-----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, DSEo8Xvo+ShebI2uCX21VgpBmdo95MX3MIVlaKpLvN6JjhNwfWR8f+fhReGO3w6e eJscPPqB532rFWcAgi5y7Q== 0000898430-96-003110.txt : 19960710 0000898430-96-003110.hdr.sgml : 19960710 ACCESSION NUMBER: 0000898430-96-003110 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960709 SROS: NONE 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06054 FILM NUMBER: 96592551 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: DFAN14A 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 DFAN14A 1 ADDITIONAL PROXY MATERIALS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 SUMMIT FAMILY RESTAURANTS INC - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) FIRST GLOBAL SECURITIES INC - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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: ------------------------------------------------------------------------- Notes: EX-99.2 2 DEAR SHAREHOLDER LETTER Dear Shareholder: The end of the discussion is at hand. There is really only one issue which is important. And that is--what is best for you? Some of the questions you must be asking yourself are: Can you hope for a new day and a new vision for Summit? Do you believe in the people and assets of Summit and that a new management can make the company successful? Are you able to see the vision the proposed Board wants to bring to you? Let's look together for a moment at whether there should be a tomorrow for Summit. First, who is the Opposition Group? We've given you their names but we have not really told you who they are: . Kennedy Capital Management, Inc. is the largest common shareholder in Summit. They beneficially own approximately 11% of the outstanding stock. Kennedy Capital is a registered investment advisor and manages $1.5 billion in assets. One of the reasons they invested in Summit is because they believed in the asset value. They are long term investors. They have endorsed the proposed Board and the proposed plan for Summit. They came forward because they do not believe CKE has made a good offer to Summit shareholders. . William H. Burgess is the retired Chairman of the Board of International Controls, a NYSE electronic aerospace company whose stock went from $4 to $40 under his management between 1979 and 1984. He owns 4,000 shares. . J.D. Campa and Associates is a registered investment advisor with approximately $20 mil. under management. They are a newer and younger firm. They own 14,000 shares of Summit. . Michael E. Portnoy and Mark R. Tonucci are registered investment advisors. They advise on approximately $275 million in assets. They own 47,250 shares of Summit. . Howard Foster & Company is a registered investment advisor for pension funds and high net worth individuals. They own 26,000 shares of Summit. . T. H. Fitzgerald is a registered investment advisor. He owns 2,000 shares of Summit. . Peter Sorokin is an attorney in Hartford, Conn. He owns 5,000 shares. . Gary B. Davidson is a private funds manager. He previously managed a real estate investment trust. He would like to see a Baywatch episode filmed at the 'Wave Cafe'. He beneficially owns 4,100 shares. . Mark A. Fries is a partner is an independent insurance agency. He owns 9,600 shares. They look at Summit and they see people and assets. They see that another day is possible for Summmit. A proposed Board and management have come forward with the willingess to put their names, time, and effort on the line. For those who don't live in Southern California, Bob Morris, the proposed President, is a legend. Gladstones at Malibu is a stopping point for virtually every Californian who goes near that part of the coast. Bob sold the Gladstones at Malibu and went into a new Gladstones at Universal CityWalk with MCA. MCA made a thirty year contract with Bob Morris and Harold Fox, a proposed director and CFO, to oversee Gladstones. It tells you a bit about the confidence that one of the largest corporations in America has in their talents. Jim Pomroy and Beverly Sassoon are both marketing geniuses. Eugene Cafiero, the former President of Chrysler, Jim Pomroy, and Harold Fox bring a long history of operational turnarounds and delivery of profits to shareholders. Despite what Summit has said, Susan Trenham has had an outstanding career and has brought together the people and the plans outlined to you to look for a new day for Summit. Vision is a nebulous thing. All of us have had it at one time or the other. Some of us look at a piece of dirt and see a vegetable garden, a rose garden, or a skyscraper. "SUMMIT MANAGEMENT IS SOUND AND HIGHLY QUALIFIED" Clark D. Jones, Chairman, June 25, 1996 Some, at a given moment, just see a piece of dirt. They have no vision. On the one hand you're told management of the company is sound; even though they haven't paid you a dividend for eight years, they say they can't get a better price for Summit, and they say the company is not viable; leaving the impression that the company got into difficulty all by itself without their direction. Then you have an Opposition Group which says "No!" fellow shareholders, "We think there is more value there, we think we have a group which can make the company work, and which we think can deliver you profits". Summit management comes back and paints a bleak picture but doesn't explain why anyone would have an ulterior motive other than wanting something better for shareholders. Summit management wants you to go away. We don't know why. We find ourselves wondering whether there are actions of the Board which will be buried when Summit is buried within CKE. Why hasn't the discussion just stayed focused on the issues within Summit? You heard us say it before. We have come forward in Summit because we didn't feel the price is fair. We see the pieces that can be straightened out and turned into a viable successful company. Where others may see failure we see challenge and opportunity. The Board which has 1.5% of the voting shares of Summit, is saying to you that if they didn't make it a success no one can make it a success. They are telling you that they have no vision for the company. They want to discredit the efforts of the Opposition Group but they don't explain how anyone will gain other than the shareholders if the Opposition Group succeeds. "JB'S IS NO LONGER A VIABLE CONCEPT." David Pertl, CFO Summit, Orange County Register, June 20, 1996 The Summit Board keeps asking why the Opposition Group doesn't make an offer for your stock. The Opposition Group already includes the largest common shareholder in Summit. It is with total arrogance that the Board, which has run Summit into the ground, dismisses the largest common shareholder and the other shareholders who want to see the company become profitable and do not want to have it terminated. Summit maintains that Noble Trenham is a participant in the Opposition Group. The Summit Board apparently can't explain its own actions so it has attempted to focus you on Noble Trenham. They have tried to say that since Noble has a history of stepping forward to represent his clients and shareholders with considerable success for both, sometimes in ways that Boards have not liked, that there is some nefarious effort at hand. The Board recounted, misleadingly, a history of business litigation on Noble, made false statements about Susan Trenham, and didn't bother to recount their own history of litigation. Noble Trenham has not been a participant in the efforts of the Opposition Group. There is no reason that he couldn't have been but he hasn't. However, we have been advised that Summit plans to remain focused on whether Noble has participated in the Opposition Group. First Global has obtained an opinion from Counsel that under proxy rules he is not a participant. Since Summit is so adamant in their position we thought we would tell you a bit about him. Noble Trenham was born in Los Angeles, Ca. and graduated from LA High School. He received a BA in economics from USC. He served in the Navy as a carrier based night interceptor jet pilot for three years. He spent three years traveling around the world and climbed Mt. Kilamanjaro on two occasions. He joined the securities industry thirty years ago with Blyth Eastman Dillon and later with Shearson Hayden Stone. He later established First Wilshire Securities as an investment advisor. In 1986, he sold his interest in First Wilshire Securities Management and established the predecessor firm to First Global Securities, Inc. He has put out twenty-five published reports in the past thirty years and all of the companies produced gains for shareholders. I would like to take a moment to thank those who have been so supportive of the efforts of the Opposition Group. I would also like to thank the nominees who have committed to make Summit a better company if the shareholders make that decision. And finally, I would like to thank you, fellow shareholders, for listening and giving time to the decision you have to make about your company. You have been bombarded with information and some of the information, we believe, has been obscured. The Summit Board states that under their By-Laws and the Laws of Delaware that we cannot ask for the resignation of Directors and vote for new directors at the Special Meeting. They have not told you that that is a matter of opinion which will be decided by the Chancery Court in the State of Delaware. Please return both of your red proxy cards. If you go with CKE you will get your $2.63 and a small number of shares of CKE. You own 100% of Summit as a group. If the merger is completed you will own 3.65% of CKE. CKE is working for its shareholders--not for you. In the end we know that you as a group will do what is best for Summit Family Restaurants, Inc. and for yourselves as shareholders. REMEMBER IF YOU HAVE PREVIOUSLY VOTED YOU MAY STILL CHANGE YOUR VOTE. IT IS THE LAST DATE ON THE CARD THAT IS COUNTED. Sincerely, /s/ SUSAN W. TRENHAM Susan W. Trenham July 3, 1996 -----END PRIVACY-ENHANCED MESSAGE-----