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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 4, 1994
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
MORRISON RESTAURANTS INC.
(Exact name of registrant as specified in charter)
DELAWARE 63-0475239
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4721 Morrison Drive, Mobile, Alabama 36625
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (205) 344-3000
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
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(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.[X]
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 5, 1994 as reported on the New York Stock Exchange, was
approximately $628,717,000. Shares of Common Stock held by each
executive officer and director and by each person who owns 5% or more of
the outstanding Common Stock have been excluded in that such persons may
be deemed to be affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.
The number of shares of the Registrant's common stock outstanding at
August 5, 1994 was 35,306,096.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended June 4, 1994 are incorporated by reference into Parts
I and II.
Portions of the Registrant's definitive proxy statement dated August 26,
1994 are incorporated by reference into Part III.
INDEX
PART I
Page Number
Item 1. Business 4 - 7
Item 2. Properties 8 - 9
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of
Security-Holders 10
Executive Officers of the Registrant 11 - 12
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 13
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 14
PART III
Item 10. Directors and Executive Officers of the
Registrant 14
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial
Owners and Management 15
Item 13. Certain Relationships and Related Transactions 15
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 16 - 23
PART I
Item 1. Business.
A(a) General Development of Business
Morrison Restaurants Inc. (hereinafter referred to as the "Registrant"
or "Company"), a Delaware corporation, was founded in 1920 as a unique
cafeteria concept in Mobile, Alabama. In 1928, with just eight
cafeterias, Morrison Restaurants Inc. had its first and only public
stock offering. The first cash dividend on the common shares was
declared in 1936, and has been paid continuously for 58 years.
Beginning October 21, 1993 Morrison Restaurants Inc. common stock was
publicly traded on the New York Stock Exchange under the ticker symbol
"RI". Prior to that, it was traded over-the-counter under the NASDAQ-
NMS Symbol "MORR".
The Company has grown to a diversified restaurant company. During
fiscal 1994 the Company structured its operations into two primary
groups: Ruby Tuesday Group, comprised of the Ruby Tuesday Division and
the Specialty Division, and Morrison Group, comprised of the Health Care
Division, the Family Dining Division and the Hospitality Division.
Certain of the contracts and assets of the Hospitality Division were
sold by the Company on August 8, 1994, with the remaining accounts to be
closed. Collectively, the Registrant operates 733 restaurant operations
in 38 states and Washington, D.C. The Company at year end operated 288
Casual Dining Restaurants and 445 retail and hospital cafeterias and
Fresh Cooking outlets excluding the units of the Hospitality Division.
Through a corporate planning process begun early in 1982, Morrison has
reshaped its business with a series of divestitures and acquisitions
which has resulted in a significant managerial realignment with a
commitment to enhance its position in the restaurant industry. The
Company's strategic objectives were to focus resources and capital on
retail restaurants and contract food service and to become a company in
the business of feeding people. Important milestones in this process
are discussed below.
On April 1, 1982, the Company completed the acquisition of Ruby Tuesday,
Incorporated, which allowed the Company to enter into the mid-scale
casual dining market. Ruby Tuesday's interiors accented with brass and
Tiffany-style lamps, coupled with its specialty selections of salads,
soups, burgers, chicken and ethnic dishes, have propelled the chain into
national prominence. Following the diversification strategy established
by the Company's purchase of Ruby Tuesday, the Company has since
developed and expanded into the casual dining market with the following
concepts: the L&N Seafood Grill (first unit opened March of 1982),
Mozzarella's, formerly Silver Spoon Cafes (first unit opened November
1984) and its newest test concept Sweetpea's (first unit opened June
1993). On June 27, 1994, the Company announced that it will convert 30
of the 38 L&N Seafood Grills to other Ruby Tuesday Group concepts (Ruby
Tuesdays, Mozzarella's, or Sweetpea's) that have greater growth
opportunities. The remaining eight L&N Seafood Grills will be sold or
closed.
The Company acquired Custom Management Corporation located in Kingston,
Pennsylvania in fiscal 1987, Dobbs Food Service Management in fiscal
1988 and Manask Food Services, Inc. in fiscal 1989. Combined with
Morrison Management Services, the self developed contract feeding
division, this portion of the business later became known as Morrison
Hospitality Group, providing food-management contracts nationwide for
all types of institutions and industry. In fiscal 1994 the Company
structured the contract feeding division of the business into a Health
Care Division and a Hospitality Division. In accordance with the
business and financial plans of the Company approved in fiscal 1994, on
August 8, 1994, the Company disposed of certain education, business and
industry contracts and assets (which were a part of the Morrison Group's
Hospitality Division) as a part of the Company's strategy to invest in
high growth businesses that have or can attain a dominant position in
their respective categories.
Another divestiture was completed in fiscal 1989, when Morco Industries,
a division of the Registrant distributing food products and food service
equipment, was sold to PYA/Monarch, the food service distribution
division of Sara Lee Corporation. This sale enabled Morrison to
redirect the capital resources invested in Morco Industries into greater
growth opportunities.
Fiscal 1992 was a milestone year for the Company as revenues surpassed
$1 billion, establishing the Company as one of the premier restaurant
companies in the nation. On September 30, 1992, with shareholder
approval, management decided to formally change the name of the Company
to "Morrison Restaurants Inc." The name change solidified the direction
of the Registrant as a restaurant company.
Fiscal 1993 was again a record year in sales and earnings. The
Specialty Restaurant Division began testing a new concept, Sweetpea's, a
full service restaurant with a casual atmosphere and freshly prepared
homemade foods. The Family Dining Division began investing in growth
with Fresh Cooking outlets which are located in mall food-courts and
serve selected items from the cafeteria menu. This division also began
investing in a smaller cafeteria style family restaurant with a more
limited menu than existing cafeterias.
Fiscal 1994 marked the Company's third straight year of record sales and
earnings. The Company implemented a new financial strategy in fiscal
1994 that focuses on the maintenance of a targeted capital structure
utilizing prudent amounts of debt to finance the Company's expansion.
The Company's business strategy for the future focuses on more
aggressive growth in each division while increasing prior same-store
sales.
(b) Financial Information About Industry Segments
The information appearing under the caption "Group Information" of the
Registrant's Annual Report to Stockholders for the fiscal year ended
June 4, 1994, and Note 2 of the Notes to Consolidated Financial
Statements included in the Registrant's Annual Report to Stockholders
for the fiscal year ended June 4, 1994 is incorporated herein by
reference.
(c) Narrative Description of Business
Morrison Restaurants Inc. is a diversified restaurant company with
operations in two primary business groups: Ruby Tuesday Group
encompassing casual dining restaurants and Morrison Group encompassing
retail cafeteria operations and the food contract management of health
care cafeterias. Collectively, the Company operates 733 restaurant
operations in 38 states and Washington, D.C.
The Registrant is not engaged in any material research activities
relating to the development of new products or services or the improve-
ment of existing products or services. Numerous studies are made,
however, on a continuing basis, to improve menus, equipment, and methods
of operations, including planning for new food service concepts.
Raw materials essential to the operation of its business are obtained
from numerous sources but principally from PYA/Monarch under a cost-plus
arrangement. The purchases from PYA/Monarch are in accordance with the
Supply Agreement between the Company and PYA/Monarch which was entered
into on July 8, 1988, in conjunction with the disposal by the Company of
the Morco Industries division. If PYA/Monarch is unable to meet the
Company's supply needs, other sources may be utilized. Because of the
relatively short storage life of inventories, limited storage facilities
at the restaurants themselves, the Registrant's requirement for
freshness and the numerous sources of goods, a minimum amount of
inventory is maintained at the units. Inventories are stated at the
lower of cost (first in-first out) or market.
The Registrant has registered certain trademarks and service marks with
the United States Patent and Trademark Office; "Morrison's" , "Ruby
Tuesday", and "Mozzarella's" are three such marks. The Registrant
believes that these and other related marks are of material importance
to the Registrant's business. Registrations of trademarks and service
marks expire from 1995 to 2014, unless renewed.
Portions of the Company's 1994 working capital were used to fund the
investment in capital expenditures and to repurchase shares of the
Company's common stock. Cash that is not needed in the day-to-day
operation of the Company is invested in temporary investments. The
terms for receivables continue to be net 30 days and inventories are
maintained only at necessary levels. Payables continue to remain high
due to management's program to maximize the use of its assets by taking
advantage of the best terms from its vendors.
Additional information concerning the working capital of the Company is
incorporated herein by reference to information under the caption "2.4
Working Capital" of the Company's 1994 Annual Report to Stockholders.
No material part of the business of the Registrant is dependent upon a
single customer, or a very few customers, the loss of any one of which
would have a materially adverse effect on the Registrant.
Backlog of orders is not significant in the business of the Registrant.
There is no material portion of the Registrant's business that is
subject to renegotiation of profits or termination of contracts or
sub-contracts at the election of the Government.
The Registrant's activities in the restaurant industry and related
fields are subject to vigorous competition from numerous companies as
well as individuals who are engaged in offering the same type of service
and products as the Registrant.
Compliance with Federal, State and local laws, regulations, ordinances,
rules and provisions which have been enacted or adopted regulating the
discharge of materials into the environment, or otherwise relating to
the protection of the environment, is not expected to have a material
effect upon the capital expenditures, earnings or competitive position
of the Registrant.
The Registrant employs approximately 33,000 full-time and part-time
employees, excluding the employees of the education, business and
industry accounts which were sold on August 8, 1994.
(d) Financial Information About Foreign and Domestic Operations and
Export Sales.
All of Registrant's wholly owned operations are located within the
United States. The Registrant and its subsidiaries have not engaged in
material operations in foreign countries.
Item 2. Properties.
Information regarding the locations of the Registrant's Ruby Tuesday
Group and Morrison Group (retail and hospital cafeterias) operations is
shown in the list below. The nature of the Health Care Division of the
Morrison Group is professionally managing food and related service
systems on client-owned property. Vending services on client-owned
facilities complement this program. Except for 51 company-owned
properties, the Ruby Tuesday Group and retail cafeteria operations are
conducted in leased premises. Initial lease terms expire at various
dates over the next 23 years and may provide for escalations of rents
during the lease terms. Most of these leases provide for additional
contingent rents based upon sales volume and contain options to renew
(at adjusted rentals for some leases). Operating leases expiring in each
of the next five fiscal years are: 26 in 1995; 31 in 1996; 15 in 1997;
25 in 1998; and 25 in 1999. The Registrant has a policy to remodel
units as needed. Facilities and equipment are repaired and maintained
to assure their adequacy, productive capacity and utilization. The
administrative personnel of the Registrant are located in the executive
and administrative headquarters building located in Mobile, Alabama.
The administrative headquarters has a lease term ending in 1998 and
provides an option to purchase at a nominal amount at the end of the
initial lease term. This building was financed through the sale of
Industrial Development Revenue Bonds from the Industrial Development
Board of the City of Mobile, Alabama.
Additional information concerning the properties of the Registrant and
the lease obligations of the Registrant and its subsidiaries is
incorporated herein by reference to Note 9 of the Notes to Consolidated
Financial Statements included in the Registrant's Annual Report to
Stockholders for the fiscal year ended June 4, 1994.
Item 2. Properties
Information regarding the location by state and the number of
the Registrant's Ruby Tuesday and Morrison Group operations is
shown below.
Ruby Ruby
Tuesday Morrison Tuesday Morrison
State Group Group State Group Group
Alabama 17 46 Minnesota 3
Arkansas 1 1 Mississippi 4 19
Arizona 9 Missouri 4
California 26 Nebraska 2
Colorado 3 New Hampshire 1
Connecticut 6 1 New Jersey 5 2
District of New Mexico 4
Columbia 1 3
New York 14 5
Delaware 2 1
North Carolina 6 10
Florida 49 85
Ohio 11 13
Georgia 35 42
Oklahoma 2
Illinois 8 5
Pennsylvania 13 16
Indiana 3 3
Rhode Island 1
Iowa 1
South Carolina 4 18
Kentucky 7 17
Tennessee 24 21
Louisiana 2 9
Texas 2 24
Maine 5
Vermont 1
Maryland 12 12
Virginia 33 27
Massachusetts 4 4
West Virginia 4
Michigan 13 4
Wisconsin 2 1
Item 3. Legal Proceedings.
The Registrant is presently, and from time to time, subject to
pending claims and suits arising in the ordinary course of its
business. In the opinion of management, the ultimate resolution
of these pending legal proceedings will not have a materially
adverse effect on the Registrant's operations or consolidated
financial position.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Executive Officers of the Registrant.
Executive officers of the Registrant are appointed by and serve at
the discretion of the Registrant's Board of Directors. Information
regarding the Registrant's executive officers as of August 8, 1994
is provided below.
Officer
Name Age Position with the Company Since
S. E. Beall, III 44 President and 1982
Chief Executive Officer
R. D. McClenagan, 46 President, 1985
Ruby Tuesday Division
R. L. Tatum 54 President, 1992
Family Dining Division
P. G. Hunt 58 Senior Vice President, 1972
General Counsel and
Secretary
J. R. Mothershed 46 Senior Vice President, 1992
Finance
R. Vilord 58 Senior Vice President, 1993
Human Resources
A. R. Johnson 42 President, Specialty 1993
Division
G. Davenport 40 President, Morrison's 1994
Health Care Division
Mr. Beall was elected Chief Executive Officer effective June
6, 1992. Mr. Beall served as President and Chief Operating
Officer from September of 1986.
Mr. McClenagan was appointed President of the Ruby Tuesday
Division in March 1994. He served as President of the Ruby
Tuesday Group from April 1990 to March 1994 and as Senior Vice
President of the Specialty Restaurant Division from March 1985
to April 1990.
Mr. Tatum was appointed President of the Family Dining
Division in March 1994. Previously, he was Senior Vice
President of Morrison's Family Dining Group and was appointed
President of Morrison's Family Dining Group in March of 1993.
Mr. Hunt joined the Company in June 1968 and was named Senior
Vice President, General Counsel and Secretary in September
1985. From December 1984, to September 1985, he served as
Vice President, General Counsel and Secretary.
Mr. Mothershed joined the Company in July 1972 and was named
Senior Vice President, Finance in March 1994. He served as
Vice President, Controller and Treasurer from March 1989 until
March 1994.
Mr. Vilord joined the Company in April 1988 and was named
Senior Vice President of Human Resources in June 1993. He
served as Vice President of Purchasing from October 1989 until
June 1993.
Mr. Johnson was named President, Specialty Division in March,
1994. Prior thereto, he served as Senior Vice President,
Marketing from June 1993 to March 1994 and as Vice President,
Marketing of the Ruby Tuesday Group from November 1992 to June
1993. Prior to joining the Company in November, 1992, Mr.
Johnson was a consultant to the Ruby Tuesday Group.
Mr. Davenport joined the Company in November 1973 and was
appointed President of Morrison's Health Care Division in
November 1993. Previously, he served as Regional Vice
President of the Hospitality Group and was promoted to Senior
Vice President, Hospitality Group in February 1990.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
Certain information required by this item is incorporated herein
by reference to Note 13 of the Notes to Consolidated Financial
Statements of the Registrant's Annual Report to Stockholders for
the fiscal year ended June 4, 1994.
Under various financing agreements, the Company has agreed to
restrict dividend payments (other than stock dividends) and
purchases of its capital stock to amounts (collectively,
"Restricted Payments") based on earnings after fiscal year 1990.
Specifically, the maximum amount available for Restricted
Payments at any time is an amount equal to the sum of (1)
$27,000,000 plus 50% (or minus 100% in the case of a deficit) of
Consolidated Net Earnings for the period commencing on June 3,
1990, and terminating at the end of the last fiscal quarter
preceding the date of any proposed Restricted Payment, less (2)
the sum of (a) the aggregate amount of all dividends and other
distributions paid or declared by the Company on any class of its
stock after June 2, 1990, and (b) the excess of the aggregate
amount expended by the Company, directly, or indirectly, after
June 2, 1990, for the redemption, purchase or other acquisition
of any shares of its stock, over the aggregate amount received by
the Company after June 2, 1990, as the net cash proceeds of the
sale of any shares of its stock. At June 4, 1994, the maximum
amount of permissible Restricted Payments was $2,146,000.
Item 6. Selected Financial Data.
The information contained under the caption "Summary of
Operations" of the Registrant's Annual Report to Stockholders for
the fiscal year ended June 4, 1994 is incorporated herein by
reference.
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 Stockholders for
the fiscal year ended June 4, 1994 is incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements and the related
report of the Company's independent auditors contained in the
Registrant's Annual Report to Stockholders for the fiscal year
ended June 4, 1994, are incorporated herein by reference:
Consolidated Statements of Income - Fiscal years ended
June 4, 1994, June 5, 1993 and June 6, 1992.
Consolidated Balance Sheets - As of June 4, 1994 and June 5,
1993.
Consolidated Statements of Stockholders' Equity - Fiscal
years ended June 4, 1994, June 5, 1993 and June 6, 1992.
Consolidated Statements of Cash Flows - Fiscal years ended
June 4, 1994, June 5, 1993 and June 6, 1992.
Notes to Consolidated Financial Statements.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) The information regarding directors of the Registrant is
incorporated herein by reference to the information set forth in
the table captioned "Director and Director Nominee Information"
under Proposal 1 in the definitive proxy statement of the
Registrant dated August 26, 1994, relating to the Registrant's
annual meeting of stockholders to be held on September 28, 1994.
(b) Pursuant to Form 10-K General Instruction G(3), the
information regarding executive officers of the Registrant has
been included in Part I of this Report under the caption
"Executive Officers of the Registrant".
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 "Proposal 1 - Election of
Directors - Directors' Fees and Attendance" in the definitive
proxy statement of the Registrant dated August 26, 1994 relating
to the Registrant`s annual meeting of stockholders to be held on
September 28, 1994.
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" in the definitive proxy
statement of the Registrant dated August 26, 1994, relating to
the Registrant's annual meeting of stockholders to be held on
September 28, 1994.
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 dated August 26, 1994, relating to the Registrant's
annual meeting of stockholders to be held on September 28, 1994.
PART IV
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 Stockholders for the
fiscal year ended June 4, 1994, 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 fiscal years ended June 4, 1994,
June 5, 1993 and June 6, 1992. 34
Consolidated Balance Sheets as of
June 4, 1994 and June 5, 1993. 35
Consolidated Statements of Stockholders'
Equity for the fiscal years ended
June 4, 1994, June 5, 1993 and
June 6, 1992 36
Consolidated Statements of Cash Flows
for the fiscal years ended June 4, 1994,
June 5, 1993 and June 6, 1992 37
Notes to Consolidated Financial Statements 38 - 47
Report of Independent Auditors 48
Page
Reference
in Form 10-K
2. Financial statement schedules:
Report of Independent Auditors 23
Schedule II - Amounts Receivable from
Related Parties and Underwriters, Promoters
and Employees other than Related Parties 24
Schedule V - Property and Equipment
for the fiscal years ended June 4, 1994,
June 5, 1993 and June 6, 1992 25
Schedule VI - Accumulated Depreciation,
Depletion and Amortization of Property
and Equipment for the fiscal years
ended June 4, 1994, June 5, 1993 and
June 6, 1992 26
Schedule VIII - Valuation and Qualifying
Accounts for the fiscal years ended June 4,
1994, June 5, 1993 and June 6, 1992 27
Schedule IX - Short-Term Borrowings for the
fiscal years ended June 4, 1994, June 5, 1993
and June 6, 1992 28
Schedule X - Supplementary Income Statement
Information for the fiscal years ended
June 4, 1994, June 5, 1993 and June 6, 1992 29
Financial statement schedules other than those shown
above are omitted because they are either not required
or the required information is shown in the financial
statements or notes thereto.
3. Exhibits
The following exhibits are filed as part of this report:
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit
Number Description
3(a) Certificate of Incorporation.(1)
3(b) Bylaws.
3(c) Certificate of Amendment of Certificate of Incorporation (Change
in name of Corporation).(2)
4(a) Reference is made to Articles IV, V, VII, and X of the
Certificate of Incorporation and Articles II, VI, VIII, IX and
XIII of the Bylaws incorporated by reference as Exhibits 3(a) and
3(b) hereto, respectively.
4(b) Rights Agreement.(3)
4(c) Certificate of Designation of Series A Junior Participating
Preferred Stock.(2)
10(a) Executive Supplemental Pension Plan together with First Amendment
made June 30, 1994.*
10(b) Morrison Restaurants Inc. Stock Incentive Plan.*(2)
10(c) Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors.*(2)
10(d) 1993 Executive Stock Option Program.*(2)
10(e) 1993 Management Stock Option Program (July 1, 1993 - June 30,
1996).*(2)
10(f) Morrison Restaurants Inc. Long-Term Incentive Plan.*(4)
10(g) Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified
Stock Option Plan, and Related Agreement.*(5)
10(h) Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive
Plan.*(2)
10(i) Morrison Restaurants Inc. Deferred Compensation Plan, as restated
effective January 1, 1994 together with amended and restated
Trust Agreement (dated December 1, 1992) to the Deferred
Compensation Plan.*
10(l) Profit Sharing Plan.*(6)
Exhibit
Number Description
10(m) Supply Agreement between Morrison Restaurants Inc. and
PYA/Monarch, Inc.(6)
10(n) Morrison Restaurants Inc. Management Retirement Plan together
with First Amendment made June 30, 1994.*
10(o) Asset Purchase Agreement dated June 27, 1994, by and among
Morrison Restaurants Inc. and Gardner Merchant Food Services,
Inc. and the related exhibits to such agreement.(7)
10(p) Morrison Restaurants Inc. Salary Deferral Plan as amended and
restated December 31, 1993 together with amended and restated
Trust Agreement (effective January 1, 1994) to the Salary
Deferral Plan.*
10(q) Executive Group Life and Executive Accidental Death and
Dismemberment Plan.*(8)
10(r) Form of Morrison Restaurants Inc. Change of Control Agreement
entered into with S.E. Beall, III, P.G. Hunt, R.D. McClenagan,
R.L. Tatum, J.R. Mothershed and R. Vilord.*(9)
10(s) Non-Qualified Option Agreement between the Company and Mr. E.E.
Bishop, dated January 30, 1987.*(9)
10(t) Non-Qualified Option Agreement between the Company and Mr. S.E.
Beall, III dated January 30, 1987.*(9)
10(v) Form of Non-Qualified Stock Option Agreement for Executive
Officers Pursuant to the Morrison Restaurants Inc. Stock
Incentive Plan.*(2)
10(w) Loan Agreement between Morrison Restaurants Inc. and Tias, Inc.
dated November 19, 1993 together with notes dated November 19,
1993.
10(x) First Amendment to Morrison Restaurants Inc. Stock Incentive
Plan.*
10(y) First Amendment to Morrison Restaurants Inc. Long-Term Incentive
Plan.*
10(z) Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and Non-
Qualified Stock Option Plan.*
10(a)(a) Morrison Restaurants Inc. Executive Life Insurance Plan.*
10(b)(b) Performance Stock Rights Agreement dated July 1, 1993 between the
Company and S. E. Beall.*
Exhibit
Number Description
10(c)(c) Letter agreement dated May 20, 1994 between the Company and J. B.
Byrum relating to severance, salary continuation and commission
arrangements.
10(d)(d) Stock Purchase Agreement dated June 3, 1994 between Custom
Management Corporation, a wholly-owned subsidiary of the Company
("CMC"), and J. B. Byrum relating to the sale of the Company's
35% equity interest in Morrison-Crothall Support Services, Inc.
together with promissory note in the principal amount of
$400,000, Guarantee and Stock Pledge Agreement.
11 Statement regarding computation of per share earnings.
13 Annual Report to Shareholders for the fiscal year ended June 5,
1993 (Only portions specifically incorporated by reference in the
Form 10-K are being filed herewith).
21 Subsidiaries of Registrant.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
MORRISON RESTAURANTS INC.
EXHIBIT FOOTNOTES
Exhibit
Footnote Description
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to Exhibit of the same number in the
Registrant's Registration Statement No. 33-20585 on Form S-8.
(2) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 5, 1993.
(3) Incorporated by reference to Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 1987.
(4) Incorporated by reference to Exhibit 28 of the Registrant's
Registration Statement No. 2-97120 on Form S-8.
(5) Incorporated by reference to Exhibit 28.1 of the Registrant's
Registration Statement No. 33-13593 on Form S-8.
(6) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
May 28, 1988.
(7) Incorporated by reference to Exhibit (2) in the Registrant's Form
8-K dated July 27, 1994.
(8) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 3, 1989.
(9) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 2, 1990.
(b) The Registrant filed no reports on Form 8-K during the last quarter of
the period covered by this report.
(c) Exhibits filed with this report are attached hereto.
(d) The financial statement schedules listed in subsection
(a) (2) above are attached hereto.
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Morrison Restaurants Inc.
We have audited the accompanying consolidated balance sheets of Morrison
Restaurants Inc. as of June 4, 1994 and June 5, 1993, and the related
consolidated statements of income, stockholders' equity and cash flows for
each of the three fiscal years in the period ended June 4, 1994. Our
audits also included the financial statement schedules listed in the Index
at Item 14(a). These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Morrison Restaurants Inc. at June 4, 1994 and June 5, 1993, and
the consolidated results of its operations and its cash flows for each of
the three fiscal years in the period ended June 4, 1994, in conformity with
generally accepted accounting principles. Also, in our opinion, the
related financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
/s/ Ernst & Young
Birmingham, Alabama
June 23, 1994, except for Note 12 of
Notes to Consolidated Financial Statements
as to which the date is August 8, 1994.
SCHEDULE II
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,PROMOTERS
AND EMPLOYEES OTHER THAN RELATED PARTIES
FOR THE FISCAL YEARS ENDED JUNE 4, 1994, JUNE 5, 1993 AND JUNE 6, 1992
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
DEDUCTIONS BALANCE AT END OF PERIOD
BALANCE AT (1) (1)
BEGINNING ADDITIONS AMOUNTS AMOUNTS
NAME OF DEBTOR OF PERIOD COLLECTED WRITTEN OFF CURRENT NOT CURRENT
YEAR ENDED JUNE 4, 1994:
Joe Byrum....................... $ 0 $ 400 $ 0 $ 0 $ 0 $ 400
YEAR ENDED JUNE 5, 1993: N/A N/A N/A N/A N/A N/A
YEAR ENDED JUNE 6, 1992: N/A N/A N/A N/A N/A N/A
(1) In June 1994, the Company sold its interest in Morrison-Crothall Support Services, Inc., a 35.9% owned non-consolidated
affiliate, to an officer/stockholder of the Company in exchange for a $400,000 note receivable. The interest stated on this note
accrues at a rate of 8% per annum. A payment is due June 1995 for accrued interest. Remaining payments of $50,000 plus accrued
interest are due at the end of each fiscal quarter following June 1995 until the note is paid in full. This note is secured by
Morrison Restaurants Inc. Common Stock owned or held under option by Mr. Byrum.
SCHEDULE V
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
PROPERTY AND EQUIPMENT
FOR THE FISCAL YEARS ENDED JUNE 4, 1994, JUNE 5, 1993 AND JUNE 6, 1992
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
BALANCE AT OTHER BALANCE AT
BEGINNING ADDITIONS CHANGES (2) END
CLASSIFICATION OF PERIOD AT COST (1) RETIREMENTS ADD (DEDUCT) OF PERIOD
YEAR ENDED JUNE 4, 1994:
Land............................. $12,005 $3,748 $ 0 $ 0 $15,753
Buildings........................ 38,110 10,878 578 77 48,487
Improvements to Leased Premises.. 161,958 30,731 5,470 (106) 187,113
Restaurant Equipment............. 158,866 29,294 7,031 (45) 181,084
Other Equipment.................. 46,763 9,724 3,965 (3) 52,519
Construction in Progress......... 16,870 5,955 0 0 22,825
TOTAL......................... $434,572 $90,330 $17,044 ($77) $507,781
YEAR ENDED JUNE 5, 1993:
Land............................. $11,125 $1,264 $383 $(1) $12,005
Buildings........................ 34,671 3,808 348 (21) 38,110
Improvements to Leased Premises.. 145,457 18,939 2,460 22 161,958
Restaurant Equipment............. 141,111 21,503 3,747 (1) 158,866
Other Equipment.................. 40,623 8,811 2,687 16 46,763
Construction in Progress......... 8,209 8,661 0 0 16,870
TOTAL......................... $381,196 $62,986 $ 9,625 $15 $434,572
YEAR ENDED JUNE 6, 1992:
Land............................. $ 9,948 $1,618 $441 $0 $11,125
Buildings........................ 32,279 2,122 500 770 34,671
Improvements to Leased Premises.. 140,426 10,500 4,719 (750) 145,457
Restaurant Equipment............. 130,602 15,767 5,258 0 141,111
Other Equipment.................. 36,635 7,703 3,715 0 40,623
Construction in Progress......... 8,160 49 0 0 8,209
TOTAL......................... $358,050 $37,759 $14,633 $20 $381,196
Depreciation for financial reporting purposes is computed using the straight-line method over the estimated useful
lives of the assets or, for capital lease property, over the term of the lease, if shorter. Annual rates of
depreciation range from 3% to 5% for buildings and improvements to leased premises and from 8% to 34% for
restaurant and other equipment.
Notes:
(1) Additions of property represent the cost of new facilities and improvements to existing facilities purchased
or constructed by the Company.
(2) Transfers among accounts and adjustment to net realizable value of closed cafeteria assets.
SCHEDULE VI
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY AND EQUIPMENT
FOR THE FISCAL YEARS ENDED JUNE 4, 1994, JUNE 5, 1993, AND JUNE 6, 1992
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
ADDITIONS
BALANCE AT CHARGED OTHER BALANCE AT
BEGINNING TO COSTS CHANGES (1) END
DESCRIPTION OF PERIOD AND EXPENSES RETIREMENTS ADD (DEDUCT) OF PERIOD
YEAR ENDED JUNE 4, 1994:
Buildings......................... $ 11,215 $ 1,808 $ 564 $ 0 $12,459
Improvements to Leased Premises... 74,524 12,671 4,030 0 83,165
Restaurant Equipment.............. 103,220 18,297 6,076 (3) 115,438
Other Equipment................... 25,283 6,995 3,216 0 29,062
TOTAL.......................... $214,242 $39,771 $13,886 $(3) $240,124
YEAR ENDED JUNE 5, 1993:
Buildings......................... $9,938 $1,413 $146 $10 $11,215
Improvements to Leased Premises... 64,730 11,435 1,641 0 74,524
Restaurant Equipment.............. 90,152 16,249 3,185 4 103,220
Other Equipment................... 21,204 6,352 2,261 (12) 25,283
TOTAL.......................... $186,024 $35,449 $7,233 $2 $214,242
YEAR ENDED JUNE 6, 1992:
Buildings......................... $ 8,740 $1,355 $157 $0 $9,938
Improvements to Leased Premises... 56,288 11,133 2,691 0 64,730
Restaurant Equipment.............. 78,711 15,713 4,272 0 90,152
Other Equipment................... 18,400 5,459 2,655 0 21,204
TOTAL.......................... $162,139 $33,660 $9,775 $0 $186,024
Notes:
(1) Transfers among accounts and adjustment to net realizable value of closed cafeteria assets
SCHEDULE VIII
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED JUNE 4, 1994, JUNE 5, 1993 AND JUNE 6, 1992
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS
(A)
BALANCE AT CHARGED TO CHARGED BALANCE AT
BEGINNING COSTS AND TO OTHER END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
YEAR ENDED JUNE 4, 1994:
Trade receivables:
Allowance for doubtful accounts........ $ 3,087 $ 4 $ 0 $ 469 $ 2,622
YEAR ENDED JUNE 5, 1993:
Trade receivables:
Allowance for doubtful accounts........ $ 3,021 $ 551 $ 0 $ 485 $ 3,087
YEAR ENDED JUNE 6, 1992:
Trade receivables:
Allowance for doubtful accounts........ $ 2,439 $ 1,815 $ 0 $ 1,233 $ 3,021
Notes:
(A) Write-off of trade receivables determined to be uncollectible against the allowance for doubtful
accounts.
SCHEDULE IX
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
SHORT-TERM BORROWINGS(1)
FOR THE FISCAL YEARS ENDED JUNE 4, 1994, JUNE 5, 1993 AND JUNE 6, 1992
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
(3) (4)
WEIGHTED MAXIMUM AMT. AVERAGE AMT. WEIGHTED AVG.
CATEGORY OF BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
AGGREGATE SHORT-TERM AT END INTEREST DURING THE DURING THE DURING THE
BORROWING OF PERIOD RATE PERIOD PERIOD PERIOD
YEAR ENDED JUNE 4, 1994:
Lines of Credit................... $17,416 4.55% $17,416 $1,727 4.5%
YEAR ENDED JUNE 5, 1993:
Lines of Credit (2)............... $ 0 N/A N/A N/A N/A
YEAR ENDED JUNE 6, 1992:
Lines of Credit (2)............... $ 0 N/A N/A N/A N/A
Notes:
(1) All short-term borrowings are derived from lines of credit from various banks.
Each line of credit is subject to review by the bank and may be canceled
by the Company at any time.
(2) There were no short-term borrowings at any time during the periods ended
June 5, 1993 and June 6, 1992.
(3) The average amount outstanding during the period was computed by dividing the total
month-end outstanding principal balances by 12. The Company first incurred short-term
debt in fiscal 1994 during the 4th quarter.
(4) The weighted average interest rate during the period was computed by dividing the actual
interest expense by the average daily balance of short-term debt for the period for
which such short-term borrowings were outstanding.
SCHEDULE X
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE FISCAL YEARS ENDED JUNE 4, 1994, JUNE 5, 1993 AND JUNE 6, 1992
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B
CHARGED
TO COSTS
ITEM AND EXPENSES (A)
YEAR ENDED JUNE 4, 1994:
Maintenance and repairs.............................. $ 24,567
YEAR ENDED JUNE 5, 1993:
Maintenance and repairs.............................. $ 20,837
YEAR ENDED JUNE 6, 1992:
Maintenance and repairs.............................. $ 19,677
Notes:
(A) Depreciation and amortization of intangible assets, taxes
other than payroll and income taxes, royalties and advertising
costs are not set forth inasmuch as such items do not exceed 1%
of total sales and revenues as shown in the accompanying
consolidated statements of income.
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.
MORRISON RESTAURANTS INC.
Date 08/29/94 By:/s/ Samuel E. Beall, III
Samuel E. Beall, III
Chief Executive Officer
and Director
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 08/29/94 By:/s/ E. E. Bishop
E. E. Bishop
Chairman of the Board
Date 08/29/94 By:/s/ Samuel E. Beall, III
Samuel E. Beall, III
Chief Executive Officer
and Director
Date 08/29/94 By:/s/ J. Russell Mothershed
J. Russell Mothershed
Senior Vice President, Finance
(Principal Accounting Officer)
Date 08/29/94 By:/s/ Arthur R. Outlaw
Arthur R. Outlaw
Vice-Chairman of the Board
Date 08/29/94 By:/s/ Robert J. Theis, Sr.
Robert J. Theis Sr.
Director
Date 08/29/94 By:/s/ J. B. McKinnon
J. B. McKinnon
Director
Date 08/29/94 By:/s/ Dr. Donald Ratajczak
Dr. Donald Ratajczak
Director
Date
Claire L. Arnold
Director
Date
Dr. Benjamin F. Payton
Director
Date
Wallace R. Bunn
Director
Date
Dolph W. Von Arx
Director
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit
Number Description
3(a) Certificate of Incorporation.(1)
3(b) Bylaws.
3(c) Certificate of Amendment of Certificate of Incorporation (Change
in name of Corporation).(2)
4(a) Reference is made to Articles IV, V, VII, and X of the
Certificate of Incorporation and Articles II, VI, VIII, IX and
XIII of the Bylaws incorporated by reference as Exhibits 3(a) and
3(b) hereto, respectively.
4(b) Rights Agreement.(3)
4(c) Certificate of Designation of Series A Junior Participating
Preferred Stock.(2)
10(a) Executive Supplemental Pension Plan together with First Amendment
made June 30, 1994.*
10(b) Morrison Restaurants Inc. Stock Incentive Plan.*(2)
10(c) Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors.*(2)
10(d) 1993 Executive Stock Option Program.*(2)
10(e) 1993 Management Stock Option Program (July 1, 1993 - June 30,
1996).*(2)
10(f) Morrison Restaurants Inc. Long-Term Incentive Plan.*(4)
10(g) Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified
Stock Option Plan, and Related Agreement.*(5)
10(h) Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive
Plan.*(2)
10(i) Morrison Restaurants Inc. Deferred Compensation Plan, as restated
effective January 1, 1994 together with amended and restated
Trust Agreement (dated December 1, 1992) to the Deferred
Compensation Plan.*
10(l) Profit Sharing Plan.*(6)
Exhibit
Number Description
10(m) Supply Agreement between Morrison Restaurants Inc. and
PYA/Monarch, Inc.(6)
10(n) Morrison Restaurants Inc. Management Retirement Plan together
with First Amendment made June 30, 1994.*
10(o) Asset Purchase Agreement dated June 27, 1994, by and among
Morrison Restaurants Inc. and Gardner Merchant Food Services,
Inc. and the related exhibits to such agreement.(7)
10(p) Morrison Restaurants Inc. Salary Deferral Plan as amended and
restated December 31, 1993 together with amended and restated
Trust Agreement (effective January 1, 1994) to the Salary
Deferral Plan.*
10(q) Executive Group Life and Executive Accidental Death and
Dismemberment Plan.*(8)
10(r) Form of Morrison Restaurants Inc. Change of Control Agreement
entered into with S.E. Beall, III, P.G. Hunt, R.D. McClenagan,
R.L. Tatum, J.R. Mothershed and R. Vilord.*(9)
10(s) Non-Qualified Option Agreement between the Company and Mr. E.E.
Bishop, dated January 30, 1987.*(9)
10(t) Non-Qualified Option Agreement between the Company and Mr. S.E.
Beall, III dated January 30, 1987.*(9)
10(v) Form of Non-Qualified Stock Option Agreement for Executive
Officers Pursuant to the Morrison Restaurants Inc. Stock
Incentive Plan.*(2)
10(w) Loan Agreement between Morrison Restaurants Inc. and Tias, Inc.
dated November 19, 1993 together with notes dated November 19,
1993.
10(x) First Amendment to Morrison Restaurants Inc. Stock Incentive
Plan.*
10(y) First Amendment to Morrison Restaurants Inc. Long-Term Incentive
Plan.*
10(z) Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and Non-
Qualified Stock Option Plan.*
10(a)(a) Morrison Restaurants Inc. Executive Life Insurance Plan.*
10(b)(b) Performance Stock Rights Agreement dated July 1, 1993 between the
Company and S. E. Beall.*
Exhibit
Number Description
10(c)(c) Letter agreement dated May 20, 1994 between the Company and J. B.
Byrum relating to severance, salary continuation and commission
arrangements.
10(d)(d) Stock Purchase Agreement dated June 3, 1994 between Custom
Management Corporation, a wholly-owned subsidiary of the Company
("CMC"), and J. B. Byrum relating to the sale of the Company's
35% equity interest in Morrison-Crothall Support Services, Inc.
together with promissory note in the principal amount of
$400,000, Guarantee and Stock Pledge Agreement.
11 Statement regarding computation of per share earnings.
13 Annual Report to Shareholders for the fiscal year ended June 5,
1993 (Only portions specifically incorporated by reference in the
Form 10-K are being filed herewith).
21 Subsidiaries of Registrant.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
MORRISON RESTAURANTS INC.
EXHIBIT FOOTNOTES
Exhibit
Footnote Description
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to Exhibit of the same number in the
Registrant's Registration Statement No. 33-20585 on Form S-8.
(2) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 5, 1993.
(3) Incorporated by reference to Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 1987.
(4) Incorporated by reference to Exhibit 28 of the Registrant's
Registration Statement No. 2-97120 on Form S-8.
(5) Incorporated by reference to Exhibit 28.1 of the Registrant's
Registration Statement No. 33-13593 on Form S-8.
(6) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
May 28, 1988.
(7) Incorporated by reference to Exhibit (2) in the Registrant's Form
8-K dated July 27, 1994.
(8) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 3, 1989.
(9) Incorporated by reference to Exhibit of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 2, 1990.