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RUBY TUESDAY INC
Filing Type: 10-K
Description: Annual Report
Filing Date: August 29, 2002
Period End: June 4, 2002
Primary Exchange: New York Stock Exchange
Ticker: RI
20
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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 4, 2002
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 26, 2002
as reported on the New York Stock Exchange, was approximately $1,282,002,562.
The number of shares of the Registrant's common stock outstanding at
August 26, 2002 was 63,781,222.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended June 4, 2002 are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive proxy statement relating to the annual
meeting of shareholders to be held on October 8, 2002 are incorporated by
reference into Part III.
INDEX
PART I
Page
Number
Item 1. Business 4-6
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of
Security Holders 8
Executive Officers of the Company 8
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 9
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosure About
Market Risk 9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 9
PART III
Item 10. Directors and Executive Officers of the
Registrant 9
Item 11. Executive Compensation 10
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder
Matters 10
Item 13. Certain Relationships and Related Transactions 10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 11-17
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, which
consisted of 16 restaurants, 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 that occurred on 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",
"RTI", "we").
We began our franchising program 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 24 casual-dining operators who have
become domestic franchise partners and one traditional franchisee. In
conjunction with the signing of the agreements with the domestic franchise
partners, we have sold 123 Ruby Tuesday restaurants in our non-core markets to
the franchise partners over the last six fiscal years. In addition, RTI has
entered into agreements with 14 international franchisees who hold rights to
develop Ruby Tuesday restaurants in 40 countries.
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 RTI's American Cafe and Tia's Tex-Mex concepts and certain
members of his management team.
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Operations
We own and operate the Ruby Tuesday concept in the bar and grill segment of
casual dining. We also offer franchises for the Ruby Tuesday concept in domestic
and international markets. As of June 4, 2002, we owned and operated 397 casual
dining restaurants, located in 25 states and the District of Columbia. Also, as
of June 4, 2002, franchisees operated 183 domestic restaurants located in 19
states and 16 international restaurants located in the Asian Pacific Region,
India, Puerto Rico, Iceland, and Central and South America.
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, ribs, chicken entrees, steak entrees,
seafood entrees, pasta entrees, burgers, soups, sandwiches, our signature salad
bar, and signature Tallcake(TM) desserts in strawberry and chocolate varieties.
Entree selections range in price from $6.29 to $16.99.
At June 4, 2002, RTI owned and operated units concentrated primarily in the
Southeast, Northeast, Mid-Atlantic and Midwest. We consider these regions to be
our core markets. We intend to open approximately 50 to 55 Company-owned units
during Fiscal 2003. The majority of these new restaurants are expected to be
located in existing markets. Current development plans call for a continued
shift towards freestanding restaurants versus mall-based restaurants, with
approximately 97% of new restaurants to be opened in Fiscal 2003 expected to be
freestanding. Existing prototypes range in size from 4,000 to 6,600 square feet
with seating for 152 to 290 guests. Currently, our focus is on a new 5,600
square-foot, 222-dining seat restaurant. Because these restaurants provide for
substantial seating in proportion to the square footage of the buildings, we
believe these restaurants provide the opportunity for improved restaurant-level
returns on investment. We believe there is potential for several thousand
additional Ruby Tuesdays across the United States. Due to having several
different prototypes, we are able to develop restaurants in a variety of
different markets including rural America, locations adjacent to interstate
highways, locations within office complexes, as well as our more traditional
sites. Other than population and traffic volume, our site selection requirements
for these new restaurants include annual household incomes ranging from $30,000
to $50,000 and good accessibility and visibility of the location. New
restaurants are being operated by general managers who have a financial stake in
the success of their restaurants ("Managing Partners") and are rewarded for
their ability to grow sales and operating profit. Restaurants operated by
Managing Partners consistently outperform the system-wide restaurant averages in
both same-store-sales and operating profits.
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Franchising
Our domestic franchise program began in Fiscal 1997. Our domestic franchise
program allows us to become a financial partner with restaurant operators whom
we believe to be some of the best from the casual dining industry. Domestic
franchising efforts are concentrated outside the Company's core growth markets,
which consist primarily of Florida and certain parts of the Midwest, Northeast,
and Western United States. Under the franchise agreements signed by each
franchise partner, RTI receives development and license fees from the
franchisees in exchange for the right for the franchisees to develop, over the
next five to six years, and operate, over the next fifteen to twenty-five years,
Ruby Tuesday restaurants in their respective areas. RTI also receives royalty
fees from the franchisees based on a percentage of each restaurant's sales as
well as support service fees for providing a variety of services, including the
maintenance of franchisees' accounting records.
During Fiscal 2002, the Company sold 20 Ruby Tuesday restaurants to domestic
franchise partners and 19 other new Ruby Tuesday restaurants were opened by
domestic franchisees, bringing the total of domestic franchised restaurants to
183. The 24 domestic franchise partners and one traditional franchisee operate
these 183 units in the following states: Arkansas (1) California (1), Colorado
(12), Florida (52), Illinois (18), Indiana (9), Iowa (1), Kansas (4), Kentucky
(5), Maine (2), Michigan (25), Minnesota (5), Missouri (14), Nebraska (5),
Nevada (1), New York (18), Oregon (1), Utah (5), and Washington (4).
RTI's International franchise program, which also began in Fiscal 1997,
continued its development during Fiscal 2002 by opening five international
franchise restaurants during the year. At present, the Company has 16
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-USM, located in the Maryville, Tennessee Restaurant Support
Services Center, serves as the centralized training center for all of RTI's and
our franchisee's restaurant managers and other team members. Facilities include
classrooms and a test kitchen. WOW-U provides managers the opportunity to gather
for intensive, ongoing 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 our corporate culture. Further contributing to the
training experience is RT LodgeSM 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. We
believe our emphasis on training and retaining high quality restaurant managers
is critical to our long-term success and has played a vital role in enabling us
to reach low turnover for both management and hourly employees.
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Research and Development
RTI does not engage in any material research and development activities.
However, we do engage in ongoing studies to assist with the development of menu
items. Additionally, we conduct consumer research to determine guest
preferences, trends, and opinions.
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Raw Materials
We have contracted with U.S. Foodservice, Inc., and PFG (Performance Food Group)
Customized Distribution to distribute our raw materials under a cost-plus
arrangement. We have two contracts with U.S. Foodservice; one expires on March
3, 2003, while the other can be terminated at any time upon appropriate notice.
Our contract with PFG can be terminated at any time upon appropriate notice.
These contracts provide us with two primary food distributors, reducing our
reliance on any one major vendor.
If either distributor is unable to meet our supply needs, we negotiate directly
with alternate primary suppliers to obtain competitive prices.
RTI 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,
RTI'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 we operate.
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Trademarks of the Company
RTI and its affiliates have registered certain trademarks and service marks with
the United States Patent and Trademark Office, including Ruby Tuesday. RTI holds
an exclusive license to use all such trade and service marks from such
affiliates. This license also includes the right to sub-license the related
trade and service marks. We believe that these and other related marks are of
material importance to our business. Registration of the Ruby Tuesday trademark
expires in 2005, unless renewed.
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Seasonality
RTI's business is moderately seasonal. Average restaurant sales of our
mall-based restaurants, which represent approximately 31% of our 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 our business is dependent upon a single customer, or very
few customers. The loss of one customer or even a few customers would not have a
material impact on our operations.
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Competition
RTI's business is subject to intense competition with respect to price, service,
location, and food quality. We are in competition with other food service
operations, with locally-owned restaurants, as well as national and regional
restaurant chains that offer the same type of services and products as we do.
Some of our competitors may be better established in the markets where our
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
We are 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. RTI 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. RTI'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 RTI's operations.
There is no material portion of our 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 RTI.
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Personnel
We employ approximately 11,900 full-time and 19,500 part-time employees. We
believe working conditions are favorable and employee compensation is comparable
with our competition. None of our employees are covered by a collective
bargaining agreement.
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Item 2. Properties.
Information regarding the locations of our Ruby Tuesday restaurants is shown in
the list below. Of the 397 Company-owned and operated restaurants as of June 4,
2002, we owned the buildings and held non-cancelable long-term land leases for
107 restaurants, owned the land and buildings for 49 restaurants, and held
non-cancelable leases covering land and buildings for 241 restaurants. RTI'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. On July 26, 2002,
RTI entered into a transaction to refinance our bank-financed operating lease
agreements with traditional bank debt (See Note 12 to the Consolidated Financial
Statements included in the Annual Report to Shareholders for the year ended June
4, 2002 for further details). Upon completion of the refinancing, 118 of the
restaurants included in the non-cancelable leases covering land and buildings
will be owned land and buildings (93 of which were open at June 4, 2002). RTI's
executives and certain other administrative personnel are located in the
Maryville Support Services Center. In Fiscal 2000, we opened a second Restaurant
Support Services Center in nearby Alcoa, Tennessee and closed our Support
Services Center in Mobile, Alabama. During Fiscal 2001, we opened a third
Restaurant Support Services Center in Maryville, Tennessee located adjacent to
the existing one.
Additional information concerning our properties and leasing arrangements is
incorporated herein by reference to Notes 7 and 12 to Consolidated Financial
Statements included in the Annual Report to Shareholders for the year ended June
4, 2002.
As of June 4, 2002, we operated 397 Ruby Tuesday restaurants in the following
locations:
Alabama (37) Illinois (1) New Hampshire (3) South Carolina (24)
Arkansas (2) Kentucky (3) New Jersey (14) Tennessee (34)
Arizona (7) Louisiana (3) New York (10) Virginia (49)
Connecticut (12) Massachusetts (10) North Carolina (23) West Virginia (2)
Delaware (5) Maryland (24) Ohio (27) Washington, DC (2)
Florida (18) Mississippi (11) Pennsylvania (32)
Georgia (40) Missouri (2) Rhode Island (2)
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Item 3. Legal Proceedings.
We are presently, and from time to time, subject to pending claims and lawsuits
arising in the ordinary course of 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.
To date, no additional liability, based on comparable assessments for the
Company's other units, has been pursued by the IRS. On June 17, 2002, the U. S.
Supreme Court, in United States v. Fior d Italia, upheld the IRS' enforcement
policy. Notwithstanding the ruling in Fior, it is our position that additional
assessments are unlikely. We believe that a dollar-for-dollar 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, we have, since
January 1997, been a participant in the IRS' enforcement program which would
eliminate the risk of additional assessments in return for our proactive role in
promoting employee tip reporting. We believe that the protection against
additional assessments afforded by this agreement would be available to the
Company.
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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 14, 2002 is provided below.
Executive Officer
Name Age Position with the Company Since
S. E. Beall, III 52 Chairman of the Board and Chief Executive Officer 1982
R. D. McClenagan 54 President/Partner 1985
S. L. Turner 49 President, Support Services 1997
D. T. Cronk 49 Senior Vice President, General Counsel and Secretary 1997
A. R. Johnson 50 Senior Vice President, Brand Development 2000
M. N. Duffy 41 Senior Vice President, Chief Financial Officer 2001
C. C. Cope 39 Senior Vice President/Partner, Operations 2002
Mr. Beall has been Chairman of the Board and Chief Executive Officer of RTI 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, as President and Chief Operating Officer of Morrison from
September 1986 to June 1992, and held various executive positions from April
1982 to September 1986. Mr. Beall founded Ruby Tuesday, Inc. (the predecessor
company) in 1972 and served as the President and Chief Executive Officer of Ruby
Tuesday, Inc., from 1972 to April 1982.
Mr. McClenagan has been President/Partner of the RTI since June 2001 and was
President of the Ruby Tuesday Division of RTI 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 RTI 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 April 1999 to January 2001. From
September 1997 until April 1999, Ms. Turner served as Senior Vice President -
Human Resources. Prior to joining RTI, Ms. Turner served as Senior Vice
President-Human Resources of Hasbro, Inc. from 1993 to 1997.
Mr. Cronk joined RTI 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 RTI in April 2000 and was named Senior Vice President-Brand
Development in May 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 May 1992 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 RTI 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.
Mr. Cope joined the Company in January 1990 and was named Senior Vice President,
Operations in October 2001. He served as Regional Director of RTI from November
1999 to January 2001 and Vice-President, Operations Controller from August 1997
to November 1999. Prior to that time Mr. Cope served as Director of Restaurant
Financial Support, Regional Financial Analyst, Division Controller and Assistant
Controller.
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 4, 2002.
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. There are no material restrictions on the
ability to pay dividends. During Fiscal 2002, the Company declared and paid
semi-annual dividends in the first and third quarters. On July 8, 2002, RTI's
Board of Directors declared a semi-annual cash dividend of 2.25 cents per share
payable on August 5, 2002 to shareholders of record on July 22, 2002.
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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 4, 2002 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 4, 2002 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 19 of the Registrant's Annual Report to
Shareholders for the year ended June 4, 2002 is incorporated herein by
reference.
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Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements and the related independent
auditors' report contained in the Registrant's Annual Report to Shareholders for
the year ended June 4, 2002 are incorporated herein by reference:
Consolidated Statements of Income - Fiscal years ended June 4, 2002,
June 5, 2001, and June 4, 2000.
Consolidated Balance Sheets - As of June 4, 2002 and June 5, 2001.
Consolidated Statements of Shareholders' Equity and Comprehensive Income -
Fiscal years ended June 4, 2002, June 5, 2001 and June 4, 2000.
Consolidated Statements of Cash Flows - Fiscal years ended June 4, 2002,
June 5, 2001 and June 4, 2000.
Notes to Consolidated Financial Statements.
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Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There has been no change of accountants nor any disagreements with accountants
on any matter of accounting principles or practices or financial statement
disclosure required to be reported under this item.
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 8, 2002.
(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 8, 2002.
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Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters.
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" and the information set forth under the
caption "Equity Compensation Plan Information" in the definitive proxy statement
of the Registrant relating to the Registrant's annual meeting of shareholders to
be held on October 8, 2002.
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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 8, 2002.
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
auditors' report thereon, included in the Registrant's Annual Report
to Shareholders for the year ended June 4, 2002, 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 4, 2002,
June 5, 2001 and June 4, 2000 18
Consolidated Balance Sheets as of
June 4, 2002 and June 5, 2001 19
Consolidated Statements of Shareholders'
Equity and Comprehensive Income for the
years ended June 4, 2002, June 5, 2001
and June 4, 2000 20
Consolidated Statements of Cash Flows
for the years ended June 4, 2002,
June 5, 2001 and June 4, 2000 21
Notes to Consolidated Financial Statements 22-34
Independent Auditors' Report 35
2. Financial Statement Schedules (1):
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Schedule II - Valuation and Qualifying
Accounts for the Years Ended June 4,
2002, June 5, 2001 and June 4, 2000
(In thousands)
Balance at Charged to Charged to
Beginning Costs and other Balance at
of Period Expenses Accounts Write-offs End of Period
Description
Allowance for Doubtful Notes
Fiscal Year Ended June 4, 2002 19,729 34,050 592 (34,890) 19,481
Fiscal Year Ended June 5, 2001 25,115 4,276 (9,662) 19,729
Fiscal Year Ended June 4, 2000 8,018 17,597 (500) 25,115
(1) All other financial statement schedules have been omitted, as the required
information is inapplicable or the information is presented in the financial
statements or related notes.
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 8/29/02 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 8/29/02 By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chairman of the Board and
Chief Executive Officer
Date 8/29/02 By: /s/ Marguerite N. Duffy
Marguerite N. Duffy
Senior Vice President,
Chief Financial Officer
Date 8/29/02 By: /s/ John B. McKinnon
John B. McKinnon
Director
Date 8/29/02 By: /s/ Dr. Donald Ratajczak
Dr. Donald Ratajczak
Director
Date 8/29/02 By: /s/ Dolph W. von Arx
Dolph W. von Arx
Director
Date 8/29/02 By: /s/ Claire L. Arnold
Claire L. Arnold
Director
Date 8/29/02 By: /s/ Dr. Benjamin F. Payton
Dr. Benjamin F. Payton
Director
Date 8/29/02 By: /s/ James A. Haslam, III
James A. Haslam, III
Director
Date 8/29/02 By: /s/ Elizabeth L. Nichols
Elizabeth L. Nichols
Director
Date 8/29/02 By: /s/ Bernard Lanigan Jr.
Bernard Lanigan Jr.
Director
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 (Reserved)
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)
10.53 First Amendment to the Ruby Tuesday, Inc. Salary Deferral Plan dated
February 11, 2002. (33)
10.54 Fourth Amendment to the Morrision Retirement Plan dated
March 21, 2002.* (34)
10.55 Revolving Credit and Term Loan Agreement dated as of July 26, 2002, by and
among Ruby Tuesday, Inc., a Georgia corporation, the several banks and
other financial institutions from time to time party hereto, and Suntrust
Bank, in its capacity as Administrative Agent for the Lenders, as Issuing
Bank, and as Swingline Lenders.
10.56 Partner Agreement dated as of June 6, 2001 by and between Ruby
Tuesday, Inc. and Collin C. Cope.*
10.57 Promissory Note dated as of June 6, 2001 of Collin C. Cope in favor of
Ruby Tuesday, Inc.
10.58 First Amendment to the Ruby Tuesday, Inc. Deferred Compensation Trust
Agreement dated as of June 10, 2002.*
10.59 Second Amendment to the Ruby Tuesday, Inc. Executive Supplemental Pension
Plan dated as of April 10, 2002.*
10.60 First Amendment dated as of August 9, 2002 to the Servicing Agreement
dated as of August 2, 2001 among Ruby Tuesday, Inc., Specialty Restaurant
Group, LLC and PFG (Performance Food Group) Customized Distribution
(Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.)
10.61 Incentive Bonus Plan for the Chief Executive Officer.* (35)
13 Annual Report to Shareholders for the fiscal year ended June 4, 2002 (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
4, 2002, June 5, 2001 and June 4, 2000.
99.1 Certification of Samuel E. Beall, III, Chairman of the Board and Chief
Executive Officer.
99.2 Certification of Marguerite N. Duffy, Senior Vice President, Chief
Financial Officer.
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) (Reserved)
(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).
(33) Incorporated by reference to Exhibit 99.1 to Form 10-Q dated
April 19, 2002 for Ruby Tuesday, Inc. for the three month period
ended March 5, 2002 (File No. 1-12454).
(34) Incorporated by reference to Exhibit 99.2 to Form 10-Q dated
April 19, 2002 for Ruby Tuesday, Inc. for the three month period
ended March 5, 2002 (File No. 1-12454).
(35) Incorporated by reference to the Appendix to the Registrant's
Proxy Statement for the 1999 Annual Meeting of Shareholders
dated as of August 27, 1999 (File No. 1-12454).
(b) Exhibits filed with this report are attached hereto.