Edgar Filing: OUTBACK STEAKHOUSE INC

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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[ ] Definitive Additional Materials
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OUTBACK STEAKHOUSE, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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(LOGO)

OUTBACK STEAKHOUSE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 25, 2001

Notice is hereby given that the Annual Meeting of Stockholders of
OUTBACK STEAKHOUSE, INC. (the "Company") will be held at the Tampa Bay
Performing Arts Center Morsani Hall, 1010 MacInnes Place North, Tampa, Florida
33602, on Wednesday, April 25, 2001 at 10:00 A.M., Tampa time, for the following
purposes:

1. To elect five directors, each to serve for a term of three
years and until his or her successor is duly elected and
qualified; and

2. To transact such other business as may properly come before
the meeting.

Only stockholders of record at the close of business on March 1, 2001
are entitled to notice of and to vote at the meeting or any adjournment or
postponement of the meeting.

By Order of the Board of Directors

March 28, 2001 JOSEPH J. KADOW
Secretary

STOCKHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.

OUTBACK STEAKHOUSE, INC.

PROXY STATEMENT

This statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of OUTBACK STEAKHOUSE,
INC., a Delaware corporation (the "Company"), to be held on Wednesday, April 25,
2001 at 10:00 A.M., Tampa time, at the Tampa Bay Performing Arts Center Morsani
Hall, 1010 MacInnes Place North, Tampa, Florida 33602, and at any adjournment or
postponement of the meeting. The Notice of Annual Meeting, this statement and
the accompanying proxy, together with the Company's Annual Report to
Stockholders for the year ended December 31, 2000 are first being sent to
stockholders on or about March 28, 2001.

The close of business on March 1, 2001 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting. At that date, the Company had outstanding 76,712,574 shares of
Common Stock, $.01 par value ("Common Stock"), each of which will be entitled to
one vote.

ELECTION OF DIRECTORS

The Board of Directors (the "Board") has fixed the number of directors
of the Company, pursuant to the Company's Bylaws, at 13. The 13 directors are
divided into two classes of four directors each and one class of five directors.
At the meeting, the stockholders will vote on the election of the five nominees
named below, each to serve for a term of three years and until his or her
successor is duly elected and qualified. A plurality of the shares of Common
Stock present in person or represented by proxy at the meeting is required for
the election of directors. Consequently, the five nominees who receive the
greatest number of votes will be elected as directors of the Company. Common
Stock represented by proxies, unless otherwise specified, will be voted for the
election of the five nominees named below.

The following information identifies the persons nominated for election
as a director and each director of the Company whose term of office will
continue after the meeting.

NOMINEES FOR ELECTION AT THE ANNUAL MEETING

DIRECTOR TERM
NAME AGE SINCE EXPIRES
---- --- -------- -------

Paul E. Avery ................ 41 1998 2004
John A. Brabson, Jr .......... 60 1992 2004
Charles H. Bridges ........... 70 1992 2004
J. Timothy Gannon ............ 52 1991 2004
Lee Roy Selmon ............... 46 1994 2004

Paul E. Avery.................. President of Outback Steakhouse of Florida,
Inc. ("OSF"), the Company's predecessor and
wholly owned subsidiary, since April 1997.
From 1993 to 1997, Mr. Avery served as
Senior Vice President of OSF.

John A. Brabson, Jr............ President of Brabson Investments, Inc.,
since January 2000. From 1996 to January
2000, Mr. Brabson served as Chairman of the
Board of Lykes Bros. Inc., a privately owned
holding company. From 1989 to 1996, Mr.
Brabson served as Chairman, Chief Executive
Officer and President of Peoples Gas System,
Inc., a gas service utility company.

Charles H. Bridges............. Vice President, Treasurer and director,
since 1993, of Matilda Management Company, a
private restaurant management company that
operates Outback Steakhouse(R)restaurants in
northern California as a franchisee of the
Company.

J. Timothy Gannon.............. Founder and Senior Vice President of the
Company since its formation in 1991.

Lee Roy Selmon................. Associate Athletic Director for External
Affairs, University of South Florida since
1993.

DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE ANNUAL MEETING

DIRECTOR TERM
NAME AGE SINCE EXPIRES
---- --- -------- -------

Robert D. Basham............... 53 1991 2002
W. R. Carey, Jr................ 53 1992 2002
Debbi Fields-Rose.............. 44 1996 2003
Edward L. Flom................. 71 1991 2003
Robert S. Merritt.............. 49 1992 2003
Nancy Schneid.................. 42 1995 2002
Chris T. Sullivan.............. 53 1991 2003
Toby S. Wilt................... 56 1997 2002

Robert D. Basham............... Founder, President and Chief Operating
Officer of the Company since its formation
in 1991.

W. R. Carey, Jr................ President and Founder of Corporate Resource
Development, a sales and marketing
consulting and training firm since 1981. Mr.
Carey also serves as a director of
kforce.com, Inc. and Crosswalk.com, Inc.

Debbi Fields-Rose.............. Founder of Mrs. Fields, Inc., an
international franchisor and operator of
retail dessert stores, serving as Chairman
of the Board from 1992 to 1996.

Edward L. Flom................. Retired; until 1993, Chairman and Chief
Executive Officer of Florida Steel
Corporation, a steel manufacturer and
fabricator.

Robert S. Merritt.............. Senior Vice President-Finance, Chief
Financial Officer and Treasurer of the
Company since 1991.

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Nancy Schneid.................. Senior Vice President - Marketing and
Advertising of OSF since October 2000. From
1991 to October 2000, Vice
President-Marketing of OSF.

Chris T. Sullivan.............. Founder, Chairman and Chief Executive
Officer of the Company since its formation
in 1991.

Toby S. Wilt................... Chairman of Christie Cookie Company since
1989, and President of TSW Investment
Company since 1987.

The Board held four meetings in 2000. Each director attended 75% or
more of the aggregate number of Board meetings and meetings of the committees on
which they served. The Board has an Audit Committee, a Compensation Committee
and a Nominating Committee.

The members of the Audit Committee are Messrs. Brabson, Carey, and Wilt
and Mrs. Fields-Rose. Mr. Carey serves as Chairman of the Audit Committee. The
Audit Committee held two meetings during 2000. The Audit Committee is
responsible for reviewing the audit plans of the Company's independent auditors,
evaluating the adequacy of and monitoring compliance with the Company's
accounting policies and reviewing the Company's annual financial statements. The
Board of Directors has adopted the Audit Committee Charter (the "Charter") that
is attached as Appendix A hereto.

The members of the Compensation Committee are Messrs. Bridges, Flom and
Selmon. Mr. Selmon serves as Chairman of the Compensation Committee. The
Compensation Committee held two meetings during 2000. The Compensation Committee
is responsible for establishing the compensation of executive officers and
administers the Company's Amended and Restated Stock Option Plan.

The Board of Directors established a Nominating Committee of three
members during the fiscal year 2000. The Nominating Committee currently consists
of Messrs. Brabson, Carey and Wilt. Mr. Brabson serves as Chairman of the
Nominating Committee. No meetings were held by the Nominating Committee during
2000. The Nominating Committee determines the Company's requirements for
directors and officers and recommends to the full Board nominees for election.
The Nominating Committee met in 2001 to recommend the nominees presented in this
Proxy Statement. The Nominating Committee does not accept nominations from
stockholders.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table describes the beneficial ownership of the Company's
Common Stock as of March 1, 2001 (except as noted) by each person known to the
Company to beneficially own more than five percent of the Company's Common
Stock, each director, each nominee for election as a director, each executive
officer, and all executive officers and directors as a group.

AMOUNT PERCENT
BENEFICIALLY OF
NAME OF BENEFICIAL OWNER OWNED (1) CLASS
------------------------ ------------ -------

Chris T. Sullivan(2)(3)................................................ 8,276,430 10.79%
Robert D. Basham(2)(4)................................................. 10,036,933 13.08%
J. Timothy Gannon(2)(5)................................................ 8,074,080 10.53%
Robert S. Merritt(6)................................................... 181,590 *
Paul E. Avery(7)....................................................... 389,830 *
Joseph J. Kadow(8)..................................................... 70,000 *
John A. Brabson, Jr.(9)................................................ 40,244 *
Charles H. Bridges(10)................................................. 0 *
W. R. Carey, Jr.(11)................................................... 45,000 *
Debbi Fields-Rose(12).................................................. 0 *
Edward L. Flom(13)..................................................... 129,328 *
Nancy Schneid(14)...................................................... 150,876 *
Lee Roy Selmon(15)..................................................... 15,000 *
Toby S. Wilt(16)....................................................... 75,000 *
Multi-Venture Partners, Ltd.(2)........................................ 7,874,080 10.26%
T. Rowe Price Associates, Inc.(17)..................................... 6,159,650 8.03%
FMR Corp(18) .......................................................... 7,236,450 9.43%

All directors and executive officers as a group (14 persons)........... 11,736,151 15.30%

---------------
*Less than one percent.

(1) The named stockholders have sole voting and dispositive power with
respect to all shares shown as being beneficially owned by them, except
as otherwise indicated.

(2) Multi-Venture Partners, Ltd. ("MVP") is an investment partnership
formed by Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon.
Messrs. Sullivan, Basham and Gannon are the only limited partners in
MVP and are the only members of MVP's sole general partner, SBG
Investments, L.L.C. ("SBG"), a limited liability company. The
management of MVP is controlled by SBG, which owns a .932759% general
partnership interest in MVP. Mr. Sullivan owns a 38.099786% limited
partner interest in MVP and 40% of the member interests in SBG; Mr.
Basham owns a 38.099786% limited partner interest in MVP and 40% of the
member interests in SBG; and Mr. Gannon owns a 22.867669% limited
partner interest in MVP and 20% of the member interests in SBG.

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(3) Consists of (i) 7,874,080 shares owned by MVP; (ii) 346,938 shares
owned by Sullivan Family Investments, Ltd., a family limited
partnership of which Mr. Sullivan serves as general partner; and (iii)
2,568 shares owned by Mr. Sullivan's children for whom Mr. Sullivan
serves as custodian. Mr. Sullivan shares voting and dispositive power
with respect to Common Stock owned by MVP.

(4) Consists of (i) 7,874,080 shares owned by MVP; and (ii) 1,940,000
shares owned by the Robert D. Basham Irrevocable Trust Agreement of
2000 of which Mr. Basham is the beneficiary. Mr. Basham shares voting
and dispositive power with respect to Common Stock owned by MVP.

(5) Consists of 7,874,080 shares owned by MVP. Mr. Gannon shares voting and
dispositive power with respect to Common Stock owned by MVP.

(6) Consists of 37,500 shares underlying stock options that Mr. Merritt has
the right to acquire at an exercise price of $17.59 per share. Does not
include 750,000 shares underlying stock options that are not
exercisable within 60 days of March 1, 2001.

(7) Consists of 112,500, 150,000, and 103,000 shares underlying stock
options that Mr. Avery has the right to acquire at exercise prices of
$14.33, $17.67 and $15.00 per share, respectively. Does not include
200,000 shares underlying stock options that are not exercisable within
60 days of March 1, 2001.

(8) Consists of 43,000 and 27,000 shares underlying stock options that Mr.
Kadow has the right to acquire at exercise prices of $16.11 and $15.00
per share, respectively. Does not include 150,000 shares underlying
stock options that are not exercisable within 60 days of March 1, 2001.

(9) Consists of (i) 15,003 shares underlying stock options that Mr. Brabson
has the right to acquire at an exercise price of $6.67 per share; and
(ii) 1,500 shares owned by The John A. Brabson, Jr. Money Purchase
Pension Plan f/b/o John A. Brabson, Jr. Does not include share
equivalents representing shares held under the Directors' Deferred
Compensation and Stock Plan.

(10) Does not include share equivalents representing shares held under the
Directors' Deferred Compensation and Stock Plan.

(11) Consists of 45,000 shares underlying stock options that Mr. Carey has
the right to acquire at an exercise price of $10.67 per share. Does not
include share equivalents representing shares held under the Directors'
Deferred Compensation and Stock Plan.

(12) Does not include share equivalents representing shares held under the
Directors' Deferred Compensation and Stock Plan.

(13) Consists of 129,328 shares held by the Edward Leonard Flom Revocable
Trust of which Mr. Flom is the grantor and sole trustee. Does not
include share equivalents representing shares held under the Directors'
Deferred Compensation and Stock Plan.

(14) Consists of 74,250, 30,000 and 30,000 shares underlying stock options
that Ms. Schneid has the right to acquire at exercise prices of $.75,
$17.47 and $15.00 per share, respectively. Does not include 175,000
shares underlying stock options that are not exercisable within 60 days
of March 1, 2001.

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(15) Consists of 15,000 shares underlying stock options that Mr. Selmon has
the right to acquire at an exercise price of $17.50 per share. Does not
include share equivalents representing shares held under the Directors'
Deferred Compensation and Stock Plan.

(16) Includes 45,000 shares underlying stock options that Mr. Wilt has the
right to acquire at an exercise price of $15.00 per share. Does not
include share equivalents representing shares held under the Directors'
Deferred Compensation and Stock Plan.

(17) Based on a Schedule 13G filed by T. Rowe Price Associates, Inc., a
Maryland corporation ("T. Rowe Price") with the Securities and Exchange
Commission ("SEC") on February 9, 2001, reflecting beneficial ownership
as of December 31, 2000. These shares are owned by various individual
and institutional investors for which T. Rowe Price serves as
investment adviser with power to direct investments. T. Rowe Price has
sole power to vote 786,050 of the shares. For purposes of the reporting
requirements of the Securities Exchange Act of 1934 ("Exchange Act"),
T. Rowe Price is deemed to be a beneficial owner of such shares;
however, T. Rowe Price expressly disclaims that it is, in fact, the
beneficial owner of such shares.

(18) Based on a Schedule 13G filed by FMR Corp., a Massachusetts
corporation, with the SEC on February 14, 2001, reflecting beneficial
ownership as of December 31, 2000. Includes: (i) 5,512,000 shares
beneficially owned by Fidelity Management & Research Company
("Fidelity"); (ii) 1,438,550 shares beneficially owned by Fidelity
Management Trust Company ("FMTC"); and (iii) 285,900 shares
beneficially owned by Fidelity International Limited ("International").
FMR Corp. has the sole power to vote or direct the vote of 1,567,150
shares and no shared voting power. FMR Corp. has the sole power to
dispose of all 7,236,450 shares.

The mailing address of the Company and of Messrs. Sullivan, Basham and
Gannon is 2202 North Westshore Boulevard, 5th Floor, Tampa, Florida 33607. The
address of MVP and SBG is 3111 South Valley View, Suite A-219, Las Vegas, Nevada
89102. The address of T. Rowe Price is 100 East Pratt Street, Baltimore,
Maryland 21202. The address of FMR Corp. is 82 Devonshire Street, Boston,
Massachusetts 02109.

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EXECUTIVE COMPENSATION

The following table describes the compensation earned by the Company
and its subsidiaries to the Chief Executive Officer and the Company's four other
most highly compensated executive officers:

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- ------------------------------------------
AWARDS PAYOUTS
--------------------- --------
SECURITIES
OTHER UNDER-
ANNUAL RESTRICTED LYING ALL OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
SALARY BONUS SATION AWARD(S) SARS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) ($) (#) ($) ($)(2)
--------------------------- ---- ------- -------- ------- ---------- ---------- -------- ---------

Chris T. Sullivan 2000 430,500 0 9,482
Chairman and Chief 1999 430,500 363,147 8,956
Executive Officer 1998 410,000
0

Robert D. Basham 2000 430,500 0 9,482
President and Chief 1999 430,500 363,147 8,761
Operating Officer 1998 410,000
0

John Timothy Gannon 2000 320,250 0 8,884
Senior Vice President 1999 320,250 270,147 9,709
1998 305,000
0

Paul E. Avery 2000 420,000 669,330 200,000 2,348
President of OSF 1999 420,000 695,006 2,304
1998 400,000 651,273

Nancy Schneid 2000 300,000 40,500 100,000
Senior Vice President-Marketing 1999 300,000 56,250 75,000
and Advertising of OSF 1998 198,957 98,608

(1) In 1999, Messrs. Sullivan, Basham, and Gannon each received an annual
cash award based upon the Company meeting or exceeding specific targets
for earnings. Bonus amounts paid in 1998-2000 to Ms. Schneid represent
amounts paid under the Company's Corporate Employee Bonus Plan and a
discretionary bonus. Bonus amounts paid in 1998-2000 to Mr. Avery
represent amounts paid under the quarterly bonus plan established for
him by the Compensation Committee and the Company's Corporate Employee
Bonus Plan. See "Executive Compensation-Report by the Compensation
Committee on Executive Compensation-Cash Incentives" for a discussion
of these plans.

(2) Reflects the present value of the economic benefit for 1999 and 2000,
respectively, of the portion of the premium paid by the Company during
1999 and 2000 with respect to the split-dollar life insurance agreement
for the named individual (see "Employee Agreements" below for a
description of such agreements), based on the time period between the
date on which the premium was paid by the Company and December 31,
2000. Under the split-dollar life insurance agreement, the Company was
obligated to pay the premium for the split-dollar policy for only one
year, and may pay the premiums annually for ten years, ending in
November 7,

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2009. The Company paid only the premium on a related "key man" policy
of which the Company is a beneficiary, resulting in the substantial
reduction in the total premium payment.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

% OF
NUMBER OF TOTAL POTENTIAL REALIZABLE VALUE AT
SHARES OPTIONS/SARS EXERCISE ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO OR BASE STOCK PRICE APPRECIATION
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM
NAME GRANTED FISCAL YEAR ($/SH) DATE 5% 10%
---- ------------ ------------ -------- ---------- ---------- ----------

Paul E. Avery (1) 200,000 6.83% $24.94 02/02/2010 $3,136,926 $7,949,587
Nancy Schneid (2) 100,000 3.42% $24.94 02/02/2010 $1,568,463 $3,974,794

---------------
Messrs. Sullivan, Basham and Gannon did not receive option grants
during 2000.

(1) Exercisable as follows: (a) 40,000 shares on or after January 1, 2003;
(b) 40,000 shares on or after January 1, 2004; and (c) 120,000 shares
on or after January 1, 2005.
(2) Exercisable as follows: (a) 20,000 shares on or after January 1, 2003;
(b) 20,000 shares on or after January 1, 2004; and (c) 60,000 shares on
or after January 1, 2005.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUE TABLE

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS AT
SHARES AT FY-END (#)(1) FY-END ($)*
ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------

Paul E. Avery (1) 47,000 $827,375 365,500 200,000 $3,560,403 $138,000
Nancy Schneid(2) 15,000 $453,194 134,250 175,000 $2,411,040 $125,625

---------------
*Based on $25.63, the average high and low sales prices of the Company's Common
Stock on December 31, 2000 as quoted on the New York Stock Exchange.

Messrs. Sullivan, Basham and Gannon do not have any options.

(1) Of the 565,500 stock options held by Mr. Avery as of December 31, 2000,
(i) 112,500 were granted on September 1, 1993, expire on September 1,
2003, and were exercisable in full as of December 31, 2000 at an
exercise price of $14.33 per share; (ii) 150,000 were granted on
January 25, 1995, expire on January 25, 2005, and were exercisable in
full as of December 31, 2000 at an exercise price of $17.67 per share;
(iii) 150,000 were granted on July 23, 1997, expire on July 23, 2007,
and were exercisable in full as of December 31, 2000 at an exercise
price of $15.00 per share; and (iv) 200,000 were granted on February 2,
2000, expire on February 2, 2010, and are exercisable as follows at an
exercise price of $24.94 per share: (a) 40,000 shares on or after
January 1, 2003, (b) 40,000 shares on or after January 1, 2004, and (c)
120,000 shares on or after January 1, 2005.

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(2) Of the 309,250 stock options held by Ms. Schneid as of December 31,
2000, (i) 74,250 were granted on May 3, 1991, expire on May 3, 2001,
and were exercisable in full as of December 31, 2000 at an exercise
price of $0.75 per share, (ii) 30,000 were granted on July 1, 1994,
expire on July 1, 2004, and were exercisable in full as of December 31,
2000 at an exercise price of $17.47 per share, (iii) 30,000 were
granted on July 23, 1997, expire on July 23, 2007, and were exercisable
in full as of December 31, 2000, at an exercise price of $15.00 per
share; (iv) 75,000 were granted on January 27, 1999, expire on January
27, 2009, and are exercisable as follows at an exercise price of
$24.8750 per share: (a) 15,000 shares on or after January 27, 2002, (b)
15,000 shares on or after January 27, 2003, and (c) 45,000 shares on or
after January 27, 2004; and (v) 100,000 were granted on February 2,
2000, expire on February 2, 2010, and are exercisable as follows at an
exercise price of $24.94 per share: (a) 20,000 shares on or after
January 1, 2003, (b) 20,000 shares on or after January 1, 2004, and (c)
60,000 shares on or after January 1, 2005.

REPORT BY THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

The Company's executive compensation program is administered by the
Compensation Committee of the Board, which has responsibility for all aspects of
the compensation program for the executive officers of the Company. The
Compensation Committee consists of three directors whose names are listed at the
end of this report, each of whom is a Non-Employee Director within the meaning
of Rule 16b-3 under the Exchange Act.

The Compensation Committee's primary objective with respect to
executive compensation is to establish programs that attract and retain key
managers and align their compensation with the Company's overall business
strategies, values, and performance. To this end, the Compensation Committee
established and the Board endorsed an executive compensation philosophy for 2000
that included the following considerations:

* a "pay-for-performance" feature that differentiates
compensation results based upon the Company's annual financial
performance;

* stock incentives, in certain cases, as a component of total
compensation to closely align the interests of the Company's executives
with the long-term interests of stockholders that facilitate the
retention of talented executives and encourage Company stock ownership
and capital accumulation; and

* emphasis on total compensation versus cash compensation,
under which base salaries are generally set somewhat lower than
competitive levels but that motivates and rewards Company executives
with total compensation (including incentive programs) at or above
competitive levels, if the financial performance of the Company meets
or exceeds goals established for the year.

For 2000, the Company's executive compensation program was comprised of
the following primary components: (a) base salaries; (b) cash incentive
opportunities; and (c) long-term incentive opportunities in the form of stock
options for certain executives. Each primary component of pay is discussed
below.

BASE SALARIES. The Compensation Committee generally attempts to set
base salaries of executive officers at levels that are below "market" rates, as
determined from information gathered by the Company from companies that are
similar in size and in the same industry group as the Company and that were used
by Dow Jones in compiling the Entertainment and Leisure-Restaurants Index. Base
salaries are subject to annual review and adjustment on the basis of individual
and Company performance, level of responsibility, individual experience, and
competitive, inflationary,

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and internal equity considerations. In 2000, the base salary of Chris T.
Sullivan, the Company's Chief Executive Officer, was $430,500, the same as 1999,
and was based on such factors as the Company's profitability, cash flow and
capital spending for the prior fiscal year, the aggregate number of new
restaurants opened during the prior fiscal year, increases in percentage of same
store sales versus budget forecasts, and subjective considerations such as
overall employee morale, succession planning, general personnel problems, and
the Company's competitive position. The Compensation Committee believes that the
executive salaries established by the Compensation Committee, including the
salary paid to Mr. Sullivan, the Company's Chief Executive Officer, are lower
than the range of salaries paid by the companies surveyed.

CASH INCENTIVES. In 2000, Company executives were eligible to receive
quarterly and/or annual cash bonus awards to focus attention on achieving key
goals pursuant to the following bonus plans that are designed to provide
competitive incentive pay only in the event performance objectives are met or
exceeded.

Annual Cash Incentives for Messrs. Sullivan, Basham, and Gannon.
Messrs. Sullivan, Basham and Gannon were eligible to receive annual cash bonus
awards based upon the Company meeting or exceeding specific targets for earnings
as reflected in the Company's financial plan submitted by management and
approved by the Compensation Committee and the Board based on a variety of
factors. In the event the Company met or exceeded the after-tax earnings portion
of the Company's financial plan for the year, in 2000 Messrs. Sullivan, Basham
and Gannon would earn a bonus of 25% of each executive's base salary. Also, in
such event, the Compensation Committee would establish a bonus pool equal to 25%
of the difference between the actual after-tax earnings and the financial plan
target, less the aggregate annual bonus amounts previously paid to Messrs.
Sullivan, Basham and Gannon, and would award this sum to Messrs. Sullivan,
Basham and Gannon, pro rata, based on their respective base salaries. In 2000,
no cash bonuses were paid to Messrs. Sullivan, Basham and Gannon.

Annual Cash Incentives for Mr. Avery and Ms. Schneid. All executive
officers other than Messrs. Sullivan, Basham and Gannon participate in the
Company's Corporate Employee Bonus Plan, which provides for a bonus based upon
the percentage that the after-tax earnings of the Company meets or exceeds the
after-tax earnings goal of the Company's annual financial plan, determined by
dividing the Company's after-tax earnings for the year by the after-tax earnings
reflected in the financial plan (the "Percentage of Plan Achieved"). For fiscal
2000, the Percentage of Plan Achieved equaled 101.4% and eligible executive
employees earned a bonus equal to 13.5% of their base salary.

Quarterly Cash Incentives for Mr. Avery. The Compensation Committee
believes that the success of restaurant operations is essential to the Company's
success, and established a separate quarterly incentive program for Mr. Avery.
In 2000, Mr. Avery was eligible to receive a quarterly bonus based upon the
Company meeting its operational plan. If the operational plan for a specific
quarter was met, Mr. Avery was entitled to earn a bonus of $150,000 for that
calendar quarter, subject to a 1% adjustment for each 1% above or below the
operational plan. In 2000, Mr. Avery earned quarterly bonuses aggregating
$612,630 under this plan.

LONG-TERM STOCK INCENTIVES. The Company's Amended and Restated Stock Option
Plan (the "Stock Option Plan") provides for the issuance of "incentive stock
options," within the meaning of Section 422 of the Internal Revenue Code, and
nonqualified stock options, for federal income tax purposes, to officers and
other employees of the Company. The Stock Option Plan was originally adopted by
the Board and stockholders in 1992 and amended. Grants to executives under the
Company's Stock Option Plan are designed to align a portion of the executive
compensation package with the long-term interests of the Company's stockholders
by providing an incentive that focuses attention on managing the Company from
the perspective of an owner with an equity stake in the business.

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13

Grants of stock options generally are limited to officers (other than
Messrs. Sullivan, Basham, and Gannon), managing partners of Company restaurants,
and other key employees and managers of the Company or its subsidiaries who are
in a position to contribute substantially to the growth and success of the
Company and its subsidiaries. Stock options are designed to reward exceptional
performance with a long-term benefit, facilitate stock ownership, and deter
recruitment of key Company personnel by competitors and others. In evaluating
annual compensation of executive officers (other than Messrs. Sullivan, Basham,
and Gannon), the Compensation Committee takes into consideration stock options
as a percentage of total compensation, consistent with its philosophy that stock
incentives more closely align the interests of Company managers with the
long-term interests of stockholders. In granting stock options to executive
officers, the Compensation Committee has considered the number and size of stock
options already held by an executive officer when determining the size of stock
option awards to be made to the officer in a given fiscal year. The terms of
stock options are established by the Compensation Committee.

Mr. Avery and Ms. Schneid are the only named executive officers of the
Company who were granted stock options in 2000. As of March 1, 2001, the named
executive officers appearing in the Summary Compensation Table held stock or the
right to acquire stock representing 14.48% of the Company's outstanding Common
Stock, assuming all outstanding options exercisable within 60 days of March 1,
2001 held by executive officers are exercised. Neither Mr. Sullivan, Mr. Basham,
nor Mr. Gannon, the Company's founders, have been granted options to acquire
shares of the Company's Common Stock.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), prohibits a deduction to any publicly held corporation for compensation
paid to a "covered employee" in excess of $1 million per year (the "Dollar
Limitation"). A covered employee is any employee who appears in the Summary
Compensation Table who is also employed by the Company on the last day of the
Company's calendar year. The Company generally structures its compensation
programs to avoid limitation on deductibility of compensation paid to covered
employees. The Compensation Committee may consider alternatives to its existing
compensation programs in the future with respect to qualifying executive
compensation for deductibility.

CONCLUSION. As described above, the Company's executive compensation
program is designed to provide a link between total compensation and the
Company's performance and long-term stock price appreciation consistent with the
compensation philosophies set forth above. This program has been established
since the Company's inception, and has been a significant factor in the
Company's growth and profitability and the resulting gains achieved by the
Company's stockholders.

COMPENSATION COMMITTEE

Charles H. Bridges
Edward L. Flom
Lee Roy Selmon, Chairman

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Charles H. Bridges, Lee Roy
Selmon, and Edward L. Flom, none of whom is or was an officer or employee of the
Company or any of its subsidiaries. Mr. Selmon serves as Chairman of the
Compensation Committee.

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On November 7, 2000, the Company opened a restaurant named "Lee Roy
Selmon's." This restaurant is owned by Selmon's/Florida-I, Limited Partnership.
OS Southern, Inc., a wholly owned subsidiary of the Company, is the sole general
partner and 70% owner of Selmon's/Florida-I, Limited Partnership. Lee Roy
Selmon, a director of the Company, owns a 10% limited partner interest in
Selmon's/Florida-I, Limited Partnership. Mr. Selmon acquired his interest in the
partnership in exchange for the use of his name and a capital contribution of
$101,000. The purchase price was established by the Board based on the value of
Mr. Selmon's name and the partnership's cash expenditure necessary to open the
restaurant.

REPORT BY THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company operates
under a written Charter adopted by the Board of Directors (attached hereto as
Appendix A) and is responsible for overseeing the company's financial reporting
process on behalf of the Board of Directors. The Audit Committee is composed of
three independent directors, as required by the New York Stock Exchange listing
standards. The Audit Committee annually recommends to the Board of Directors the
selection of the Company's independent auditors. For the year 2000,
PricewaterhouseCoopers LLP was the Company's independent auditor.

Management is responsible for the Company's financial statements and
the financial reporting process, including the systems of internal controls. The
independent auditors are responsible for performing an independent audit of the
Company's consolidated financial statements in accordance with generally
accepted auditing standards and expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting principles,
their judgments as to the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments and the clarity of
disclosures in the financial statements.

The Committee reviewed with the independent auditors the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. In addition, the
Committee has discussed with the independent auditors the auditors' independence
from management and the Company including the matters in the written disclosures
required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). The Audit Committee further considered
whether the provision by PricewaterhouseCoopers LLP of the non-audit services
described elsewhere in this Proxy Statement is compatible with maintaining the
auditors' independence.

Based upon (i) the Audit Committee's discussion with management and the
independent auditors, (ii) the Audit Committee's review of the representation of
management and (iii) the disclosures by the independent auditors to the Audit
Committee, the Audit Committee recommended to the Board of Directors that the
Company's audited consolidated financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000, for filing with
the Securities and Exchange Commission. The Audit Committee and the Board of
Directors have also recommended the selection of PricewaterhouseCoopers LLP as
the company's independent auditors for 2001.

W.R. Carey, Jr., Chairman
John Anderson Brabson, Jr.
Debbi Fields-Rose
Toby Stack Wilt

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During fiscal year 2000, PricewaterhouseCoopers LLP provided various
audit, audit-related and non-audit services to the Company as follows:

a) Audit Fees: Aggregate fees billed for professional services
rendered for the audit of the Company's fiscal year 2000
annual financial statements and review of financial statements
in the Company's Form 10 Q Reports: $134,750.

b) Financial Information Systems Design and Implementation Fees:
$382,500.

c) All Other Fees: $183,950.

The Audit Committee of the Board has considered whether provision of
the services described in sections (b), (c) and (d) above is compatible with
maintaining the independent accountant's independence and has determined that
such services have not adversely affected PricewaterhouseCoopers LLP's
independence. Upon recommendation of the Audit Committee, the Board of Directors
has appointed PricewaterhouseCoopers LLP as independent auditors to examine the
consolidated financial statements of the Company for the fiscal year ending
December 31, 2001.

DIRECTORS' COMPENSATION

Directors of the Company who are not employees of the Company receive
fees of $15,000 per year, $1,000 per Board meeting attended, and $500 per
committee meeting attended, plus the expenses of attending meetings. In July
1997, the Board adopted the Outback Steakhouse, Inc. Directors' Deferred
Compensation and Stock Plan ("Stock Plan"). Under the terms of the Stock Plan,
directors who are not employees of the Company are required to receive 50% of
their total fees in Common Stock of the Company and may choose to receive the
remaining 50% in cash and/or shares of Common Stock in the Company. The receipt
of any portion in shares of Common Stock of the Company may be deferred and held
as share equivalents under the Stock Plan for a period of time, as determined by
each director. In 2000, Messrs. Brabson and Wilt each received $10,000 in cash
and $10,000 in Common Stock; Mr. Bridges received $5,000.00 cash and $15,000 in
Common Stock, Mr. Carey received $2,625 in cash and $21,875 in Common Stock, Mr.
Selmon received $9,250 in cash and $9,250 in Common Stock; and Mr. Flom and Mrs.
Fields-Rose each elected to receive their fees of $20,000 each, all in Common
Stock. All of the fees taken in the form of Common Stock have been deferred for
the year 2000. During the year 2000, Mr. Brabson received 569 shares of Common
Stock pursuant to the payment of a deferral election under the Stock Plan.

Generally, upon election to the Board, each director who is not an
executive officer is granted a one-time stock option to acquire 45,000 shares of
Common Stock. The exercise price for such shares is equal to the closing sale
price of the Common Stock on the date of the grant as reported on the Nasdaq
National Market System for grant dates before June 15, 2000, or the New York
Stock Exchange for grant dates on or after June 15, 2000. Options granted to
directors generally are granted upon the same terms and conditions as options
granted to executive officers and key employees.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

In October 2000, the Company entered into an extension of the term of
the Employment Agreement with Mr. Avery, extending the term of his employment
for an additional five-year period. The Employment Agreement

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16

restricts the ability of Mr. Avery to compete with the Company for a period of
two years following termination of his employment.

Effective February 29, 1996, the Company and each of Chris T. Sullivan,
Robert D. Basham, and J. Timothy Gannon, all of whom are executive officers,
directors, and founders of the Company (individually, an "Executive"), entered
into Stock Redemption Agreements (each an "Agreement"). Under the terms of each
Agreement, following the Executive's death, the Personal Representative of the
Executive will have the right to require the Company to purchase up to $30
million worth of Common Stock beneficially owned by the Executive at the date of
death, for a per share price equal to the mean (rounded to the nearest one-tenth
of one cent) of the last sale price of the Company's Common Stock as quoted on
the New York Stock Exchange or the principal exchange on which the Company's
Common Stock is then traded for 30 consecutive trading days ending on the
business day before the Executive's death. In the event, however, that the
Executive's death results (i) from an illness that was diagnosed or an accident
that occurred within one year of the Executive's death, and (ii) the accident or
illness was publicly disclosed, then the per share purchase price will be equal
to the mean (rounded to the nearest one-tenth of one cent) of the last sale
price of the Company's Common Stock as quoted on the New York Stock Exchange or
the principal exchange on which the Company's Common Stock is then traded for 30
consecutive trading days ending on the business day before the date of public
disclosure of the accident or illness. The maximum dollar amount of Common Stock
that the Company is obligated to purchase from the estate of the Executive is
$30,000,000. The Company's obligation to purchase Common Stock beneficially
owned by a deceased Executive is funded by an insurance policy on the life of
the Executive owned by the Company providing a death benefit of $30,000,000. The
Agreements will remain in place for so long as the Board of Directors deems
appropriate.

The Company entered into Split Dollar Agreement and Limited Collateral
Assignments as of November 7, 1999, with the respective trusts established by
Messrs. Sullivan, Basham, Gannon and Avery ("Policy Employees"), pursuant to
which the Company pays the premium costs of life insurance policies that pay a
death benefit of not less than $5 million to one or more members of a Policy
Employee's family upon the death of that Policy Employee. Under the agreements,
the Company pays that portion of each annual policy premium that, in general
terms, is equal to the annual increase in the cash value of the policy. The
Company may cause the agreements to be terminated and the policies to be
surrendered at any time upon 30 days' prior notice. Upon surrender of the policy
or payment of the death benefit under the policy, the Company is entitled to
repayment of an amount equal to the cumulative premiums previously paid by the
Company, with all remaining payments to be made to the respective trusts. The
Company continues to pay the premium on a related "key man" policy of which the
Company is the sole beneficiary and which is designed to work in conjunction
with the agreements to insure the repayment to the Company of the aggregate
amount of the premiums paid by the Company. See footnote (2) to the "Summary
Compensation Table" above for further information on premium payments made by
the Company under these policies.

As of March 1, 2001, Messrs. Sullivan, Basham, and Gannon beneficially
owned an aggregate of 10,639,283 shares of the Company's Common Stock with a
value of approximately $286,835,070 based on the closing sale price of the
Company's Common Stock on that date as quoted on the New York Stock Exchange.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company believes that during the fiscal year 2000, all filings with
the Securities and Exchange Commission of its officers, directors and 10%
stockholders complied with requirements for reporting ownership

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and changes in ownership of the Company's Common Stock pursuant to Section 16(a)
of the Securities Exchange Act of 1934, except that John Anderson Brabson, Jr.,
filed one Form 4 late with respect to the receipt of shares of Common Stock
pursuant to the payment of a deferral election under the Stock Plan.

PERFORMANCE GRAPH

The following line graph compares the Company's cumulative total
stockholder return with the cumulative total stockholder return of the Dow Jones
U.S. Total Market Index, the Dow Jones Entertainment and Leisure-All Index, and
the Dow Jones Restaurants Index for the last five full fiscal years of the
Company ended December 31, 2000:

1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ----- ------

OUTBACK STEAKHOUSE INC 100 74.56 80.14 111.15 108.45 108.19

DOW JONES U.S. TOTAL MARKET 100 122.02 160.84 200.88 246.53 223.68

DOW JONES ENTERTAINMENT & LEISURE-ALL 100 106.45 129.15 162.55 177.21 148.69

DOW JONES RESTAURANTS 100 100.49 104.59 145.03 141.61 133.02

15
18

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2000, OSF paid to Tampa Bay Devil Rays, Ltd., the owners of the
Tampa Bay Devil Rays National League Baseball Franchise, the aggregate amount of
$371,315 to lease four signs for advertising pursuant to a contract entered into
on September 9, 1996 that extends through 2002. The amounts to be paid to Tampa
Bay Devil Rays, Ltd., under the contract for future years is: $382,454 for 2001
and $393,928 for 2002.

On February 20, 1995, OSF entered into a Private Suite License
Agreement with Tampa Bay Devil Rays, Ltd., for a private suite at Tropicana
Field located in St. Petersburg, Florida, commencing on March 31, 1998, and
ending on December 31, 2007. The license fee is $100,000 per year plus sales
tax. In 2000, the sum of $107,000 was paid.

Mr. Sullivan, through his corporation Out of the Park, Inc., and Mr.
Basham, through his corporation Touch `Em All, Inc., each own a percentage of
Tampa Bay Devil Rays, Ltd., as general partners. Messrs. Sullivan and Basham own
all of the outstanding common stock of their respective corporations and serve
as their only directors and officers.

SELECTION OF INDEPENDENT AUDITORS

At the meeting of the Board of the Company held on February 2, 2000,
the Board selected PricewaterhouseCoopers LLP to serve as the independent
auditors for the Company and its subsidiaries for the year ended December 31,
2000, and at the meeting held on January 24, 2001, the Board selected
PricewaterhouseCoopers LLP to serve as the independent auditors for the Company
and its subsidiaries for the year ending December 31, 2001. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the stockholders'
meeting with the opportunity to make a statement, if they desire to do so, and
to respond to appropriate questions from stockholders.

STOCKHOLDER PROPOSALS

Any stockholder who intends to present a proposal at the 2002 Annual
Meeting of Stockholders for inclusion in the proxy statement and form of proxy
relating to that meeting is advised that the proposal must be received by the
Company at its principal executive offices not later than November 28, 2001. The
Company will not be required to include in its proxy statement or form of proxy
a stockholder proposal that is received after that date or that otherwise fails
to meet requirements for stockholder proposals established by regulations of the
SEC.

As to any proposal that a stockholder intends to present to
stockholders other than by inclusion in the Company's Proxy Statement for the
2002 Annual Meeting of Stockholders, the proxies named in management's proxy for
that

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meeting will be entitled to exercise their discretionary voting authority on
that proposal unless the Company receives notice of the matter to be proposed
not later than February 12, 2002. Even if proper notice is received on or prior
to February 12, 2002, the proxies named in the Company's proxy for that meeting
may nevertheless exercise their discretionary authority with respect to such
matter by advising stockholders of that proposal and how they intend to exercise
their discretion to vote on such matter, unless the stockholder making the
proposal solicits proxies with respect to the proposal to the extent required by
Rule 14a4(c)(2) under the Securities Exchange Act of 1934, as amended.

OTHER MATTERS

The solicitation of proxies is made by the Board on behalf of the
Company. The cost of the solicitation will be borne by the Company, including
the reasonable expenses of brokerage firms or other nominees for forwarding
proxy materials to beneficial owners. In addition to solicitation by mail,
proxies may be solicited by internet, telephone, telegraph or personally.
Proxies may be solicited by directors, officers and employees of the Company
without additional compensation.

If the enclosed proxy is executed and returned, the shares represented
by the proxy will be voted in accordance with any specifications made by the
stockholder. In the absence of any such specification, they will be voted to
elect the directors as set forth under "Election of Directors" above and FOR
Proposal ONE. Pursuant to applicable law, broker nonvotes and abstaining votes
will not be counted in favor of or against the election of any nominee for
director or any proposal presented at the meeting.

Your presence at the meeting will not operate to revoke your proxy. You
may revoke your proxy at any time if it has not been exercised by giving written
notice to the Company.

If any other matters shall come before the meeting, the persons named
in the proxy, or their substitutes, will vote thereon in accordance with their
judgment. The Board does not know of any other matters that will be presented
for action at the meeting.

By Order of the Board of Directors

March 28, 2001 JOSEPH J. KADOW
Secretary

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A-1
Appendix A
OUTBACK STEAKHOUSE, INC.
Audit Committee Charter

ROLE AND INDEPENDENCE

The audit committee of the board of directors of Outback Steakhouse, Inc. (the
"Company") assists the board in fulfilling its responsibility for the
safeguarding of assets and oversight to the quality and integrity of the
accounting, auditing and reporting practices of the Company and such other
duties as directed by the board. Members of the audit committee shall be elected
annually by the full board and shall hold office until the earlier of: (1) the
election of their respective successors; (2) the end of their service as a
director of the Company (whether through resignation, removal, expiration of
term or death); or (3) their resignation from the committee. The full board
shall designate one member as the chairman. The membership of the audit
committee shall consist of at least three directors, all of whom are independent
and are generally knowledgeable in financial and auditing matters, including at
least one member with accounting or related financial management expertise. Each
member shall be free of any relationship that, in the opinion of the board,
would interfere with their individual exercise of independent judgment. No
person shall be deemed independent if he is an employee of the Company. The
audit committee is expected to maintain free and open communication (including
private executive sessions at least annually) with the independent accountants,
the internal auditors, and management of the Company. In discharging this
oversight role, the committee is empowered to investigate any matter brought to
its attention, with full power to retain outside counsel or other experts for
this purpose. This charter shall be reviewed annually for possible revision.

RESPONSIBILITIES

The audit committee's primary responsibilities shall be:

- A recommendation to the board for the selection and retention of the
independent accountant who audits the financial statements of the
Company. In so doing, the audit committee will discuss and consider the
independent accountant's written affirmation that it is in fact
independent, will discuss the nature and rigor of the audit process,
will receive and review all reports and will provide to the independent
accountants full access to the audit committee (and the board) to
report on any and all appropriate matters.

- Provision of guidance and oversight to the internal audit function of
the Company (if any) including review of the organization, plans and
results of such activity.

- Review of financial statements with management and the independent
auditor. It is anticipated that these discussions may include quality
of earnings, discussions of significant items subject to estimate,
consideration of the suitability of accounting principles, audit
adjustments (whether or not recorded) and such other inquiries as may
be deemed appropriate by the audit committee.

- Periodic discussion with management and the auditors of the quality and
adequacy of the Company's internal controls.

- Periodic discussion with management and legal counsel of the status of
pending litigation, taxation matters and disclosures under applicable
securities laws or other areas of special concern, as may be deemed
appropriate by the committee.

- Periodic reporting on audit committee activities to the full board and
issuance annually of a summary report (including appropriate oversight
conclusions) that may be suitable for submission to the shareholders.

A-1
21

OUTBACK STEAKHOUSE, INC.
2202 N. WESTSHORE BLVD., 5TH FLOOR
TAMPA, FL 33607

COMMON STOCK PROXY

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 25, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert D. Basham, Chris T. Sullivan,
and Joseph J. Kadow, and each of them, as Proxy holders and attorneys, with
full power of substitution, to appear and vote all the Common Stock of Outback
Steakhouse, Inc. (the "Company"), which the undersigned shall be entitled to
vote at the Annual Meeting of Stockholders of the Company, to be held at the
Tampa Bay Performing Arts Center, Morsani Hall, 1010 N. MacInnes Place, Tampa,
Florida 33602, on Wednesday, April 25, 2001, at 10:00 a.m., Tampa time, and at
any adjournments or postponements thereof, hereby revoking any and all proxies
heretofore given, and authorizes and directs said Proxy holders to vote all the
Common Stock of the Company represented by this Proxy as follows, with the
understanding that if no directions are given below, said shares will be voted
FOR the election of the five Directors nominated by the Board of Directors and
FOR the proposals set forth below.

(Continued, and to be executed and dated on the other side.)

OUTBACK STEAKHOUSE, INC.
P.O. BOX 11062
NEW YORK, N.Y. 10203-0062
22
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[ ]

1. ELECTION OF DIRECTORS FOR all nominees [ ] WITHHOLD AUTHORITY to [ ] *EXCEPTIONS [ ]
listed below vote for all nominees
listed below.

Nominees: Paul E. Avery, John A. Brabson, Jr., Charles H. Bridges, J. Timothy
Gannon and Lee Roy Selmon

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)

*EXCEPTIONS:
------------------------------------------------------------------

2. In their discretion to act on any FOR [ ] AGAINST [ ] ABSTAIN [ ]
other business as may properly
come before the Annual Meeting or
any adjournment or postponement
thereof. Change of Address and
or Comments Mark Here

YOUR SIGNATURE ON THIS PROXY FORM SHOULD
BE EXACTLY AS NAME APPEARING HEREON.
PERSONS SIGNING AS EXECUTORS,
ADMINISTRATORS, TRUSTEES AND SIMILAR
CAPACITIES SHOULD SO INDICATE. FOR JOINT
ACCOUNTS IN THE NAME OF EACH JOINT OWNER
SHOULD BE SIGNED.

DATED _____________________, 2001

_________________________________
| SIGNATURE
| _________________________________
_ _ _ | SIGNATURE, IF HELD JOINTLY

SIGN, DATE AND RETURN THE PROXY CARD VOTES MUST BE INDICATED
PROMPTLY USING THE ENCLOSED ENVELOPE. IN BLACK OR BLUE INK. [ ]