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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 (FEE REQUIRED)
For the fiscal year ended June 3, 1995
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 its charter)
DELAWARE 63-0475239
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4721 Morrison Drive, Mobile, Alabama 36609
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (334)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.[ ]
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 4, 1995 as reported on the New York Stock Exchange, was
approximately $621,218,000. 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 4, 1995 was 34,532,900.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended June 3, 1995 are incorporated by reference into
Parts I and II.
Portions of the Registrant's definitive proxy statement dated August
25, 1995 are incorporated by reference into Part III.
INDEX
PART I
Page
Number
Item 1. Business 4 - 10
Item 2. Properties 11 - 12
Item 3. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of
Security Holders 13
Executive Officers of the Company 14 - 15
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 16
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 16
Item 8. Financial Statements and Supplementary Data 17
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 17
PART III
Item 10. Directors and Executive Officers of the
Registrant 17
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial
Owners and Management 18
Item 13. Certain Relationships and Related Transactions 18
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 19 - 24
PART I
Item 1. Business.
General
Morrison Restaurants Inc. (the "Company"), a Delaware corporation, was
founded in 1920 as a unique cafeteria concept in Mobile, Alabama. In
1928, with just eight cafeterias, the Company had its first and only
public stock offering. The first cash dividend on the common shares
was declared in 1936, and dividends have been paid continuously for 59
years.
During its 75 year history the Company has diversified itself into
various markets of the restaurant and contract-feeding industry. In
April 1982 the Company entered the mid-scale casual dining market by
acquiring Ruby Tuesdays. During the years which followed the Company
added other casual dining concepts, including Mozzarella's Cafe
("Mozzarella's") and L&N Seafood Grill (L&N). At its June 27, 1994
meeting, the Company's Board of Directors approved the plan to phase
out the L&N concept by converting a majority of the L&N units into
other concepts and by selling or closing the remaining locations. In
January, 1995 the Company completed the acquisition of Tia's, a chain
of Tex-Mex restaurants, which allowed the Company to enter one of the
fastest growing segments of the casual dining market.
During the Company's history it also acquired various contract-feeding
companies and combined them with Company-developed contract-feeding
business. In August, 1994 the Company sold certain of its education,
business and industry ("B&I") contracts and assets to concentrate on
management of restaurants and food-service accounts in hospitals and
healthcare facilities. As with L&N, Management believed that B&I was
not likely to become a dominant competitor. B&I accounts not sold
were closed.
Revenues have surpassed one billion dollars for the fourth straight
year in fiscal 1995, thus establishing the Company as one of the
premier restaurant companies in the nation.
Operations
During fiscal 1995, the Company streamlined its business with the
divestiture of L&N and B&I. Its remaining operations are structured
into two primary groups: the Ruby Tuesday Group, comprised of the Ruby
Tuesday Division and the Specialty Division, consisting of
Mozzarella's and Tia's, and the Morrison Group, comprised of the
Health Care Division and the Family Dining Division. Collectively,
the Company operates 798 restaurant operations, consisting of 333
casual dining restaurants and 465 retail and hospital cafeterias and
Fresh Cooking outlets in 37 states and Washington, D.C.
Ruby Tuesday Group:
Ruby Tuesday
Ruby Tuesday's are casual, full-service restaurants with mahogany
woods and whimsical artifacts, classic brass and Tiffany lamps which
create a comfortable, nostalgic look and feel. Ruby Tuesday's menu is
based on variety, with something for just about everyone. Some of
Ruby Tuesday's most popular entree items which are prepared fresh
daily are: fajitas, baby-back ribs, chicken entrees as well as soups,
sandwiches, salad bar, and signature "Tallcake" desserts in Strawberry
and Chocolate-Oreo varieties. Entree selections range in price from
$4.99 to $11.99. Servers are dressed in black pants, starched white
shirts, colorful ties, and white bistro aprons.
Ruby Tuesday, with 275 units, concentrated primarily in the Northeast,
Southeast, Mid-Atlantic and the Midwest, is the group's primary growth
vehicle. The Company intends to open at least 50 additional units in
fiscal 1996 with the majority of these in existing markets. New units
range from 4,250 to 5,200 square feet with seating for 160 to 185
guests. Other than population and traffic volume, site criteria
requirements for new units include annual household incomes ranging
from $30,000 to $50,000, parking for at least 100 vehicles and
accessibility and visibility of location.
Mozzarella's Cafe
Mozzarella's is a Company-developed, full-service restaurant with a
menu that features a variety of pastas and thin-crust gourmet pizzas,
along with made-from-scratch soups, entree salads and sandwiches,
fresh seafood selections, prime steak and grilled chicken all prepared
with signature recipes. Entree selections range in price from $4.99
to $13.99.
Mozzarella's decor is upbeat and colorful with polished wood trim and
paneling, European poster art, strings of overhead lights and tile
floors. Displays of olive oil, tomatoes, pasta and other food
products contribute to the appeal of the restaurant. Servers approach
the guests dressed in white button-down shirts accented with a
colorful bow tie, black trousers and a red bistro apron.
With over 40 Company-owned establishments, Mozzarella's are primarily
located in the Mid-Atlantic and the Southeast with particular
concentration in the Washington, D.C. area, Florida and Virginia. The
Company intends to open only five units in fiscal 1996 to concentrate
on improving the operational efficiency and effectiveness of existing
units. New restaurants typically range from 4,200 to 4,500 square
feet and seat 140 to 160 visitors. Other than visibility and
accessibility of site, potential sites must meet selected traffic and
parking criteria, average annual household incomes greater than
$40,000 and have space available for parking 100 or more automobiles.
Tia's Tex-Mex
Tia's, the newest concept of the Group, is a full-service, casual
dining restaurant. The decor is reminiscent of a grand old Mexican
restaurant with chandeliers replicating those from an old Mexican
hotel, and colors, textures and artifacts that reflect the
restaurants' genuine Southwestern heritage. Tortillas are made by
hand in a display station which contributes to Tia's unique
atmosphere.
Tia's menu items, which are all fresh and made from scratch, include
an array of traditional Tex-Mex favorites such as: fajitas,
enchiladas, tacos, nachos and quesadillas and a selection of unique
grilled and sauteed dishes. The menu also provides the guest with a
variety of appetizers and desserts. Entree items range in price from
$4.50 to $11.95. Chips are cooked fresh throughout the day and served
with just made salsa to every guest. Each guest is greeted by a
casually dressed server wearing a camp shirt, in various colors, with
the Tia's logo, blue jeans and short black aprons.
The Company had 14 Tia's operational at the end of fiscal 1995 and
plans to open at least five units in fiscal 1996. New and existing
units are to be located in the Southwest, Southeast and Mid-Atlantic
regions. New units will have approximately 6100 to 6200 square feet
with seating capacity for 180 visitors. New Tia's restaurants are
considered in areas with annual household incomes from $40,000 to
$50,000, with sites which are visible, accessible and provide at least
125 dedicated parking spaces, and meet certain population and traffic
criteria.
Morrison Group:
Health Care Contracts
The Health Care Division, with 291 accounts, is one of the leading
providers of food and nutrition services to hospitals and healthcare
facilities across America. Accounts range in size from 100 bed
specialty hospitals to facilities with over 2,000 beds.
Morrison has capitalized on its 75 years of expertise in operating
restaurants to bring a retail-oriented mentality to healthcare
clients. Along with managing the food service facilities, the
Division also provides dietary services to some of the largest
hospitals in America.
The Division offers its clients the flexibility to adjust programs,
staffing and service plans to meet the changing needs of the industry.
The Division is divided into ten teams. Each team includes a regional
vice president, nutrition services specialist, culinary specialist,
human resources director, support services coordinator and a director
of business development which are dedicated to sharing the best
industry practices and performance improvement ideas. The regional
teams are supported by a corporate staff that includes nutrition
services, marketing, sales, human resources, legal, finance,
development and culinary services.
Morrison's Family Dining and Fresh Cooking Restaurants
Morrison's Cafeterias serve millions of classic, all-American, freshly
prepared meals every year. Morrison's offers a wide variety of
selections, refreshing salads, home-style entrees, freshly prepared
vegetables, breads, and home-baked pie or other desserts all for a
price ranging from $3.99 to $5.89.
Morrison's Fresh Cooking features many of Morrison's menu selections
along with some new items such as Rotisserie Chicken. Morrison's
Fresh Cooking offers several value meal combinations, as well as
individually priced items such as freshly prepared vegetables and
desserts. Some units feature a take-out shop.
The traditional cafeteria is approximately 10,000 square feet and
seats approximately 250 customers. New cafeterias are being built in
a more contemporary design of approximately 5,500 square feet (Small
Cafeterias) which seat approximately 225 guests. The Small Cafeteria
offers a roadhouse style appearance, with a curved service line which
allows enhanced viewing of the menu items by the customer. The more
decorative dining area, accompanied by booths and wooden tables and
chairs, is set off from the serving line by a short wall for a feeling
of openness. The Company is opening new cafeterias in proven market
areas in the Southeast.
Industry Segments
The information appearing under the caption "Group Information" of the
Registrant's Annual Report to Stockholders for the fiscal year ended
June 3, 1995, 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 3, 1995 is incorporated herein by
reference.
Research and Development
The Company does not engage in any material research and development
activities. 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
Raw materials essential to the operation of the Company's 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, the Company
negotiates directly with primary suppliers to obtain competitive
prices. The Company uses purchase commitment contracts to stabilize
the potentially volatile pricing associated with certain commodities.
Because of the relatively short storage life of inventories, limited
storage facilities at the restaurants themselves, the Company's
requirement for freshness and the numerous sources of goods, a minimum
amount of inventory is maintained at the units. If necessary, all
essential food, beverage and operational products are available and
can be obtained from alternative suppliers in all cities in which the
Company operates.
Trademarks of the Company
The Company has registered certain trademarks and service marks, with
the United States Patent and Trademark Office; "Morrison's", "Ruby
Tuesday", "Mozzarella's", and "Tia's" are four such marks. The
Company believes that these and other related marks are of material
importance to the Company's business. Registrations of the trademarks
listed above expire from 2004 to 2005, unless renewed. In addition to
the marks listed above, approval is pending for the mark of
"Morrison's Fresh Cooking" by the Company.
Seasonality
The Company's business is moderately seasonal. Average restaurant
sales of the Company are slightly higher during the winter months than
during the summer months.
Working Capital Practices
Cash provided by operations, along with borrowings under the Company's
revolving line of credit, are invested in new unit expansion and the
renovation of existing units. Cash available during the year is used
to repurchase shares of the Company's common stock.
Additional information concerning the working capital of the Company
is incorporated herein by reference to information presented within
the "Liquidity and Capital Resources" section of "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" of the Company's 1995 Annual Report to Stockholders.
Customer Dependence
No material part of the business of the Company is dependent upon a
single customer, or a very few customers, the loss of any one of which
would have a material adverse effect on the Company.
Competition
The Company's activities in the restaurant industry are subject to
vigorous competition relating to restaurant location and service, as
well as quality, variety and value perception of the food products
offered. The Company is in competition with other food service
operations, with locally-owned operations as well as national and
regional chains that offer the same type of services and products as
the Company.
Government Compliance
The Company is subject to various licensing and regulations at both
the state and local levels for items such as zoning, land use,
sanitation, alcoholic beverage control, health and fire safety all of
which could delay the opening of a new restaurant or the operation of
an existing unit. The Company's business is subject to various other
regulations at the federal level such as health care, minimum wage,
and fair labor standards. Compliance with these regulations has not
had, and is not expected to have, a material adverse effect on the
Company's operations.
There is no material portion of the Company's business that is subject
to renegotiation of profits or termination of contracts or
sub-contracts at the election of the Government.
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, is not expected to have a material effect upon the
capital expenditures, earnings or competitive position of the Company.
Personnel
The Company employs approximately 36,000 full-time and part-time
employees. The Company believes that working conditions are favorable
and employee compensation is comparable with its competition.
International Operations
All of Company-owned operations are located within the United States. On
March 30, 1995 the Company entered into a development agreement (the
"Agreement") with Jardine Pacific Restaurants Group Limited (the
"Developer") to open a minimum of eight, 20, and 38 Ruby Tuesday
restaurants in the Asia-Pacific region by the end of the third, sixth,
and tenth anniversaries of the date of the Agreement, respectively.
Under the terms of the Agreement the Company is to receive a licensing
fee on the first seven Ruby Tuesday restaurants opened by the Developer
in the Asia-Pacific region and royalties, from all units, derived as
applicable, from sales or profits as defined in the Agreement. The
Company does not expect this Agreement to have a material effect on
future operations, nor is it currently engaged in material operations in
foreign countries.
Item 2. Properties.
Information regarding the locations of the Company's Ruby Tuesday
Group and Morrison Group (retail and hospital cafeterias) operations
is shown in the list below. Of the 507 Company-operated restaurants
(Ruby Tuesday Group and retail cafeteria operations), the Company
owned the building and held long-term land leases for 61 restaurants,
owned the land and building for 38 restaurants, held leases covering
land and building for 407 restaurants and owned the land and leased
the building for one unit. 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. Initial lease terms expire at
various dates over the next 24 years and may provide for escalation 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). The Company
has a policy to remodel units as needed. Facilities and equipment are
repaired and maintained to assure their adequacy, productive capacity
and utilization. Except for certain administrative support of the
Morrison Group, the administrative personnel of the Company 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.
The administrative personnel of the Morrison Group are located in
Atlanta, Georgia in approximately 20,000 square feet of a leased
building.
Additional information concerning the properties of the Company and
the lease obligations of the Company and its subsidiaries is
incorporated herein by reference to Note 8 of the Notes to
Consolidated Financial Statements included in the Annual Report to
Stockholders for the fiscal year ended June 3, 1995.
Item 2. Properties (continued)
Information regarding the location by state and the number of the
Company's Ruby Tuesday and Morrison Group operations is shown below.
Ruby Ruby
Tuesday Morrison Tuesday Morrison
State Group Group State Group Group
Alabama 16 48 Minnesota 3
Arkansas 3 1 Mississippi 5 20
Arizona 2 9 Missouri 4 15
California 29 Nebraska 2
Colorado 1 2 New Hampshire 1
Connecticut 6 2 New Jersey 8 4
District of New York 23 7
Columbia 1 3
North Carolina 6 9
Delaware 3 1
Ohio 12 14
Florida 51 78
Oklahoma 2
Georgia 35 46
Pennsylvania 16 17
Illinois 9 8
Rhode Island 1
Indiana 4 5
South Carolina 7 17
Iowa 1
Tennessee 23 25
Kentucky 5 16
Texas 12 20
Louisiana 3 8
Vermont 1
Maine 1 5
Virginia 36 27
Maryland 14 11
West Virginia 4
Massachusetts 4 6
Wisconsin 2
Michigan 14 4
Item 3. Legal Proceedings.
The Company 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 material adverse effect on the
Company's operations or consolidated financial position.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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 4, 1995 is provided
below.
Executive
Officer
Name Age Position with the Company Since
S. E. Beall, III 45 Chief Executive Officer 1982
R. D. McClenagan 47 President, 1985
Ruby Tuesday Division
R. L. Tatum 55 President, 1993
Family Dining Division
P. G. Hunt 59 Senior Vice President, 1972
General Counsel and
Secretary
J. R. Mothershed 47 Senior Vice President, 1992
Finance
R. Vilord 59 Senior Vice President, 1993
Human Resources
A. R. Johnson 43 President, Specialty 1993
Division
G. Davenport 41 President, Morrison's 1994
Health Care Division
Mr. Beall was elected Chief Executive Officer and Chairman of
the Board effective May 5, 1995. Mr. Beall served as
President and Chief Executive Officer from June 6, 1992 to May
4, 1995 and as President and Chief Operating Officer from
September, 1986 to June, 1992.
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, 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 the 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 15 of the Notes to Consolidated Financial
Statements of the Registrant's Annual Report to Stockholders for
the fiscal year ended June 3, 1995.
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 1994.
Specifically, the maximum amount available for Restricted
Payments at any time is an amount equal to the sum of
$175,000,000 plus 50% (or minus 100% in the case of a deficit) of
Consolidated Net Earnings for the period commencing on June 5,
1994, and terminating at the end of the last fiscal quarter
preceding the date of any proposed Restricted Payment. At June 3,
1995, the maximum amount of permissible Restricted Payments was
$39,407,000.
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 3, 1995 is incorporated herein by
reference. See also the information relating to the sale of B&I
contracts and assets 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 3, 1995 for factors that effect the comparability
of the information reflected in selected financial data.
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 3, 1995 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 3, 1995, are incorporated herein by reference:
Consolidated Statements of Income - Fiscal years ended
June 3, 1995, June 4, 1994 and June 5, 1993.
Consolidated Balance Sheets - As of June 3, 1995 and June 4,
1994.
Consolidated Statements of Stockholders' Equity - Fiscal
years ended June 3, 1995, June 4, 1994 and June 5, 1993.
Consolidated Statements of Cash Flows - Fiscal years ended
June 3, 1995, June 4, 1994 and June 5, 1993.
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 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 dated August 25, 1995, relating to the
Registrant's annual meeting of stockholders to be held on
September 27, 1995.
(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".
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 "Election of Directors - Directors'
Fees and Attendance" in the definitive proxy statement of the
Registrant dated August 25, 1995 relating to the Registrant`s
annual meeting of stockholders to be held on September 27, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information required by this Item 12 is incorporated herein
by reference to the information set forth in the table captioned
"Beneficial Ownership of Common Stock" under "Election of
Directors" in the definitive proxy statement of the Registrant
dated August 25, 1995, relating to the Registrant's annual
meeting of stockholders to be held on September 27, 1995.
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 25, 1995, relating to the Registrant's
annual meeting of stockholders to be held on September 27, 1995.
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 3, 1995, 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 3, 1995,
June 4, 1994 and June 5, 1993 36
Consolidated Balance Sheets as of
June 3, 1995 and June 4, 1994 37
Consolidated Statements of Stockholders'
Equity for the fiscal years ended
June 3, 1995, June 4, 1994 and
June 5, 1993 38
Consolidated Statements of Cash Flows
for the fiscal years ended June 3, 1995,
June 4, 1994 and June 5, 1993 39
Notes to Consolidated Financial Statements 40 - 47
Report of Independent Auditors 48
2. Financial statement schedules:
Report of Independent Auditors 23
Schedule II - Valuation and Qualifying
Accounts for the fiscal years ended June 3,
1995, June 4, 1994 and June 5, 1993 27
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 as amended.
3(b) Bylaws as restated and amended.
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.(6)
10(a) Executive Supplemental Pension Plan together with First Amendment
made June 30, 1994 and Second Amendment made July 31, 1995.*
10(b) Morrison Restaurants Inc. Stock Incentive Plan.*(2)
10(c) Morrison Restaurants Inc. Stock Incentive and Deferred Compensation
Plan for Directors together with first amendment dated June 29,
1995.*
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.*(7)
10(g) Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock
Option Plan, and Related Agreement.*(8)
Exhibit
Number Description
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(j) Credit Agreement dated as of September 30, 1994 among Morrison
Restaurants Inc., Trust Company Bank as Agent and Administrative
Agent and the cap lender named on the signature pages thereto,
together with forms of cap revolving cap credit cap note, Money
Market Note, and Subsidiary Guaranty Cap Agreement.(11)
10(k) Stock Purchase Agreement dated as of January 16, 1995 by and among
the Registrant and certain stockholders of Tias, Inc. listed on the
signature pages thereto.(10)
10(l) Intentionally omitted
10(m) Supply Agreement between Morrison Restaurants Inc. and PYA/Monarch,
Inc.(5)
10(n) Morrison Restaurants Inc. Management Retirement Plan together with
First Amendment made June 30, 1994 and Second Amendment made July
31, 1995.*
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.(9)
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) First and Second Amendments to
the Plan dated October 21, 1994 and June 30, 1995, respectively and
the First Amendment to the Trust Agreement made June 30, 1995.*
10(q) Executive Group Life and Executive Accidental Death and
Dismemberment Plan.*(4)
10(r) Form of Morrison Restaurants Inc. Change of Control Agreement
entered into with S.E. Beall, III, G.A. Davenport, P.G. Hunt, A.R.
Johnson, R.D. McClenagan, J.R. Mothershed, R.L. Tatum and R.
Vilord.*(3)
10(s) Non-Qualified Option Agreement between the Company and Mr. E.E.
Bishop, dated January 30, 1987.*(3)
Exhibit
Number Description
10(t) Non-Qualified Option Agreement between the Company and Mr. S.E.
Beall, III dated January 30, 1987.*(3)
10(u) Intentionally omitted.
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.(1)
10(x) First Amendment to Morrison Restaurants Inc. Stock Incentive
Plan.*(1)
10(y) First Amendment to Morrison Restaurants Inc. Long-Term Incentive
Plan.*(1)
10(z) Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and Non-
Qualified Stock Option Plan.*(1)
10(a)(a) Morrison Restaurants Inc. Executive Life Insurance Plan.*(1)
10(b)(b) Performance Stock Rights Agreement dated July 1, 1993 between the
Company and S. E. Beall.*(1)
10(c)(c) Letter agreement dated May 20, 1994 between the Company and J. B.
Byrum relating to severance, salary continuation and commission
arrangements.(1)
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.(1)
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 Annual Report on Form 10-K for the fiscal year ended
June 4, 1994.
(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 of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 2, 1990.
(4) 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.
(5) 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.
(6) 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.
(7) Incorporated by reference to Exhibit 28 of the Registrant's
Registration Statement No. 2-97120 on Form S-8.
(8) Incorporated by reference to Exhibit 28.1 of the Registrant's
Registration Statement No. 33-13593 on Form S-8.
(9) Incorporated by reference to Exhibit (2) in the Registrant's Form
8-K dated July 27, 1994.
(10) Incorporated by reference to Exhibit (2) in the Registrant's Form
8-K dated January 17, 1995.
(11) Incorporated by reference to Exhibit of the same number in the
Registrant's Report on Form 10-Q for the fiscal quarter ended
December 3, 1994.
(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.
SCHEDULE II
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED JUNE 3, 1995, JUNE 4, 1994 AND JUNE 5, 1993
(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 3, 1995:
Trade receivables:
Allowance for doubtful accounts........ $ 2,622 $ 0 $ 0 $ 981 $ 1,641
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
Notes:
(A) Write-off of trade receivables determined to be uncollectible against the allowance for doubtful
accounts.
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 08/28/95 By:/s/ Samuel E. Beall, III
Samuel E. Beall, III
Chief Executive Officer
and Chairman of the Board
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 08/28/95 By:/s/ Samuel E. Beall, III
Samuel E. Beall, III
Chief Executive Officer
and Chairman of the Board
Date 08/28/95 By:/s/ J. Russell Mothershed
J. Russell Mothershed
Senior Vice President, Finance
(Principal Accounting Officer)
Date 08/28/95 By:/s/ Wallace R. Bunn
Wallace R. Bunn
Director
Date 08/28/95 By:/s/ J. B. McKinnon
J. B. McKinnon
Director
Date 08/28/95 By:/s/ Donald Ratajczak
Dr. Donald Ratajczak
Director
Date 08/28/95 By:/s/ Dolph W. von Arx
Dolph W. von Arx
Director
Date
Claire L. Arnold
Director
Date
E. E. Bishop
Director
Date
Arthur R. Outlaw
Vice-Chairman of the Board
Date
Dr. Benjamin F. Payton
Director
MORRISON RESTAURANTS INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit
Number Description
3(a) Certificate of Incorporation as amended.
3(b) Bylaws as restated and amended.
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.(6)
10(a) Executive Supplemental Pension Plan together with First Amendment made
June 30, 1994 and Second Amendment made July 31, 1995.*
10(b) Morrison Restaurants Inc. Stock Incentive Plan.*(2)
10(c) Morrison Restaurants Inc. Stock Incentive and Deferred Compensation
Plan for Directors together with first amendment dated June 29, 1995.*
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.*(7)
10(g) Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock
Option Plan, and Related Agreement.*(8)
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(j) Credit Agreement dated as of September 30, 1994 among Morrison
Restaurants Inc., Trust Company Bank as Agent and Administrative Agent
and the cap lender named on the signature pages thereto, together with
forms of cap revolving cap credit cap note, Money Market Note, and
Subsidiary Guaranty Cap Agreement.(11)
10(k) Stock Purchase Agreement dated as of January 16, 1995 by and among the
Registrant and certain stockholders of Tias, Inc. listed on the
signature pages thereto.(10)
Exhibit
Number Description
10(l) Intentionally omitted
10(m) Supply Agreement between Morrison Restaurants Inc. and PYA/Monarch,
Inc.(5)
10(n) Morrison Restaurants Inc. Management Retirement Plan together with
First Amendment made June 30, 1994 and Second Amendment made July 31,
1995.*
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.(9)
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) First and Second Amendments to the Plan
dated October 21, 1994 and June 30, 1995, respectively and the First
Amendment to the Trust Agreement made June 30, 1995.*
10(q) Executive Group Life and Executive Accidental Death and Dismemberment
Plan.*(4)
10(r) Form of Morrison Restaurants Inc. Change of Control Agreement entered
into with S.E. Beall, III, G.A. Davenport, P.G. Hunt, A.R. Johnson,
R.D. McClenagan, J.R. Mothershed, R.L. Tatum and R. Vilord.*(3)
10(s) Non-Qualified Option Agreement between the Company and Mr. E.E.
Bishop, dated January 30, 1987.*(3)
10(t) Non-Qualified Option Agreement between the Company and Mr. S.E. Beall,
III dated January 30, 1987.*(3)
10(u) Intentionally omitted.
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.(1)
10(x) First Amendment to Morrison Restaurants Inc. Stock Incentive Plan.*(1)
10(y) First Amendment to Morrison Restaurants Inc. Long-Term Incentive
Plan.*(1)
10(z) Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and Non-
Qualified Stock Option Plan.*(1)
Exhibit
Number Description
10(a)(a) Morrison Restaurants Inc. Executive Life Insurance Plan.*(1)
10(b)(b) Performance Stock Rights Agreement dated July 1, 1993
between the Company and S. E. Beall.*(1)
10(c)(c) Letter agreement dated May 20, 1994 between the Company and
J. B. Byrum relating to severance, salary continuation and
commission arrangements.(1)
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.(1)
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 Annual Report on Form 10-K for the fiscal year ended
June 4, 1994.
(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 of the same number in the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 2, 1990.
(4) 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.
(5) 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.
(6) 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.
(7) Incorporated by reference to Exhibit 28 of the Registrant's
Registration Statement No. 2-97120 on Form S-8.
(8) Incorporated by reference to Exhibit 28.1 of the Registrant's
Registration Statement No. 33-13593 on Form S-8.
(9) Incorporated by reference to Exhibit (2) in the Registrant's Form 8-K
dated July 27, 1994.
(10) Incorporated by reference to Exhibit (2) in the Registrant's Form 8-K
dated January 17, 1995.
(11) Incorporated by reference to Exhibit of the same number in the
Registrant's Report on Form 10-Q for the fiscal quarter ended December
3, 1994.