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RUBY TUESDAY INC
Filing Type: 10-K
Description: Annual Report
Filing Date:
Period End: June 5, 2001
Primary Exchange: New York Stock Exchange
Ticker: RI
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 5, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-12454
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RUBY TUESDAY, INC.
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(Exact name of Registrant as specified in its charter)
GEORGIA 63-0475239
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 West Church Avenue Maryville, TN 37801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (865)379-5700
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
$0.01 par value Common Stock New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of Common Stock on August 14, 2001
as reported on the New York Stock Exchange, was approximately $1,122,804,014.
The number of shares of the Registrant's common stock outstanding at August 14,
2001 was 63,435,255.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's Annual Report
to Shareholders for the fiscal year ended June 5, 2001 are incorporated by
reference into Parts I and II.
Portions of the Registrant's definitive proxy statement dated August 31, 2001
are incorporated by reference into Part III.
INDEX
PART I
Page
Number
Item 1. Business 3-5
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of
Security Holders 7
Executive Officers of the Company 7
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 7-8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosure About
Market Risk 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 8
PART III
Item 10. Directors and Executive Officers of the
Registrant 9
Item 11. Executive Compensation 9
Item 12. Security Ownership of Certain Beneficial
Owners and Management 9
Item 13. Certain Relationships and Related Transactions 9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 9-15
PART I
Item 1. Business.
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Background
The first Ruby Tuesday(R) restaurant was opened in 1972 in Knoxville, Tennessee
near the campus of the University of Tennessee. The Ruby Tuesday concept, with
16 operational units, was acquired by Morrison Restaurants Inc. ("Morrison") in
1982. During the following years, Morrison added other casual dining concepts,
including the internally-developed American Cafe(R) (formerly "Mozzarella's
American Cafe" and "Silver Spoon"). In January 1995, Morrison completed the
acquisition of Tias Inc., a chain of Tex-Mex restaurants. In a spin-off
transaction effective March 9, 1996, shareholders of Morrison approved the
distribution of two separate businesses of Morrison to its shareholders. In
conjunction with the spin-off, Morrison was reincorporated in the State of
Georgia and changed its name to Ruby Tuesday, Inc. (the "Company").
The Company moved into franchising in 1997 with the opening of one domestic
franchised Ruby Tuesday restaurant and two international franchised Ruby Tuesday
restaurants. Since 1997, agreements for the franchise development of new Ruby
Tuesday restaurants have been signed with 21 casual-dining operators who became
domestic franchise partners and one traditional franchisee. In addition, the
Company has entered into agreements with 11 international franchisees who hold
rights to develop Ruby Tuesday restaurants in 22 countries. In conjunction with
the signing of the agreements with the domestic franchise partners, the Company
has sold 105 Ruby Tuesday restaurants in its non-priority growth markets to the
franchise partners.
On November 20, 2000, the American Cafe (including L&N Seafood) and Tia's
Tex-Mex concepts, with 69 operational units, were sold to Specialty Restaurant
Group, LLC ("SRG"), a limited liability company owned by the former
President/Partner of the Company's American Cafe and Tia's Tex-Mex concepts and
certain members of his management team.
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Operations
The Company owns and operates the Ruby Tuesday concept in the bar and grill
segment of casual dining. The Company also offers franchises for the Ruby
Tuesday concept in domestic and international markets. As of June 5, 2001, the
Company owned and operated 374 casual dining restaurants, located in 27 states
and the District of Columbia. Also, as of June 5, 2001, franchise operations
included 151 domestic units located in 19 states and 12 international units
located in the Asian Pacific Region, India, Iceland, Central and South America,
and Puerto Rico.
Ruby Tuesday restaurants are casual, full-service restaurants with warm woods,
whimsical artifacts and classic tiffany style lamps which create a comfortable,
nostalgic look and feel. Ruby Tuesday's menu is based on variety, with something
for just about everyone. Some of Ruby Tuesday's most popular entree items which
are prepared fresh daily are: fajitas, baby-back ribs, chicken entrees, pasta
entrees, burgers, soups, sandwiches, salad bar, and signature Tallcake(TM)
desserts in strawberry and chocolate varieties. Entree selections range in price
from $5.99 to $15.99.
At June 5, 2001, the Company owned and operated units concentrated primarily in
the Southeast, Northeast, Mid-Atlantic and Midwest regions. The Company intends
to open approximately 45 to 50 Company-owned units in Fiscal 2002 with the
majority of new units expected to be opened in existing markets. Current
development plans call for a continued shift towards freestanding units versus
mall-based units, with approximately 90% of new units scheduled to be
freestanding. Existing prototypes range in size from 4,000 to 6,500 square feet
with seating for 152 to 295 guests. Currently, the Company's focus is on a new
5,300 square-foot, 218-dining seat unit. Because these units provide for
substantial seating in proportion to the square footage of the buildings, the
Company believes these units provide the opportunity for improved unit-level
returns on investment. The Company believes there exists an opportunity for at
least 1,000 more Ruby Tuesday restaurants in existing Company-owned markets. Due
to having several different prototypes, the Company is able to develop units in
all different markets including rural America, locations adjacent to interstate
highways, locations within office complexes, as well as the Company's more
traditional sites. Other than population and traffic volume, site criteria
requirements for these units include annual household incomes ranging from
$30,000 to $50,000 and good accessibility and visibility of the location. New
units are being operated by Managing Partners who have a financial stake in the
success of their restaurants and are rewarded for their ability to grow sales
and operating profit. Units operated by Managing Partners consistently
outperform the system-wide unit averages in both same-store-sales and
operating profits.
The Company began Fiscal 2001 with two other restaurant concepts. As previously
mentioned and as disclosed in the Form 8-K filed on December 5, 2000, on
November 20, 2000, the Company completed the sale of all of its American Cafe
(including L&N Seafood) and Tia's Tex-Mex restaurants to SRG.
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Franchising
The domestic franchise program began in Fiscal 1997. Management believes the
domestic franchise program allows the Company to become a financial partner with
some of the best restaurant operators from the casual dining industry. Domestic
franchising efforts are concentrated outside the Company's core growth markets.
Pursuant to the franchise agreements, the Company receives development and
license fees from the franchisees for the right to develop and operate Ruby
Tuesday restaurants in their respective areas over the next five to six years.
The Company also receives royalty fees from the franchisees based on a
percentage of each restaurant's sales as well as support service revenues for
providing a variety of services, including the maintenance of franchisees'
accounting records.
In order to assist the franchise partners in obtaining capital needed for new
unit development, the Company has established a $52.5 million revolving
line-of-credit loan facility with a group of banks. The Company, as sponsor of
the loan facility, serves as partial guarantor for all draws made.
During Fiscal 2001, the Company sold six Ruby Tuesday units to a domestic
franchise partner and 21 other new Ruby Tuesday units were opened by domestic
franchisees, bringing the total of domestic franchised units to 151. The 21
domestic franchise partners and one traditional franchisee operate these 151
units in the following states: California (1), Colorado (13), Florida (48),
Illinois (14), Iowa (1), Indiana (3), Kansas (3), Kentucky (5), Massachusetts
(3), Maine (2), Michigan (23), Minnesota (4), Missouri (2), Nebraska (3), Nevada
(1), New York (16), Oregon (1), Utah (5), and Washington (3).
Subsequent to fiscal year end, the Company entered into purchase agreements with
three new franchise partners and one existing franchise partner which provide,
among other things, for the sale of 12 units in Missouri, five in Indiana, and
one each in Kansas, Arkansas, and Illinois during Fiscal 2002. The sale of the
Kansas unit was completed on August 8, 2001 and the remaining sales are expected
to be completed during Fiscal 2002. As of June 5, 2001, 19 of the 20 units to be
sold were open. The remaining unit is expected to open during the second quarter
of Fiscal 2002.
The Company's International Division, which was established in Fiscal 1997,
continued its international franchise development during Fiscal 2001 by opening
three international franchise units during the year. At present, the Company has
12 international franchised units with franchisees located in the Asian Pacific
Region, India, Puerto Rico, Iceland, and Central and South America.
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Training
The Company's WOW-U(sm), located in the Maryville, Tennessee Restaurant Support
Services Center, serves as the centralized training center for all of the
Company's and its franchisee's restaurant managers. Facilities include
classrooms and a test kitchen. WOW-U provides managers and franchise partners
the opportunity to gather for intensive, on-going instruction and interaction.
Programs include classroom instruction and various team competitions which are
designed to contribute to the skill and enhance the dedication of the Company's
and franchise partners' teams and to strengthen the Company's corporate culture.
Further contributing to the training experience is RT Lodge(sm) which is located
on a wooded campus just minutes from the Restaurant Support Services Center. RT
Lodge serves as the lodging quarters and dining facility for those attending
WOW-U. After a long day of instruction and competition, trainees have the
opportunity to dine and socialize with fellow team members in a relaxed and
tranquil atmosphere. The Company believes its emphasis on training and retaining
high quality restaurant managers is critical to its long-term success and has
played a vital role in enabling the Company to reach record low turnover for
both management and hourly employees.
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Research and Development
The Company does not engage in any material research and development activities.
The Company, however, does engage in on-going studies in connection with the
development of menu items. Additionally, it conducts consumer research to
determine guest preferences, trends, and opinions.
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Raw Materials
The Company contracted with U.S. Foodservice, Inc. to distribute raw materials
under a cost-plus arrangement. The contract expires on March 3, 2003.
Subsequent to fiscal year end, the Company contracted with PFG
(Performance Food Group) Customized Distribution, also for the distribution of
raw materials. The contract can be terminated upon 180 days written notice.
This contract provides the Company with a second primary food distributor,
reducing the Company's reliance on one major vendor.
If either distributor is unable to meet the Company's supply needs, the Company
negotiates directly with primary suppliers to obtain competitive prices.
The Company uses purchase commitment contracts to stabilize the potentially
volatile pricing associated with certain commodities. Because of the relatively
short storage life of inventories, limited storage facilities at the restaurants
themselves, the Company's requirement for fresh products and the numerous
sources of goods, a minimum amount of inventory is maintained at the units. If
necessary, all essential food, beverage and operational products are available
and can be obtained from alternative suppliers in all cities in which the
Company operates.
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Trademarks of the Company
The Company or its affiliates have registered certain trademarks and service
marks with the United States Patent and Trademark Office, including Ruby
Tuesday. The Company holds an exclusive license to use all such trade and
service marks from such affiliates which includes the right to sub-license. The
Company believes that these and other related marks are of material importance
to the Company's business. Registrations of the Ruby Tuesday trademark expires
in 2005, unless renewed.
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Seasonality
The Company's business is moderately seasonal. Average restaurant sales of the
Company's mall-based restaurants, which currently represent approximately 41% of
the Company's total restaurants, are slightly higher during the winter months
and peak during the holiday season. Freestanding restaurant sales are generally
higher in the summer months.
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Customer Dependence
No material part of the business of the Company is dependent upon a single
customer, or very few customers, the loss of any one of which would have a
material adverse effect on the Company.
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Competition
The Company's activities in the restaurant industry are subject to intense
competition with respect to price, service, location, and food quality. The
Company is in competition with other food service operations, with locally-owned
operations, as well as national and regional chains that offer the same type of
services and products as the Company. Some of the Company's competitors have
been in existence for a substantially longer period than the Company and may be
better established in the markets where the Company's restaurants are or may be
located. The restaurant business is often affected by changes in consumer
tastes, national, regional or local economic conditions, demographic trends,
traffic patterns, and the type, number and location of competing restaurants.
There is active competition for management personnel and for attractive
commercial real estate sites suitable for restaurants. In addition, factors such
as inflation, increased food, labor and benefits costs, and difficulty in
attracting qualified management and hourly employees may adversely affect the
restaurant industry in general and the Company's restaurants in particular.
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Government Compliance
The Company is subject to various licensing requirements and regulations at both
the state and local levels for items such as zoning, land use, sanitation,
alcoholic beverage control, and health and fire safety. The Company has not
encountered any significant difficulties or failures in obtaining the required
licenses or approvals that could delay the opening of a new restaurant or the
operation of an existing unit and does not, at this time, anticipate any
occurring in the future. The Company's business is subject to various other
regulations at the federal level such as health care, minimum wage, and fair
labor standards. Compliance with these regulations has not had, and is not
expected to have, a material adverse effect on the Company's operations.
There is no material portion of the Company's business that is subject to
renegotiation of profits or termination of contracts or sub-contracts at the
election of the Government.
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Environmental Compliance
Compliance with federal, state and local laws and regulations which have been
enacted or adopted regulating the discharge of materials into the environment,
or otherwise relating to the protection of the environment, has not had and is
not expected to have a material effect upon the capital expenditures, earnings
or competitive position of the Company.
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Personnel
The Company employs approximately 15,600 full-time and 12,900 part-time
employees. The Company believes working conditions are favorable and employee
compensation is comparable with its competition. None of the Company's employees
are covered by a collective bargaining agreement.
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Item 2. Properties.
Information regarding the locations of the Company's Ruby Tuesday operations is
shown in the list below. Of the 374 Company-owned and operated restaurants as of
June 5, 2001, the Company owned the buildings and held noncancelable long-term
land leases for 99 restaurants, owned the land and buildings for 53 restaurants,
and held noncancelable leases covering land and buildings for 222 restaurants.
The Company's Restaurant Support Services Center in Maryville, Tennessee which
was opened in Fiscal 1998 is covered under a lease agreement with an initial
term of five years from October 2, 1998 with two five-year renewal options.
Executive and certain other administrative personnel of the Company are located
in the Maryville Support Sevices Center. In Fiscal 2000, the Company opened a
second Restaurant Support Services Center in nearby Alcoa, Tennessee and closed
its Support Services Center in Mobile, Alabama. During Fiscal 2001, the Company
opened a third Restaurant Support Services Center in Maryville, Tennessee
located adjacent to the existing Support Services Center in Maryville,
Tennessee.
Additional information concerning the properties of the Company and its leasing
arrangements is incorporated herein by reference to Note 7 to Consolidated
Financial Statements included in the Annual Report to Shareholders for the year
ended June 5, 2001.
As of June 5, 2001, the Company operated 374 Ruby Tuesday restaurants in the
following locations:
Alabama (36) Illinois (2) Mississippi (7) Pennsylvania (27)
Arkansas (3) Indiana (6) Missouri (13) Rhode Island (2)
Arizona (9) Kansas (1) New Hampshire (3) South Carolina (19)
Connecticut (11) Kentucky (3) New Jersey (13) Tennessee (33)
Delaware (4) Louisiana (3) New York (10) Virginia (44)
Florida (15) Massachusetts (7) North Carolina (20) West Virginia (1)
Georgia (37) Maryland (23) Ohio (21) Washington, DC (1)
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Item 3. Legal Proceedings.
The Company is currently, and from time to time, subject to pending claims and
lawsuits arising in the ordinary course of its business. In addition, the
Company, as successor to Morrison Restaurants Inc. ("Morrison"), is a party to a
case (Morrison Restaurants Inc. v. United States of America, et al.), originally
filed by Morrison in 1994 to claim a refund of taxes paid in the amount of
approximately $3,000 and abatement of taxes assessed by the Internal Revenue
Service ("IRS") against Morrison on account of the employer's share of FICA
taxes on unreported tips allegedly received by employees. The IRS filed a
counterclaim for approximately $7,000 in additional taxes. The case was decided
by the U.S. District Court in favor of the Company in February 1996 on summary
judgment. The IRS appealed the District Court's decision and, in August 1997,
the U.S. Court of Appeals for the Eleventh Circuit reversed the award of summary
judgment and remanded the case to the District Court for proceedings consistent
with the Court's opinion. In its reversal, the Eleventh Circuit upheld the IRS'
enforcement policy with respect to the employer's share of FICA taxes on
allegedly unreported tips. The Company subsequently petitioned the U.S. Court of
Appeals for a review of the matter by the full Court. Such petition was denied.
While the issue is not yet finally resolved, the case has been inactive since
that time. There have been six additional lawsuits on this issue, three of which
are still pending, filed by other restaurant companies in other U.S. federal
courts including (1) Fior d'Italia v. United States ("Fior") (September 1998,
District Court in Northern California) holding in favor of the taxpayer,
(affirmed by the Ninth Circuit in February, 2001); (2) The Bubble Room v. United
States (October 1998, United States Court of Appeals for the Federal Circuit)
unfavorable to the taxpayer; and (3) Quietwater Entertainment, Inc. v. United
States (June 1999, United States District Court for the Northern District of
Florida, Pensacola Division) in favor of the taxpayer notwithstanding and
distinguishing the controlling law in the Eleventh Circuit in Morrison; reversed
by the Eleventh Circuit. It is anticipated that the IRS will seek review of the
Ninth Circuit decision in Fior by the United States Supreme Court.
Although the amount in dispute is not material, it is possible that the IRS will
attempt to assess taxes in additional units of the Company (as well as other
restaurant companies). In such event, the Company believes that a business tax
credit would be available to the Company to offset, over a period of years, a
majority of any additional taxes determined to be due. Moreover, the Company is
a participant in an IRS enforcement program which would eliminate the risk of
additional assessments by the IRS in return for a restaurant employer's
proactive role in encouraging employee tip reporting. In light of the proactive
role of the Company, the protection against additional assessment afforded by
the agreement should be available to the Company. In the opinion of management,
the ultimate resolution of all pending legal proceedings will not have a
material adverse effect on the Company's operations, financial position or cash
flows.
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Item 4. Submission of Matters to a Vote of Security Holders.
None.
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Executive Officers of the Company.
Executive officers of the Company are appointed by and serve at the discretion
of the Company's Board of Directors. Information regarding the Company's
executive officers as of August 6, 2001 is provided below.
Executive Officer
Name Age Position with the Company Since
S. E. Beall, III 51 Chairman of the Board and 1982
Chief Executive Officer
R. D. McClenagan 53 President/Partner 1985
S. L. Turner 48 President, Support Services 1997
D. T. Cronk 48 Senior Vice President, 1997
General Counsel and Secretary
A. R. Johnson 49 Senior Vice President, 2000
Brand Development
M. N. Duffy 40 Senior Vice President, 2001
Chief Financial Officer
Mr. Beall has been Chairman of the Board and Chief Executive Officer of the
Company and prior to the spin-off transaction, Morrison, since May 5, 1995.
Mr. Beall served as President and Chief Executive Officer of Morrison from
June 6, 1992 to May 4, 1995 and as President and Chief Operating Officer of
Morrison from September 1986 to June 1992.
Mr. McClenagan has been President/Partner of the Company since June 2001 and was
President of the Ruby Tuesday Division of the Company from March 1994 to June
2001. He served as President of the Ruby Tuesday Group of Morrison from April
1990 to March 1994 and as Senior Vice President of the Specialty Restaurant
Division of Morrison from March 1985 to April 1990.
Ms. Turner joined the Company in September 1997 and has served as President,
Support Services since January 2001. She served as Executive Vice President,
Human Resources and Performance Management from June 1999 to January 2001. From
September 1997 until June 1999, Ms. Turner served as Senior Vice President-Human
Resources. Prior to joining the Company, Ms. Turner served as Senior Vice
President-Human Resources of Hasbro, Inc. from 1993 to 1997.
Mr. Cronk joined the Company as Senior Vice President-Legal in July 1997 and was
named Senior Vice President, General Counsel and Secretary of the Company in
April 1998. Prior to joining the Company, Mr. Cronk was Vice President-Worldwide
Development, Friday's Hospitality Worldwide, Inc. from November 1995 to July
1997 and Vice President and General Counsel, Friday's Hospitality Worldwide,
Inc. from January 1991 to November 1995.
Mr. Johnson joined the Company as Senior Vice President-Brand Development in
April 2000. Prior to joining the Company, Mr. Johnson was the President of
Hopewell & Co. from February 1997 to April 2000, Vice President of Dollar
General Corporation from October 1996 to February 1997, and President of
the Specialty Division and Senior Vice President of Morrison from
December 1994 to May 1996.
Ms. Duffy joined Morrison in August 1990 and was named Senior Vice President,
Chief Financial Officer in June 2001. She served as Vice President, Operations
Controller of the Company from October 1999 to May 2001 and Vice President,
Investor Relations and Planning from June 1996 to September 1999. Prior to that
time Ms. Duffy served as Director, Investor Relations and Strategic Planning and
Director, Corporate Accounting and Financial Analysis of Morrison.
PART II
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Item 5. Market for the Registrant's Common Equity and Related Shareholder
Matters.
Certain information required by this item is incorporated herein by reference to
Note 13 to Consolidated Financial Statements of the Registrant's Annual Report
to Shareholders for the year ended June 5, 2001.
During Fiscal 1997, the Board of Directors approved a dividend policy as a means
of returning excess capital to its shareholders. This policy calls for payment
of semi-annual dividends of 2.25 cents per share. The payment of a dividend in
any particular future period and the actual amount thereof remain, however, at
the discretion of the Board of Directors and no assurance can be given that
dividends will be paid in the future as currently anticipated. There are no
material restrictions on the ability to pay dividends. During Fiscal 2001, the
Company declared and paid semi-annual dividends in the first and third quarters.
On July 9, 2001, the Company's Board of Directors declared a semi-annual cash
dividend of 2.25 cents per share payable on August 6, 2001 to shareholders of
record on July 23, 2001.
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Item 6. Selected Financial Data.
The information contained under the caption "Summary of Operations" of the
Registrant's Annual Report to Shareholders for the year ended June 5, 2001 is
incorporated herein by reference.
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" of the Registrant's
Annual Report to Shareholders for the year ended June 5, 2001 is incorporated
herein by reference.
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Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
The information contained under the caption "Disclosures About Market Risk"
contained within "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on page 24 of the Registrant's Annual Report to
Shareholders for the year ended June 5, 2001 is incorporated herein by
reference.
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Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements and the related report of the
Company's independent accountants contained in the Registrant's Annual Report to
Shareholders for the year ended June 5, 2001 are incorporated herein by
reference:
Consolidated Statements of Income - Fiscal years ended June 5, 2001, June
4, 2000 and June 6, 1999.
Consolidated Balance Sheets - As of June 5, 2001 and June 4, 2000.
Consolidated Statements of Shareholders' Equity and Comprehensive Income -
Fiscal years ended June 5, 2001, June 4, 2000 and June 6, 1999.
Consolidated Statements of Cash Flows - Fiscal years ended June 5, 2001,
June 4, 2000 and June 6, 1999.
Notes to Consolidated Financial Statements.
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Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
On December 6, 1999, the Company engaged KPMG LLP as the Company's principal
independent accountants. Prior to the engagement of KPMG LLP, Ernst & Young LLP,
independent certified public accountants, had served as the principal
independent accountants for the Company and their report with respect to the
Company's financial statements for the fiscal year ended June 6, 1999 contained
no adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles. The recommendation to
change accountants was made by the Company's Audit Committee and approved by the
Company's Board of Directors.
During that fiscal year, the Company had no disagreements with Ernst & Young LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Ernst & Young LLP, would have caused Ernst & Young LLP to
make a reference thereto in its report on the financial statements of the
Company for such period.
PART III
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Item 10. Directors and Executive Officers of the Company.
(a) The information regarding directors of the Company is incorporated herein by
reference to the information set forth in the table captioned "Director and
Director Nominee Information" under "Election of Directors" in the definitive
proxy statement of the Registrant relating to the Registrant's annual meeting of
shareholders to be held on October 3, 2001.
(b) Pursuant to Form 10-K General Instruction G(3), the information regarding
executive officers of the Company has been included in Part I of this Report
under the caption "Executive Officers of the Company".
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Item 11. Executive Compensation.
The information required by this Item 11 is incorporated herein by reference to
the information set forth under the captions "Executive Compensation" and
"Directors' Fees and Attendance" in the definitive proxy statement of the
Registrant relating to the Registrant's annual meeting of shareholders to be
held on October 3, 2001.
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Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this Item 12 is incorporated herein by reference to
the information set forth in the table captioned "Beneficial Ownership of Common
Stock" under "Election of Directors" in the definitive proxy statement of the
Registrant relating to the Registrant's annual meeting of shareholders to be
held on October 3, 2001.
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Item 13. Certain Relationships and Related Transactions.
The information required by this Item 13 is incorporated herein by reference to
the information set forth under the caption "Certain Transactions" in the
definitive proxy statement of the Registrant relating to the Registrant's annual
meeting of shareholders to be held on October 3, 2001.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are incorporated by reference into or are filed as a
part of this report:
1. Financial Statements:
The following consolidated financial statements and the independent
accountants' report thereon, included in the Registrant's Annual
Report to Shareholders for the year ended June 5, 2001, a copy of
which is contained in the exhibits to this report, are incorporated
herein by reference:
Page
Reference in paper
version of Annual
Report to Shareholders
Consolidated Statements of Income for
the years ended June 5, 2001,
June 4, 2000 and June 6, 1999 28
Consolidated Balance Sheets as of
June 5, 2001 and June 4, 2000 29
Consolidated Statements of Shareholders'
Equity and Comprehensive Income for the
years ended June 5, 2001,
June 4, 2000 and June 6, 1999 30
Consolidated Statements of Cash Flows
for the years ended June 5, 2001,
June 4, 2000 and June 6, 1999 31
Notes to Consolidated Financial Statements 32-45
Report of Independent Accountants 46
2. Financial Statement Schedules:
Report of Independent Auditors
Shareholders and Board of Directors
Ruby Tuesday, Inc. and Subsidiaries
We have audited the accompanying consolidated statements of income,
shareholders' equity and comprehensive income and cash flows of
Ruby Tuesday, Inc. and Subsidiaries for the year ended June 6, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements of Ruby Tuesday, Inc. and
Subsidiaries referred to above present fairly, in all material respects, the
consolidated results of their operations and their cash flows for the year ended
June 6, 1999, in conformity with accounting principles generally accepted in the
United States.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 28, 1999
3. Exhibits
The following exhibits are filed as part of this report:
RUBY TUESDAY, INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit Number Description
3.1 Articles of Incorporation, as amended, of Ruby Tuesday, Inc. (1)
3.2 Bylaws, as amended, of Ruby Tuesday, Inc. (2)
4.1 Specimen Common Stock Certificate. (1)
4.2 Articles of Incorporation, as amended, of Ruby Tuesday, Inc.
(filed as Exhibit 3.1 hereto).
4.3 Bylaws, as amended, of Ruby Tuesday, Inc. (filed as Exhibit 3.2 hereto).
10.1 Executive Supplemental Pension Plan together with First Amendment made
June 30, 1994 and Second Amendment made July 31, 1995.*(3)
10.2 Master Agreement dated as of May 30, 1997 among Ruby Tuesday, Inc.,
as Lessee and Guarantor, Atlantic Financial Group , LTD., as lessor,
AmSouth Bank of Alabama, as a Lender, Barnett Bank of Jacksonville, N.A.,
as a Lender, First American National Bank, as a Lender,
Wachovia Bank of Georgia, N.A., as a Lender, Hibernia National Bank,
as a Lender, First Tennessee Bank, as a Lender, and SunTrust Bank,
Atlanta, as Agent and as a Lender; together with the Lease Agreement
dated as of May 31, 1997 between Atlantic Financial Group, LTD., as
lessor and Ruby Tuesday, Inc. as lessee; and the Loan Agreement dated
as of May 31, 1997 among Atlantic Financial Group, LTD., as lessor
and borrower, the financial institutions party hereto, as lenders,
and SunTrust Bank Atlanta, as Agent. (4)
10.3 Morrison Restaurants Inc. Stock Incentive and Deferred Compensation Plan
for Directors together with First Amendment dated June 29, 1995.*(5)
10.4 1993 Executive Stock Option Program.* (6)
10.5 1993 Management Stock Option Program (July 1, 1993 - June 30, 1996).* (7)
10.6 Morrison Restaurants Inc.1987 Stock Bonus and Non-Qualified Stock Option
Plan, and Related Agreement.* (8)
10.7 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan.*(9)
10.8 Morrison Restaurants Inc. Deferred Compensation Plan, as restated
effective January 1, 1994, together with amended and restated Trust
Agreement (dated December 1, 1992) to Deferred Compensation Plan.* (10)
10.9 Morrison Restaurants Inc. Management Retirement Plan together with
First Amendment made June 30, 1994 and Second Amendment made
July 31, 1995.* (11)
10.10 Executive Group Life and Executive Accidental Death and Dismemberment
Plan.* (12)
10.11 Form of Non-Qualified Stock Option Agreement for Executive Officers
Pursuant to the Morrison Restaurants Inc. Stock Incentive Plan.* (13)
10.12 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and
Non-Qualified Stock Option Plan.* (14)
10.13 Morrison Restaurants Inc. Executive Life Insurance Plan.* (15)
10.14 Omnibus Amendment dated October 2, 1998 to Master Agreement dated as
of May 30, 1997. (17)
10.15 Amended and Restated Loan Facility Agreement and Guaranty by and among
Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the other lender
signatories thereto dated October 2, 1998. (18)
10.16 Master Agreement dated as of June 3, 1999 among Ruby Tuesday, Inc.,
as Lessee and Guarantor, Atlantic Financial Group, LTD., as lessor,
Nationsbank, N.A., as a Lender, Union Planters Bank, N.A., as a Lender,
First Union National Bank, as a Lender, and SunTrust Bank, Atlanta,
as Agent and as a Lender; together with the Lease Agreement dated as
of June 3, 1999 between Atlantic Financial Group, LTD., as lessor
and Ruby Tuesday, Inc. as lessee; the Loan Agreement dated as of
June 3, 1999 among Atlantic Financial Group, LTD., as lessor and
borrower, the financial institutions party hereto, as lenders, and
SunTrust Bank Atlanta, as Agent; the Construction Agency Agreement
dated as of June 3, 1999 among Atlantic Financial Group, LTD. and
Ruby Tuesday, Inc., as construction agent; and Appendix A to Master
Agreement, Lease, Loan Agreement and Construction Agency Agreement. (19)
10.17 Form of Second Amendment to the Ruby Tuesday, Inc. 1996 Non-Executive
Stock Incentive Plan (formerly the 1993 Non-Executive Stock Incentive
Plan).* (20)
10.18 Employment Agreement dated as of June 19, 1999 by and between Ruby
Tuesday, Inc. and Samuel E. Beall, III.* (21)
10.19 Form of Third Amendment to the Ruby Tuesday, Inc. 1996 Stock Incentive
Plan.* (22)
10.20 Form of Seventh Amendment to the Ruby Tuesday, Inc. Executive
Supplemental Pension Plan.* (23)
10.21 First Amendment to the Restated Ruby Tuesday, Inc. 1996 Stock Incentive
Plan dated July 10, 2000.* (24)
10.22 Third Amendment to the Morrison Retirement Plan dated July 10, 2000.*(25)
10.23 Distribution Agreement dated as of March 2, 1996 among Morrison
Restaurants Inc., Morrison Fresh Cooking, Inc. and
Morrison Health Care, Inc. (1)
10.24 Amended and Restated Tax Allocation and Indemnification Agreement dated
as of March 2, 1996 among Morrison Restaurants Inc., Custom Management
Corporation of Pennsylvania, Custom Management Corporation,
John C. Metz & Associates, Inc., Morrison International, Inc., Morrison
Custom Management Corporation of Pennsylvania, Morrison Fresh
Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation,
Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias, Inc. and
Morrison Health Care, Inc. (1)
10.25 Agreement Respecting Employee Benefit Matters dated as of March 2, 1996
among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and
Morrison Health Care, Inc. (1)
10.26 License Agreement dated as of March 2, 1996 between Ruby Tuesday
(Georgia), Inc. and Morrison Health Care, Inc. (1)
10.27 Amended and Restated Operating Agreement of MRT Purchasing, LLC dated as
of March 2, 1996 among Morrison Restaurants Inc., Ruby Tuesday, Inc.,
Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (1)
10.28 Form of 1996 Stock Incentive Plan.* (1)
10.29 Form of Second Amendment to Stock Incentive and Deferred Compensation
Plan for Directors.* (1)
10.30 Reserved
10.31 Form of Third Amendment to Executive Supplemental Pension Plan.* (1)
10.32 Form of Third Amendment to Management Retirement Plan.* (1)
10.33 Agreement and Plan of Merger dated October 4, 2000 among Ruby Tuesday,
Inc., Tia's LLC and Specialty Restaurant Group, LLC. (26)
10.34 Master Agreement dated as of October 11, 2000 among Ruby Tuesday, Inc.,
as Lessee and Guarantor, Atlantic Financial Group, LTD., as lessor,
Certain Financial Institutions Party Hereto, as Lenders and
SunTrust Bank, as Agent; together with the Lease Agreement dated as of
October 11, 2000 between Atlantic Financial Group, LTD., as lessor
and Ruby Tuesday, Inc. as lessee; Guaranty from Ruby Tuesday, Inc.
dated as of October 11, 2000; Loan Agreement dated October 11, 2000
among Atlantic Financial Group, LTD., as lessor and borrower, the
financial institutions party hereto, as lenders, and SunTrust Bank
Atlanta, as Agent; and Construction Agency Agreement dated as of
October 11, 2000 among Atlantic Financial Group, Ltd. and
Ruby Tuesday, Inc. as Construction Agent. (27)
10.35 Form of Second Amendment to Retirement Plan.* (1)
10.36 Form of Fourth Amendment to 1987 Stock Bonus and Non-Qualified
Stock Option Plan.* (1)
10.37 Revolving Credit Agreement dated as of October 11, 2000 among Ruby
Tuesday, Inc., as Borrowers, The Lenders from Time to Time Party
thereto and SunTrust Bank, as Administrative Agent, Issuing Bank and
Swingline Lender together with Exhibits Thereto. (28)
10.38 Form of Indemnification Agreement to be entered into with executive
officers and directors. (1)
10.39 Amended and Restated Loan Facility Agreement and Guaranty by and among
Ruby Tuesday, Inc., SunTrust Bank, as Servicer and Each of the
Participants Party thereto dated as of October 11, 2000 together with
Exhibits thereto. (29)
10.40 Master Agreement dated as of April 30, 2001, among Ruby Tuesday, Inc., as
Lessee and Guarantor, Atlantic Financial Group, LTD., as lessor, Certain
Financial Institutions Party Hereto, as Lenders and SunTrust Bank, as
Agent; together with the Lease Agreement dated as of April 30, 2001
between Atlantic Financial Group, LTD., as lessor and Ruby Tuesday, Inc.
as lessee; Guaranty from Ruby Tuesday, Inc. dated as of April 30, 2001
among Atlantic Financial Group, LTD., as lessor and borrower, the
financial institutions party hereto, as lenders, and SunTrust Bank
Atlanta, as Agent; Loan Agreement dated as of April 30, 2001 among
Atlantic Financial Group, as Lessor and Borrower, the financial
institutions party as Lenders, and SunTrust Bank, as Agent; Indemnity,
Subrogation and Contribution Agreement dated as of April 30, 2001, among
Ruby Tuesday, Inc., as Lessee, each Subsidiary listed on Schedule I
hereto, as Guarantors, SunTrust Bank, a Georgia banking corporation, as
agent for the Lenders; and Construction Agency Agreement dated as of
April 30, 2001 among Atlantic Financial Group, Ltd. And Ruby Tuesday,
Inc. as Construction Agent.
10.41 Sixth Amendment to the Ruby Tuesday, Inc. Management Retirement Plan
dated April 9, 2001.*
10.42 First Amendment to the Ruby Tuesday, Inc. Executive Supplemental
Pension Plan dated April 9, 2001.*
10.43 Indenture to the Ruby Tuesday, Inc. Salary Deferral Plan dated April 9,
2001.*
10.44 Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement restated
as of June 1, 2001.*
10.45 Partner Agreement dated as of June 6, 2001 by and between Ruby Tuesday,
Inc. and Robert D. McClenagan, Jr.*
10.46 Servicing Agreement dated as of August 2, 2001 among Ruby Tuesday, Inc.,
Specialty Restaurant Group, LLC, and PFG (Performance Food Group)
Customized Distribution.
10.47 Ruby Tuesday, Inc. 1996 Stock Incentive Plan restated as of
September 30, 1999.* (30)
10.48 Form of First Amendment to Master Agreement dated as of March 4, 1998 to
Master Agreement dated as of May 30, 1997. (16)
10.49 Ruby Tuesday, Inc. Executive Supplemental Pension Plan restated as of
July 1, 1999.* (31)
10.50 First Amendment dated November 20, 2000, to Agreement and Plan of Merger,
by and among Registrant, Tia's, LLC, and Specialty Restaurant Group, LLC;
Master Agreement and Indemnity Regarding Leases and Subleases dated as of
November 20, 2000 between the Registrant and General Electric Capital
Business Asset Funding Corporation and General Electric Business Asset
Funding Corporation of Arkansas; Agreement Regarding Collateral dated as
of November 20, 2000 between the Registrant and General Electric Capital
Business Asset Funding Corporation and General Electric Business Asset
Funding Corporation of Arkansas and Specialty Restaurant Group, LLC; Debt
Subordination Agreement dated as of November 20, 2000 made by Registrant,
Specialty Restaurant Group, LLC, General Electric Capital Business Asset
Funding Corporation and General Electric Business Asset Funding
corporation of Arkansas; Agreement dated as of November 20, 2000 by and
between the Registrant and James Carmichael; Promissory Note dated as of
November 20, 2000 by Specialty Restaurant Group, LLC in favor of the
Registrant; Member Pledge Agreement, dated November 20, 2000, made by and
among each of the individuals listed on Schedule I thereto, Specialty
Restaurant Group, LLC and Registrant; Option Agreement dated as of
November 20, 2000 between Specialty Restaurant Group, LLC and the
Registrant; Nonsolicitation Agreement dated as of November 20, 2000
between Specialty Restaurant Group, LLC and the Registrant; Support
Services Agreement dated as of November 20, 2000 between Specialty
Restaurant Group, LLC and the Registrant; Intellectual Property Agreement
dated as of November 20, 2000 between Specialty Restaurant Group, LLC and
the Registrant; Assignment and Assumption of Certain Agreements by and
between Registrant, and Specialty Restaurant Group, LLC; Indemnity
Agreement dated as of November 20, 2000 by and between Registrant and
Specialty Restaurant Group, LLC. (32)
10.51 Reserved
10.52 Lease agreement dated October 1, 1997 between Riverfront Capital Business
Trust, a Pennsylvania business trust and Ruby Tuesday, Inc., a
Georgia corporation. (16)
13 Annual Report to Shareholders for the fiscal year ended June 5, 2001
(Only portions specifically incorporated by reference in the Form 10-K
are being filed herewith).
21 Subsidiaries of Registrant.
23.1 Consent of KPMG LLP, Independent Auditors for the Fiscal years ended June
5, 2001 and June 4, 2000.
23.2 Consent of Ernst & Young, LLP, Independent Auditors for the Fiscal year
ended June 6, 1999.
Footnote Description
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to Exhibit of the same number to Form 8-B
dated March 15, 1996 of Ruby Tuesday, Inc. (File No. 1-12454).
(2) Incorporated by reference to Exhibit 99.1 to Form 8-K dated April 16,
2001 for Ruby Tuesday, Inc. (file No. 1-12454)
(3) Incorporated by reference to Exhibit 10(b) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 5, 1993 (File No. 0-1750).
(4) Incorporated by reference to Exhibit of the same number to Annual Report
on Form 10-K for Ruby Tuesday, Inc. for the fiscal year ended
May 31, 1997 (File No. 1-12454).
(5) Incorporated by reference to Exhibit 10(c) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 3, 1995 (File No. 1-12454).
(6) Incorporated by reference to Exhibit 10(d) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 3, 1995 (File No. 1-12454).
(7) Incorporated by reference to Exhibit 10(e) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 3, 1995 (File No. 1-12454).
(8) Incorporated by reference to Exhibit 28.1 to Registration Statement on
Form S-8 of Morrison Restaurants Inc. (Reg. No. 33-13593).
(9) Incorporated by reference to Exhibit 10(h) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 5, 1993 (File No. 0-1750).
(10) Incorporated by reference to Exhibit 10(i) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 5, 1993 (File No. 0-1750).
(11) Incorporated by reference to Exhibit 10(n) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 3, 1995 (File No. 1-12454).
(12) Incorporated by reference to Exhibit 10(q) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 3, 1989 (File No. 0-1750).
(13) Incorporated by reference to Exhibit 10(v) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 5, 1993 (File No. 0-1750).
(14) Incorporated by reference to Exhibit 10(z) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 4, 1994 (File No. 1-12454).
(15) Incorporated by reference to Exhibit 10(a)(a) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended
June 4, 1994 (File No. 1-12454).
(16) Incorporated by reference to Exhibit of the same number to Form 10-K
for Ruby Tuesday, Inc. for the fiscal year ended June 6, 1998
(File No. 1-12454).
(17) Incorporated by reference to Exhibit 99.1 to Form 10-Q for Ruby
Tuesday, Inc. for the quarter ended September 6, 1998 (File No. 1-12454).
(18) Incorporated by reference to Exhibit 99.2 to Form 10-Q for Ruby
Tuesday, Inc. for the quarter ended September 6, 1998 (File No. 1-12454).
(19) Incorporated by reference to Exhibit 10.60 to Form 10-K for Ruby
Tuesday, Inc. for the fiscal year ended June 6, 1999 (File No. 1-12454).
(20) Incorporated by reference to Exhibit 99.1 to Form 10-Q dated
October 20, 1999 for Ruby Tuesday, Inc. for the three month period ended
September 5, 1999. (File No. 1-12454).
(21) Incorporated by reference to Exhibit 99.1 to Form 10-Q dated
January 19, 2000 for Ruby Tuesday, Inc. for the three month period ended
December 5, 1999 (File No. 1-12454).
(22) Incorporated by reference to Exhibit 99.2 to Form 10-Q dated
January 19, 2000 for Ruby Tuesday, Inc. for the three month period ended
December 5, 1999 (File No. 1-12454).
(23) Incorporated by reference to Exhibit 99.3 to Form 10-Q dated
January 19, 2000 for Ruby Tuesday, Inc. for the three month period ended
December 5, 1999 (File No. 1-12454).
(24) Incorporated by reference to Exhibit 99.2 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(25) Incorporated by reference to Exhibit 99.4 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(26) Incorporated by reference to Exhibit 99.5 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(27) Incorporated by reference to Exhibit 99.6 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(28) Incorporated by reference to Exhibit 99.7 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(29) Incorporated by reference to Exhibit 99.8 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(30) Incorporated by reference to Exhibit 99.1 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(31) Incorporated by reference to Exhibit 99.3 to Form 10-Q dated
October 18, 2000 for Ruby Tuesday, Inc. for the three month period ended
September 3, 2000 (File No. 1-12454).
(32) Incorporated by reference to Exhibit 99.2 to Form 8-K dated
December 5, 2000 for Ruby Tuesday, Inc. for the date of earliest event
reported on November 20, 2000. (File No. 1-12454)
(b) Reports on Form 8-K
On April 16, 2001, the Company filed a report on Form 8-K reporting that on
April 9, 2001, the Board of Directors of the Registrant changed the fiscal
year end of the Registrant from the first Sunday following May 30 to the
first Tuesday following May 30, effective in fiscal year 2001.
(c) Exhibits filed with this report are attached hereto.
(d) The financial statement schedules listed in subsection (a) (2) above are
attached hereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
RUBY TUESDAY, INC.
Date 8/31/01 By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Date 08/31/01 By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chairman of the Board and
Chief Executive Officer
Date 08/31/01 By: /s/ Marguerite N. Duffy
Marguerite N. Duffy
Senior Vice President,
Chief Financial Officer
Date 08/31/01 By: /s/ John B. McKinnon
John B. McKinnon
Director
Date 08/31/01 By: /s/ Dr. Donald Ratajczak
Dr. Donald Ratajczak
Director
Date 08/31/01 By: /s/ Dolph W. von Arx
Dolph W. von Arx
Director
Date 08/31/01 By: /s/ Claire L. Arnold
Claire L. Arnold
Director
Date 08/31/01 By: /s/ Dr. Benjamin F. Payton
Dr. Benjamin F. Payton
Director
Date 08/31/01 By: /s/ James A. Haslam, III
James A. Haslam, III
Director
Date 08/31/01 By: /s/ Elizabeth L. Nichols
Elizabeth L. Nichols
Director
Date 08/31/01 By: /s/ Bernard Lanigan Jr.
Bernard Lanigan Jr.
Director