Is 25% in the proxy-- we were expecting closer to 30%-- but that is close enough.
I do like the new Team:
MANAGEMENT OF THE COMPANY
Post-Merger Management of the Company
As part of the merger, as of the closing, the number of directors on the Company's Board will be increased to six; all of the directors of the Company, other than Mr. Gallagher and Mr. Heesch; will resign; and the shareholders will elect four persons as directors of the Company. Each director will hold office until the Annual Meeting of shareholders in 1999, except Messrs. Gallagher and Heesch whose term will expire in June 1999. Cumulative voting is not permitted in the election of directors. In the absence of instructions to the contrary, the person named in the accompanying proxy will vote in favor of the election of all persons named below as the Company's nominees for directors of the Company. Each nominee has consented to be named herein and to serve if elected. It is not anticipated that any nominee will become unable or unwilling to accept nomination or election, but if such event occurs, the person named in the Proxy intends to vote for the election in his stead of such person as the Board of Directors of the Company may recommend.
The following table sets forth certain information as to the persons who are nominated to serve as directors and certain information regarding the executive officers of the Company after the merger.
Name Age Office
William J. Gallagher 58 Director
Theodore M. Heesch 60 Director
Clyde Culp III 56 Chairman of the Board of Directors,
President and Chief Executive Officer
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Name Age Office
Richard Tanner 45 Director
James R. Walker 49 Director
Thomas J. Haas 58 Director
Robert J. Hoffman 51 Senior Vice President of Operations
Timothy R. Robinson 35 Vice President and Chief Financial Officer
Background of the Members of the Post-Merger Management of the Company
William J. Gallagher has been the Chairman and Chief Executive Officer of the Company since December 1996 and devotes 90% of his time in this capacity. In addition, he is President of Jagbanc Capital Ltd., a merchant bank headquartered in San Antonio, Texas. From February 1991 to September 1994, Mr. Gallagher was the founder and then Chairman and CEO of WaterMarc Food Management, Inc., a multi-concept restaurant chain and barbecue sauce producer. Mr. Gallagher also served as a director of Cluckers Wood Roasted Chicken, Inc., the developer and franchisor of the "Cluckers" restaurant concept, from June 1993 to November 1994.
Theodore M. Heesch has been a registered architect specializing in restaurant and hotel design since 1967. From 1981 to 1987, he was employed by McFaddin Kendrick, Inc., an entertainment club developer, as Executive Vice President. In 1988, Mr. Heesch formed TMHI to offer consulting services to the hospitality industry, specializing in the design and development of food and beverage facilities. Since June 1994, Mr. Heesch has been Senior Vice President of Development for McFaddin Partners, a restaurant developer.
Clyde Culp III currently serves as the Chairman and Chief Executive Officer of TRC and will assume the position of Chairman of the Board of Directors and Chief Executive Officer of the Company upon completion of the merger. Mr. Culp has held numerous executive positions during his 28-year career within the hotel and restaurant industry. He has served in his current position with TRC since November 1996. From 1993 to 1996, Mr. Culp served as President and Chief Executive officer of the 1,500 unit Long John Silvers Restaurant Chain. From 1990 to 1993, he served as President and Chief Executive Officer of Embassy Suites Hotels and also served as Chief Operating Officer of Holiday Inns from 1987 to 1990. In 1975, Mr. Culp founded Davco Foods, which grew to 146 stores and was the largest Wendy's Hamburger franchisee in the world.
Richard Tanner is the founder of the Rick Tanner's Original Grill concept and is currently the president of TRC. Upon completion of the merger, Mr. Tanner will become a director of the Company and become a real estate and franchise consultant managing the Company's real estate and franchise committees. Mr. Tanner will also continue to consult in all aspects of restaurant engineering, design, layout, menu modifications, and continue to be the marketing spokesman.
James R. Walker has been the owner and operator of Sim's Wholesale Co., Inc. in Lynchburg, Virginia, since 1986 and is also a Visiting Professor of Business Administration at the Darden Graduate
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School of Business at the University of Virginia, a position he has held since 1995. He has held marketing management positions at Smith Kline Beecham, Inc. and Eli Lilly and Co.
Thomas J. Haas is currently chairman/CEO of his own company providing strategic analysis marketing and sales services to several clients in the food service industry. He is also chairman and founder of the President's Leadership Conference for CEOs of major multi-unit restaurant chains. Mr. Haas has served on the Board of the Culinary Institute, worked as a consultant with several universities, and has been active with the National Restaurant Association and the International Food Service Manufacturers' Association. Prior to forming his own business in 1990, he served as Executive Vice President of CFS Continental and planning strategist for Ryhoff Sexton. From 1972 to 1985, Mr. Haas was the editor of Nation's Restaurant News, a prominent publication serving the restaurant industry.
Robert J. Hoffman has served as Senior Vice President of Operations of TRC since 1996 and will serve as the Senior Vice President of Operations of the Company upon completion of the merger. Mr. Hoffman is an industry executive with over 30 years' experience in restaurant operations. Prior to joining TRC, from 1994 to 1996, Mr. Hoffman served as a Vice President for Miami Subs and was responsible for operations and training of 260 company-owned and franchised restaurants. From 1969 to 1993, he served as Senior Vice President of Operations with Metromedia Steakhouse LP, a restaurant company which operated 836 Ponderosa Steakhouses.
Timothy R. Robinson has served as the Vice President and Chief Financial Officer of TRC since December 1996, and will continue in the same capacity for the Company upon the completion of the merger. Prior to joining TRC, Mr. Robinson served as a senior manager with Coopers & Lybrand, LLP in Atlanta, Georgia, and has been engaged in public accounting since 1986. He was responsible for numerous audits of publicly held companies and has extensive financial reporting experience. Mr. Robinson is a certified public accountant and holds a B.B.A. degree in accounting from Georgia State University.
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