Soliman Raps Restaurant Firm’s Board

Newport Beach restaurateur Anwar Soliman accused the directors of Restaurant Associates Industries on Thursday of protecting management at the expense of shareholders by narrowly rejecting his $110-million bid for the New York company.

In a prepared statement, Soliman said he had been informed by a Restaurant Associates director that his takeover proposal was rejected 6 to 5 in a board vote taken late Tuesday.

The company has not made any announcement about voting by directors on Soliman’s offer. Martin Brody, Restaurant Associates chairman and chief executive, declined to comment Thursday on Soliman’s statement, saying the company had not seen the statement.

Soliman asked the board to reconvene and to determine that his proposal, in fact, had been approved because three of the six votes cast against him should be disqualified.

He said the three questionable votes were cast by members of a management group, including Brody, that had made a competing, $88-million offer to buy the New York-based restaurant and newsstand company, whose holdings include the 42-unit Acapulco Mexican restaurant chain in California.

According to Soliman, chairman of American Restaurant Group, the 11-member board voted to protect the interests of management--and not of shareholders--by turning down his offer to acquire the company for $19 per share. Soliman said the board should reconsider the vote and omit those votes cast by members of the management team that proposed the leveraged buyout.

“If there’s a conflict of interest on any board, you abstain from voting,” Soliman said. “You not only don’t vote, but you get the hell out of the room so that you don’t embarrass anybody.”