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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 1, 1996
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
RUBY TUESDAY, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 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 9, 1996 as reported on the New York Stock
Exchange, was approximately $312,984,000.
The number of shares of the Registrant's common stock outstanding
at August 9, 1996 was 17,611,070.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended June 1, 1996 are incorporated by reference into
Parts I and II.
Portions of the Registrant's definitive proxy statement dated
August 23, 1996 are incorporated by reference into Part III.
INDEX
PART I
Page
Number
Item 1. Business 4 - 9
Item 2. Properties 9
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of
Security Holders 10-11
Executive Officers of the Company 11-12
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 12
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 13
PART III
Item 10. Directors and Executive Officers of the
Registrant 13
Item 11. Executive Compensation 13
Item 12. Security Ownership of Certain Beneficial
Owners and Management 14
Item 13. Certain Relationships and Related Transactions 14
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 14-21
PART I
Item 1. Business.
General
Prior to March 9, 1996, Ruby Tuesday, Inc. (the "Company") was
known as Morrison Restaurants Inc. ("Morrison"). Morrison operated
three businesses in the foodservice industry. These businesses
were organized into two operating groups, the Ruby Tuesday Group,
consisting of the Company's casual dining concepts, and the
Morrison Group which was comprised of Morrison's family dining
restaurant and health care food and nutrition services businesses.
On March 7, 1996, the shareholders of Morrison approved the
distribution (the "Distribution") of its family dining restaurant
business (Morrison Fresh Cooking, Inc. ("MFCI")) and its health
care food and nutrition services business (Morrison Health Care,
Inc. ("MHCI")) to its shareholders effective March 9, 1996. In
conjunction with the Distribution, the Company reincorporated in
the state of Georgia, effected a one-for-two reverse stock split of
its common stock and changed its name to Ruby Tuesday, Inc.
The first Ruby Tuesday restaurant was opened in 1972 in Knoxville,
Tennessee near the campus of the University of Tennessee. The Ruby
Tuesday concept, with 16 operational units, was acquired by
Morrison in 1982. During the following years, Morrison added other
casual dining concepts, including the internally-developed
Mozzarella's Cafe ("Mozzarella's", formerly "Silver Spoon") and L&N
Seafood Grill ("L&N"). In June 1994, Morrison's Board of Directors
approved the plan to phase out the L&N concept in an attempt to
align all of the concepts into the strategic focus of "feeding
America for under $10." A majority of the L&N's were converted
primarily to either Ruby Tuesday or Mozzarella's and the remaining
locations were either sold or closed. Based on favorable operating
results, Morrison subsequently decided to continue to operate four
of the L&N units as L&N's through the remainder of their lease
terms. In January 1995, Morrison completed the acquisition of Tias,
Inc., a chain of Tex-Mex restaurants, which allowed it to enter
into one of the fastest growing segments of the casual dining
market. The information presented below relates to the business of
the Company following the Distribution unless the context otherwise
requires.
Operations
The Company operates three separate and distinct casual dining
concepts comprised of Ruby Tuesday, Mozzarella's and Tia's. As of
June 1, 1996, the Company operated 365 casual dining restaurants in
33 states.
Ruby Tuesday
Ruby Tuesdays are casual, full-service restaurants with mahogany
woods and whimsical artifacts, classic brass and Tiffany lamps
which create a comfortable, nostalgic look and feel. This year
we're making Ruby Tuesdays feel even more fun and a little more
casual, with black and white checked table cloths, servers dressed
in red polo shirts, and lighter, brighter wall colors. 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, soups, sandwiches, salad bar, and signature "Tallcake"
desserts in strawberry and chocolate-Oreo varieties. Entree
selections range in price from $4.99 to $14.99.
Ruby Tuesday, with 301 units concentrated primarily in the
Southeast, Northeast, Mid-Atlantic and Midwest, is the Company's
primary growth vehicle. The Company intends to open approximately
32 additional units in fiscal 1997 with the majority of these in
existing markets. While the concept has historically been mall-
based, current development plans call for 85% of new units to be
freestanding. Existing prototypes range in size from 4,300 to 5,600
square feet with seating for 180 to 210 guests. A new prototype measuring
slightly below 4,000 square feet is being tested in order to enable Ruby Tuesday
to more efficiently fill in existing markets and penetrate additional smaller
markets. Other than population and traffic volume, site criteria requirements
for new units include annual household incomes ranging from $30,000 to
$50,000 and good accessibility and visibility of the 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 $12.99.
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 tie, black trousers and a red bistro apron.
With 46 Company-owned establishments, Mozzarella's are primarily
located in the Southeast and Mid-Atlantic with particular
concentration in the Washington, D.C. area, Florida and Virginia.
The Company intends to open only three units in fiscal 1997 in
order to concentrate on improving the operational efficiency and
effectiveness of existing units. New restaurants typically range
in size from 4,200 to 4,500 square feet and seat 140 to 160
visitors.
Tia's Tex-Mex
Tia's, the Company's newest concept, is a full-service, casual
dining restaurant. The decor is reminiscent of an authentic Mexican
restaurant with chandeliers replicating those of 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 $4.49 to $11.99. 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 a short black
apron.
The Company had 18 Tia's operational at the end of fiscal 1996 and
plans to open at least four units in fiscal 1997. New and existing
units are located in the Southwest, Southeast and Mid-Atlantic
regions. New units will have approximately 5,670 square feet with
seating capacity for 215 visitors. New Tia's restaurants are
considered in areas with annual household incomes greater than
$40,000, with sites which are visible, accessible and meet certain
population and traffic criteria.
Research and Development
The Company does not engage in any material research and
development activities. The Company, however, engages in on-going
studies in connection with the development of menu items for all of
its restaurant concepts. Additionally, it conducts consumer
research to determine guest preferences, trends, and opinions.
Raw Materials
Raw materials essential to the operation of the Company's business
are obtained through MRT Purchasing, LLC ("MRT"). MRT was
organized to serve as a purchasing cooperative to allow the
Company, MHCI, and MFCI to pool their collective purchasing power
and to coordinate the purchase of certain food, equipment and
services. The Company is obligated to purchase all core products
through MRT arrangements; non-core products may be purchased
independently. The Company is committed to this purchasing
arrangement for an initial term of five years from March 9, 1996,
the effective date of the Distribution, and the agreement will
automatically renew for additional five-year terms. The Company may
terminate its participation in these purchasing arrangements upon
six months prior written notice, provided it continues to honor its
purchase commitments under any then existing contracts to which MRT
is a party that extend beyond the termination date.
Raw materials are purchased by MRT principally from PYA/Monarch
under a cost-plus arrangement. The purchases from PYA/Monarch are
in accordance with a Supply Agreement entered into on July 8, 1988,
as amended. Purchasing obligations have been allocated to the
Company, MHCI, and MFCI based on past practice. 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, including " Ruby
Tuesday"," Mozzarella's", and "Tia's". 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.
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 as the Company is currently
concentrated in mall-based units. Freestanding restaurant sales
are higher in the summer months whereas mall-based restaurants have
higher sales in the winter months, generally peaking during the
holiday season.
Customer Dependence
No material part of the business of the Company is dependent upon a
single customer, or very few customers, the loss of any one of
which would have a material adverse effect on the Company.
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, and 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 12,500 full-time and 12,300 part-
time employees. The Company believes working conditions are
favorable and employee compensation is comparable with its
competition. None of the Company's employees are covered by a
collective bargaining agreement.
International Operations
All 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. As of June 1, 1996, the Developer had opened two Ruby
Tuesday restaurants. 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 Tuesdays,
Mozzarella's Cafes and Tia's operations is shown in the list below.
Of the 365 Company-operated restaurants, the Company owned the
building and held long-term land leases for 32 restaurants, owned
the land and building for 40 restaurants, held leases covering land
and building for 293 restaurants. 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.
Additional information concerning the properties of the Company and
its lease obligations is incorporated herein by reference to Note 7
of the Notes to Consolidated Financial Statements included in the
Annual Report to Shareholders for the fiscal year ended June 1,
1996.
As of June 1, 1996, the Company operated 365 restaurants, including
301 Ruby Tuesday, 46 Mozzarella's Cafes and 18 Tia's Tex-mex
restaurants in the following locations:
Alabama (20) Kentucky (3) New York (23)
Arizona (4) Louisiana (4) North Carolina (6)
Arkansas (3) Maine (1) Ohio (14)
Colorado (5) Maryland (17) Oklahoma (1)
Connecticut (7) Massachusetts (5) Pennsylvania (18)
Delaware (3) Michigan (16) Rhode Island (1)
Florida (54) Minnesota (3) South Carolina (6)
Georgia (32) Mississippi (5) Tennessee (27)
Illinois (10) Missouri (7) Texas (13)
Indiana (4) Nebraska (2) Virginia (37)
Iowa (1) New Jersey (11) Wisconsin (2)
Item 3. Legal Proceedings.
The Company is from time to time, party to ordinary, routine
litigation incidental to its business. In the opinion of
management, the ultimate resolution of all pending legal
proceedings will not have a material adverse effect on the
Company's business, financial position, results of operations
or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders.
On March 7, 1996 a Special Meeting of Shareholders of Morrison
was held. The matters voted upon and the voting results are
detailed below:
Proposal 1
Approval of the distribution of all of the outstanding shares
of common stock of MFCI and MHCI, wholly-owned subsidiaries of
Morrison.
Votes for 24,984,490
Votes against 981,869
Abstentions 75,068
Proposal 2
Approval and adoption of an Agreement and Plan of Merger
between Morrison (a Delaware corporation) and Ruby Tuesday,
Inc. (a Georgia corporation and wholly-owned subsidiary of
Morrison) providing for (i) the reincorporation of Morrison in
the state of Georgia pursuant to a statutory merger of
Morrison into Ruby Tuesday, Inc. and (ii) a one-for-two
reverse stock split.
Votes for 24,921,628
Votes against 1,036,519
Abstentions 83,280
Proposal 3
Approval of amendments to the Company's Stock Incentive Plan
to (i) increase the number of shares reserved for issuance
thereunder, (ii) permit grants of equity-based awards to non-
employee directors, and (iii) permit adjustments to
outstanding options in connection with the Distribution.
Votes for 23,173,717
Votes against 2,609,274
Abstentions 258,435
Proposal 4
Approval of amendments to (i) the Company's Stock Incentive
and Deferred Compensation Plan for Directors, (ii) the
Company's 1987 Stock Bonus and Non-Qualified Stock Option
Plan, and (iii) the Company's 1984 Long Term Incentive Plan to
permit adjustments to outstanding awards in connection with
the Distribution.
Votes for 24,461,194
Votes against 1,333,381
Abstentions 246,852
Proposal 5
Approval of the adoption (i)by MFCI of the MFCI 1996 Stock
Incentive Plan and (ii) by MHCI of the MHCI 1996 Stock
Incentive Plan.
Votes for 22,106,754
Votes against 2,664,353
Abstentions 1,290,320
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 9, 1996
is provided below.
Executive
Officer
Name Age Position with the Company Since
S. E. Beall, III 46 Chairman of the Board and 1982
Chief Executive Officer
R. D. McClenagan 48 President- Ruby Tuesday 1985
Division
P. G. Hunt 60 Senior Vice President, 1972
General Counsel and
Secretary
J. R. Mothershed 48 Senior Vice President and 1992
Chief Financial Officer,
Treasurer and Assistant
Secretary
R. Vilord 60 Senior Vice President, 1993
Human Resources
Mr. Beall has been Chairman of the Board and Chief
Executive Officer of the Company and prior to the
Distribution, Morrison, since May 5, 1995. Mr. Beall served
as President and Chief Executive Officer of Morrison from
June 6, 1992 to May 4, 1995 and as President and Chief
Operating Officer of Morrison from September 1986 to June
1992.
Mr. McClenagan has been President of the Ruby Tuesday
Division of the Company and prior to the Distribution,
Morrison, since March 1994. He served as President of the
Ruby Tuesday Group of Morrison from April 1990 to March
1994 and as Senior Vice President of the Specialty Rest-
aurant Division of Morrison from March 1985 to April 1990.
Mr. Hunt joined Morrison in June 1968 and was named Senior
Vice President, General Counsel and Secretary of Morrison
in September 1985 and has served in the same capacity at
the Company since the Distribution. From December 1984 to
September 1985, he served as Vice President, General
Counsel and Secretary of Morrison.
Mr. Mothershed joined Morrison in July 1972 and was named
Senior Vice President, Finance in March 1994. Mr.
Mothershed has been Senior Vice of the Company since the
Distribution and in June 1996 was also named Chief
Financial Officer of the Company. He served as Vice
President, Controller and Treasurer of Morrison from March
1989 until March 1994.
Mr. Vilord joined Morrison in April 1988 and was named
Senior Vice President of Human Resources of Morrison in
June 1993 and has served the Company in the same capacity
since the Distribution. He served as Vice President of
Purchasing for Morrison from October 1989 until June 1993.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Shareholder Matters.
Certain information required by this item is incorporated
herein by reference to Note 13 of the Notes to Consolidated
Financial Statements of the Registrant's Annual Report to
Shareholders for the fiscal year ended June 1, 1996.
The Company has not paid dividends to shareholders since the
Distribution and does not intend to pay cash dividends in the
foreseeable future. In addition, 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 1996. Specifically, the
maximum amount available for Restricted Payments at any time
is the excess of shareholders' equity above the amount equal
to the sum of $180 million plus 50% (or minus 100% in the case
of a deficit) of Consolidated Net Earnings for the period
commencing on June 2, 1996, and terminating at the end of the
last fiscal quarter preceding the date of any proposed
Restricted Payment. At June 1, 1996, the maximum amount of
permissible Restricted Payments was $17.3 million.
Item 6. Selected Financial Data.
The information contained under the caption "Summary of
Operations" of the Registrant's Annual Report to Shareholders
for the fiscal year ended June 1, 1996 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 Shareholders
for the fiscal year ended June 1, 1996 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 Shareholders for the
fiscal year ended June 1, 1996, are incorporated herein by
reference:
Consolidated Statements of Income - Fiscal years ended
June 1, 1996, June 3, 1995 and June 4, 1994.
Consolidated Balance Sheets - As of June 1, 1996 and June 3, 1995.
Consolidated Statements of Shareholders' Equity - Fiscal
years ended June 1, 1996, June 3, 1995 and June 4, 1994.
Consolidated Statements of Cash Flows - Fiscal years ended
June 1, 1996, June 3, 1995 and June 4, 1994.
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 23, 1996,
relating to the Registrant's annual meeting of shareholders to
be held on September 30, 1996.
(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 "Directors' Fees and
Attendance" in the definitive proxy statement of the
Registrant dated August 23, 1996 relating to the Registrant's
annual meeting of shareholders to be held on September 30,
1996.
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 23, 1996, relating to the
Registrant's annual meeting of shareholders to be held on
September 30, 1996.
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 23, 1996, relating to
the Registrant's annual meeting of shareholders to be held on
September 30, 1996.
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 Shareholders for the
fiscal year ended June 1, 1996, 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 1, 1996,
June 3, 1995 and June 4, 1994 24
Consolidated Balance Sheets as of
June 1, 1996 and June 3, 1995 25
Consolidated Statements of Shareholders'
Equity for the fiscal years ended
June 1, 1996, June 3, 1995 and
June 4, 1994 26
Consolidated Statements of Cash Flows
for the fiscal years ended June 1, 1996,
June 3, 1995 and June 4, 1994 27
Notes to Consolidated Financial Statements 28-40
Report of Independent Auditors 41
2. Financial statement schedules:
Financial statement schedules 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:
RUBY TUESDAY, INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit
Number Description
3.1 Articles of Incorporation of Ruby Tuesday, Inc. (1)
3.2 Bylaws of Ruby Tuesday, Inc.(1)
4.1 Specimen Common Stock Certificate. (1)
4.2 Articles of Incorporation of Ruby Tuesday, Inc. (filed as Exhibit 3.1
hereto). (1)
4.3 Bylaws of Ruby Tuesday, Inc. (filed as Exhibit 3.2 hereto). (1)
4.4 Rights Agreement dated as of March 30, 1987 between Morrison
Restaurants Inc. (predecessor to Ruby Tuesday, Inc.) and AmSouth
National Association (predecessor of AmSouth Bank of Alabama), as Rights
Agent. (2)
4.5 Form of Rights Certificate (attached as Exhibit B to the Rights Agreement
filed as Exhibit 4.4 hereto). (1)
10.1 Executive Supplemental Pension Plan together with First Amendment made
June 30, 1994 and Second Amendment made July 31, 1995.* (3)
10.2 [Reserved]
10.3 Morrison Restaurants Inc. Stock Incentive and Deferred Compensation Plan
for Directors together with First Amendment dated June 29, 1995. *(4)
10.4 1993 Executive Stock Option Program.* (5)
10.5 1993 Management Stock Option Program (July 1, 1993 - June 30, 1996).* (6)
10.6 Morrison Restaurants Inc. Long-Term Incentive Plan. * (7)
10.7 Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock Option
Plan, and Related Agreement.* (8)
10.8 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan.* (9)
10.9 Morrison Restaurants Inc. Deferred Compensation Plan, as restated
effective January 1, 1994 together with amended and restated Trust
Agreement (dated December 1, 1992) to Deferred Compensation Plan.* (10)
10.10 Supply Agreement Between Morrison Restaurants Inc. and PYA/Monarch, Inc.
dated July 8, 1988. (11)
10.11 Letter Agreement dated March 5, 1996 amending Supply Agreement between
Morrison Restaurants Inc. and PYA/Monarch, Inc. (1)
10.12 Morrison Restaurants Inc. Management Retirement Plan together with First
Amendment made June 30, 1994 and Second Amendment made July 31, 1995.*
(12)
10.13 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. (13)
10.14 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.* (14)
10.15 Executive Group Life and Executive Accidental Death and Dismemberment
Plan.* (15)
10.16 Non-Qualified Option Agreement between Morrison Restaurants Inc. and Mr.
E.E. Bishop, dated January 30, 1987.* (16)
10.17 Non-Qualified Option Agreement between Morrison Restaurants Inc. and Mr.
S.E. Beall, III dated January 30, 1987.* (17)
10.18 Form of Non-Qualified Stock Option Agreement for Executive Officers
Pursuant to the Morrison Restaurants Inc. Stock Incentive Plan.* (18)
10.19 [Reserved]
10.20 First Amendment to Morrison Restaurants Inc. Long-term Incentive Plan.
* (19)
10.21 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and Non-
Qualified Stock Option Plan.* (20)
10.22 Morrison Restaurants Inc. Executive Life Insurance Plan.* (21)
10.23 Distribution Agreement dated as of March 2, 1996 among Morrison
Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care,
Inc. (1)
10.24 Amended and Restated Tax Allocation and Indemnification Agreement dated
as of March 2, 1996 among Morrison Restaurants Inc., Custom Management
Corporation of Pennsylvania, Custom Management Corporation, John C.
Metz & Associates, Inc., Morrison International, Inc., Morrison Custom
Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc.,
Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc.,
a Georgia corporation, Tias, Inc. and Morrison Health Care, Inc. (1)
10.25 Agreement Respecting Employee Benefit Matters dated as of March 2, 1996
among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and
Morrison Health Care, Inc. (1)
10.26 License Agreement dated as of March 2, 1996 between Ruby Tuesday
(Georgia), Inc. and Morrison Health Care, Inc. (1)
10.27 Amended and Restated Operating Agreement of MRT Purchasing, LLC dated as
of March 2, 1996 among Morrison Restaurants Inc., Ruby Tuesday, Inc.,
Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (1)
10.28 Form of 1996 Stock Incentive Plan.* (1)
10.29 Form of Second Amendment to Stock Incentive and Deferred Compensation
Plan for Directors.* (1)
10.30 Form of First Amendment to 1993 Non-Executive Stock Incentive Plan. * (1)
10.31 Form of Third Amendment to Executive Supplemental Pension Plan. * (1)
10.32 Form of Third Amendment to Management Retirement Plan. * (1)
10.33 Form of Third Amendment to Salary Deferral Plan. * (1)
10.34 Form of First Amendment to Deferred Compensation Plan. * (1)
10.35 Form of Second Amendment to Retirement Plan. * (1)
10.36 Form of Fourth Amendment to 1987 Stock Bonus and Non-Qualified Stock
Option Plan. * (1)
10.37 Form of Second Amendment to 1984 Long Term Incentive Plan. * (1)
10.38 Form of Indemnification Agreement to be entered into with executive
officers and directors. (1)
10.39 Form of Change of Control Agreement to be entered into with executive
officers. * (1)
10.40 Credit Agreement dated as of March 6, 1996 among Ruby Tuesday (Georgia),
Inc., SunTrust Bank, Atlanta, for itself and as Agent and Administrative
Agent, and the other lenders signatories thereto. (1)
11 Statement regarding computation of per share earnings.
13 Annual Report to Shareholders for the fiscal year ended June 1, 1996
(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.
EXHIBIT FOOTNOTES
Exhibit
Footnote Description
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to Exhibit of the same number on Form 8-B
dated March 15, 1996 of Ruby Tuesday, Inc. (File No. 0-12454).
(2) Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form
10-Q of Morrison Restaurants Inc. for the fiscal quarter ended
February 28, 1987 (File No. 0-1750).
(3) Incorporated by reference to Exhibit 10(b) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 5,
1993 (File No. 0-1750).
(4) Incorporated by reference to Exhibit 10(c) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 3,
1995 (File No. 1-12454).
(5) Incorporated by reference to Exhibit 10(d) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 3,
1995 (File No. 1-12454).
(6) Incorporated by reference to Exhibit 10(e) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 3,
1995 (File No. 1-12454).
(7) Incorporated by reference to Exhibit 28 to Registration Statement on
Form S-8 of Morrison Restaurants Inc. (Reg. No. 2-97120).
(8) Incorporated by reference to Exhibit 28.1 to Registration Statement
on Form S-8 of Morrison Restaurants Inc. (Reg. No. 33-13593).
(9) Incorporated by reference to Exhibit 10(h) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 5,
1993 (File No. 0-1750).
(10) Incorporated by reference to Exhibit 10(i) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 5,
1993 (File No. 0-1750).
(11) Incorporated by reference to Exhibit 10(m) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended May 28,
1988 (File No. 0-1750).
(12) Incorporated by reference to Exhibit 10(n) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 3,
1995 (File No. 1-12454).
(13) Incorporated by reference to Exhibit (2) to the Current Report on Form
8-K dated July 27, 1995 of Morrison Restaurants Inc. (File No.
1-12454)
(14) Incorporated by reference to Exhibit 10(p) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 3,
1995 (File No. 1-12454).
(15) Incorporated by reference to Exhibit 10(q) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 3,
1989 (File No. 0-1750).
(16) Incorporated by reference to Exhibit 10(s) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 2,
1990 (File No. 0-1750).
(17) Incorporated by reference to Exhibit 10(t) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 2,
1990 (File No. 0-1750).
(18) Incorporated by reference to Exhibit 10(v) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 5,
1993 (File No. 0-1750).
(19) Incorporated by reference to Exhibit 10(y) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 4,
1994 (File No. 1-12454).
(20) Incorporated by reference to Exhibit 10(z) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 4,
1994 (File No. 1-12454).
(21) Incorporated by reference to Exhibit 10(a)(a) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 4,
1994 (File No. 1-12454).
(b) Reports on Form 8-K
Current Report on Form 8-K dated March 14, 1996 reporting
the spin-off of two subsidiaries, the reincorporation of
Morrison Restaurants Inc. in the state of Georgia pursuant to
a statutory merger effective March 9, 1996, the one-for-two
reverse stock split effected in conjunction with the
reincorporation, the name change to Ruby Tuesday, Inc. and the
details regarding the new credit agreement entered into as of
March 6, 1996.
(c) Exhibits filed with this report are attached hereto.
(d) The financial statement schedules listed in subsection
(a) (2) above are attached hereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly
authorized.
RUBY TUESDAY, INC.
Date 8/29/96 By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
Registrant and in the capacities and on the dates
indicated:
Date 8/29/96 By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chairman of the Board and
Chief Executive Officer
Date 8/29/96 By: /s/ J. Russell Mothershed
J. Russell Mothershed
Senior Vice President, Finance
Chief Financial Officer
Treasurer and Assistant Secretary
Date 8/29/96 By:/s/J.B. McKinnon
J. B. McKinnon
Director
Date 8/29/96 By: /s/ Dr. Donald Ratajczak
Dr. Donald Ratajczak
Director
Date 8/29/96 By:/s/ Dolph W. von Arx
Dolph W. von Arx
Director
Date 8/29/96 By:/s/ Claire L. Arnold
Claire L. Arnold
Director
Date 8/29/96 By:/s/ Arthur R. Outlaw
Arthur R. Outlaw
Vice-Chairman of the Board
Date 8/29/96 By:/s/ Dr. Benjamin F. Payton
Dr. Benjamin F. Payton
Director
RUBY TUESDAY, INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit
Number Description
3.1 Articles of Incorporation and all mergers of Ruby Tuesday, Inc. (1)
3.2 Bylaws of Ruby Tuesday, Inc.(1)
4.1 Specimen Common Stock Certificate. (1)
4.2 Articles of Incorporation and all mergers of Ruby Tuesday, Inc. (filed
as Exhibit 3.1 hereto). (1)
4.3 Bylaws of Ruby Tuesday, Inc. (filed as Exhibit 3.2 hereto). (1)
4.4 Rights Agreement dated as of March 30, 1987 between Morrison Restaurants
Inc. (predecessor to Ruby Tuesday, Inc.) and AmSouth National Association
(predecessor of AmSouth Bank of Alabama), as Rights Agent. (2)
4.5 Form of Rights Certificate (attached as Exhibit B to the Rights Agreement
filed as Exhibit 4.4 hereto). (1)
10.1 Executive Supplemental Pension Plan together with First Amendment made
June 30, 1994 and Second Amendment made July 31, 1995.* (3)
10.2 [Reserved]
10.3 Morrison Restaurants Inc. Stock Incentive and Deferred Compensation Plan
for Directors together with First Amendment dated June 29, 1995. *(4)
10.4 1993 Executive Stock Option Program.* (5)
10.5 1993 Management Stock Option Program (July 1, 1993 - June 30, 1996).* (6)
10.6 Morrison Restaurants Inc. Long-Term Incentive Plan. * (7)
10.7 Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified Stock Option
Plan, and Related Agreement.* (8)
10.8 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan.* (9)
10.9 Morrison Restaurants Inc. Deferred Compensation Plan, as restated
effective January 1, 1994 together with amended and restated Trust
Agreement (dated December 1, 1992) to Deferred Compensation Plan.* (10)
10.10 Supply Agreement Between Morrison Restaurants Inc. and PYA/Monarch, Inc.
dated July 8, 1988. (11)
10.11 Letter Agreement dated March 5, 1996 amending Supply Agreement between
Morrison Restaurants Inc. and PYA/Monarch, Inc. (1)
10.12 Morrison Restaurants Inc. Management Retirement Plan together with First
Amendment made June 30, 1994 and Second Amendment made July 31, 1995.*
(12)
10.13 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. (13)
10.14 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.* (14)
10.15 Executive Group Life and Executive Accidental Death and Dismemberment
Plan.* (15)
10.16 Non-Qualified Option Agreement between Morrison Restaurants Inc. and Mr.
E.E. Bishop, dated January 30, 1987.* (16)
10.17 Non-Qualified Option Agreement between Morrison Restaurants Inc. and Mr.
S.E. Beall, III dated January 30, 1987.* (17)
10.18 Form of Non-Qualified Stock Option Agreement for Executive Officers
Pursuant to the Morrison Restaurants Inc. Stock Incentive Plan.* (18)
10.19 [Reserved]
10.20 First Amendment to Morrison Restaurants Inc. Long-term Incentive Plan. *
(19)
10.21 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and Non-
Qualified Stock Option Plan.* (20)
10.22 Morrison Restaurants Inc. Executive Life Insurance Plan.* (21)
10.23 Distribution Agreement dated as of March 2, 1996 among Morrison
Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care,
Inc. (1)
10.24 Amended and Restated Tax Allocation and Indemnification Agreement dated
as of March 2, 1996 among Morrison Restaurants Inc., Custom Management
Corporation of Pennsylvania, Custom Management Corporation, John C.
Metz & Associates, Inc., Morrison International, Inc., Morrison Custom
Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc.,
Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc.,
a Georgia corporation, Tias, Inc. and Morrison Health Care, Inc. (1)
10.25 Agreement Respecting Employee Benefit Matters dated as of March 2, 1996
among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and
Morrison Health Care, Inc. (1)
10.26 License Agreement dated as of March 2, 1996 between Ruby Tuesday
(Georgia), Inc. and Morrison Health Care, Inc. (1)
10.27 Amended and Restated Operating Agreement of MRT Purchasing, LLC dated as
of March 2, 1996 among Morrison Restaurants Inc., Ruby Tuesday, Inc.,
Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (1)
10.28 Form of 1996 Stock Incentive Plan.* (1)
10.29 Form of Second Amendment to Stock Incentive and Deferred Compensation
Plan for Directors.* (1)
10.30 Form of First Amendment to 1993 Non-Executive Stock Incentive Plan. * (1)
10.31 Form of Third Amendment to Executive Supplemental Pension Plan. * (1)
10.32 Form of Third Amendment to Management Retirement Plan. * (1)
10.33 Form of Third Amendment to Salary Deferral Plan. * (1)
10.34 Form of First Amendment to Deferred Compensation Plan. * (1)
10.35 Form of Second Amendment to Retirement Plan. * (1)
10.36 Form of Fourth Amendment to 1987 Stock Bonus and Non-Qualified Stock
Option Plan. * (1)
10.37 Form of Second Amendment to 1984 Long Term Incentive Plan. * (1)
10.38 Form of Indemnification Agreement to be entered into with executive
officers and directors. (1)
10.39 Form of Change of Control Agreement to be entered into with executive
officers. * (1)
10.40 Credit Agreement dated as of March 6, 1996 among Ruby Tuesday (Georgia),
Inc., SunTrust Bank, Atlanta, for itself and as Agent and Administrative
Agent, and the other lenders signatories thereto. (1)
11 Statement regarding computation of per share earnings.
13 Annual Report to Shareholders for the fiscal year ended June 1, 1996
(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.
RUBY TUESDAY, INC.
EXHIBIT FOOTNOTES
Exhibit
Footnote Description
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to Exhibit of the same number on Form 8-B dated
March 15, 1996 of Ruby Tuesday, Inc. (File No. 0-12454).
(2 ) Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q
of Morrison Restaurants Inc. for the fiscal quarter ended February 28,
1987 (File No. 0-1750).
(3) Incorporated by reference to Exhibit 10(b) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 5, 1993 (File
No. 0-1750).
(4) Incorporated by reference to Exhibit 10(c) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 3, 1995 (File
No. 1-12454).
(5) Incorporated by reference to Exhibit 10(d) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 3, 1995 (File
No. 1-12454).
(6) Incorporated by reference to Exhibit 10(e) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 3, 1995 (File
No. 1-12454).
(7) Incorporated by reference to Exhibit 28 to Registration Statement on Form
S-8 of Morrison Restaurants Inc. (Reg. No. 2-97120).
(8) Incorporated by reference to Exhibit 28.1 to Registration Statement on
Form S-8 of Morrison Restaurants Inc. (Reg. No. 33-13593).
(9) Incorporated by reference to Exhibit 10(h) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 5, 1993 (File
No. 0-1750).
(10) Incorporated by reference to Exhibit 10(i) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 5, 1993 (File
No. 0-1750).
(11) Incorporated by reference to Exhibit 10(m) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended May 28, 1988 (File
No. 0-1750).
(12) Incorporated by reference to Exhibit 10(n) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 3, 1995 (File
No. 1-12454).
(13) Incorporated by reference to Exhibit (2) to the Current Report on Form
8-K dated July 27, 1995 of Morrison Restaurants Inc. (File No. 1-12454)
(14) Incorporated by reference to Exhibit 10(p) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 3, 1995 (File
No. 1-12454).
(15) Incorporated by reference to Exhibit 10(q) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 3, 1989 (File
No. 0-1750).
(16) Incorporated by reference to Exhibit 10(s) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 2, 1990 (File
No. 0-1750).
(17) Incorporated by reference to Exhibit 10(t) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 2, 1990 (File
No. 0-1750).
(18) Incorporated by reference to Exhibit 10(v) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 5, 1993 (File
No. 0-1750).
(19) Incorporated by reference to Exhibit 10(y) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 4, 1994 (File
No. 1-12454).
(20) Incorporated by reference to Exhibit 10(y) to Annual Report on Form 10-K
of Morrison Restaurants Inc. for the fiscal year ended June 4, 1994 (File
No. 1-12454).
(21) Incorporated by reference to Exhibit 10(a)(a) to Annual Report on Form
10-K of Morrison Restaurants Inc. for the fiscal year ended June 4, 1994
(File No. 1-12454).