 02/13/95 " 1,200 02/13/95 " 3,100 02/16/95 " 400
PLEASE COMPLETE AND RETURN THE RED PROXY CARD 9 OPPOSITION PROXY CARD - NO. 2 Summit Family Restaurants, Inc. Special Meeting of Stockholders -- To Be Held July 12, 1996 SOLICITED BY THE OPPOSITION GROUP The undersigned hereby appoints Susan W. Trenham, as proxy of the undersigned, with full power to appoint her substitute, to represent and to vote, as designated below, all of the shares of common stock, of Summit Family Restaurants, Inc. standing in the name of the undersigned at the above Special Meeting and at any adjournment or postponement thereof, (A) TO VOTE FOR THE RESIGNATION OR REMOVAL OF PRESENT DIRECTORS THE PRESENT MEMBERS OF THE BOARD OF DIRECTORS: CLASS II DIRECTORS WHOSE TERMS EXPIRE IN 1996, INCLUDING NORTON PARKER, CARL R. HAYS, THOMAS J. RUSSO; CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 1997, INCLUDING NORMAN N. HABERMANN, CLARK D. JONES; CLASS I DIRECTOR RON N. PAUL WHOSE TERM EXPIRES IN 1998. FOR [ ] AGAINST [ ] ABSTAIN [ ] THE RESIGNATION OR REMOVAL OF ALL DIRECTORS LISTED ABOVE Instruction: To vote against the resignation or removal of any director, write the director's name on the space below. - ------------------------------------------------------------------------------- (B) ELECTION OF NEW DIRECTORS FOR [ ] AGAINST [ ] ABSTAIN [ ] ALL NOMINEES LISTED BELOW SUSAN W. TRENHAM, HAROLD FOX, JAMES POMROY, VIDA ICENOGLE, EUGENE CAFIERO, AND BEVERLY SASSOON Instruction: To vote against any individual nominee, write that nominee's name on the space provided below. - ------------------------------------------------------------------------------- THE OPPOSITION GROUP RECOMMENDS A VOTE FOR THE RESIGNATION OR REMOVAL OF PRESENT DIRECTORS AND THE ELECTION OF NEW DIRECTORS. YOU MAY VOTE ONLY ON THE MATTERS REFERRED TO ON THIS CARD (PLEASE SIGN AND DATE ON THE REVERSE SIDE) THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER ON THE REVERSE SIDE OF THIS PROXY. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR THE RESIGNATION OR REMOVAL OF THE PRESENT DIRECTORS OF SUMMIT FAMILY RESTAURANTS, INC. Date , 1996 --------------------- -------------------------------------- (Signature of shareholder) Please sign your name exactly as it appears hereon and mail this proxy in the enclosed envelope. Where there is more than one owner, each should sign. When signing as an executor, administrator, guardian or trustee, please add your title as such. If executed by a corporation, the proxy should be signed by a duly authorized officer. -----END PRIVACY-ENHANCED MESSAGE-----