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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 6, 1998
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.)
150 West Church Avenue Maryville, TN 37801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423)379-5700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
$0.01 par value Common Stock New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.[X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of Common Stock on
August 12, 1998 as reported on the New York Stock Exchange, was
approximately $498,771,209.
The number of shares of the Registrant's common stock outstanding at
August 12, 1998 was 32,828,029.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended June 6, 1998 are incorporated by reference into Parts I and
II.
Portions of the Registrant's definitive proxy statement dated August 28,
1998 are incorporated by reference into Part III.
INDEX
PART I
Page
Number
Item 1. Business 4 -10
Item 2. Properties 10
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of
Security Holders 11
Executive Officers of the Company 12-13
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 13
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Item 7A. Quantitative and Qualitative Disclosure About
Market Risk 14
Item 8. Financial Statements and Supplementary Data 14
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 14
PART III
Item 10. Directors and Executive Officers of the
Registrant 14-15
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial
Owners and Management 15
Item 13. Certain Relationships and Related Transactions 15
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 16-22
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 (then known
as Morrison Fresh Cooking, Inc.) and its health care food and nutrition
services business (Morrison Health Care, Inc.) to its shareholders in a
spin-off transaction 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. On May 8, 1998, the Company
effected a two-for-one stock split in the form of a stock dividend paid
to shareholders of record on April 17, 1998.
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 American Cafe
(formerly "Silver Spoon"). 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 Company moved into franchising in 1997 with the opening of
one domestic franchised Ruby Tuesday restaurant and two international
franchised Ruby Tuesday restaurants.
During fiscal 1998, the Company moved its executive and certain other
administrative support departments to a new Restaurant Support Services
Center in Maryville, Tennessee. Also in fiscal 1998, agreements for the
franchise development of new Ruby Tuesday restaurants were signed with
nine casual-dining operators who became domestic franchise partners. In
conjunction with the signing of these agreements, the Company sold 46
units in its non-priority growth markets to the franchise partners.
The information presented below relates to the business of the Company
following the Distribution unless the context indicates otherwise.
Operations
The Company owns and operates three separate and distinct casual dining
concepts comprised of Ruby Tuesday, Mozzarella's American Cafe and Tia's
Tex-Mex restaurants. The Company also offers franchises for the Ruby
Tuesday concept in domestic and international markets. As of June 6,
1998, the Company owned and operated 382 casual dining restaurants in 32
states. Also, as of fiscal year end, there were 49 domestic and six
international Ruby Tuesday franchised units.
Ruby Tuesday
Ruby Tuesday restaurants are casual, full-service restaurants with
mahogany woods and whimsical artifacts, classic brass and Tiffany lamps
which create a comfortable, nostalgic look and feel. As part of a
continuing focus on making Ruby Tuesday feel even more fun and a little
more casual, black and white checked table cloths accent the tables,
servers dress in red polo shirts, black pants, and short black aprons,
and lighter, brighter wall colors are used. Ruby Tuesday's menu is based
on variety, with something for just about everyone. Some of Ruby
Tuesday's most popular entree items which are prepared fresh daily are:
fajitas, baby-back ribs, chicken entrees, pasta entrees, 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.
At June 6, 1998, the Company owned and operated 315 Ruby Tuesday units
concentrated primarily in the Southeast, Northeast, Mid-Atlantic and
Midwest regions. Ruby Tuesday is the Company's primary growth vehicle.
The Company intends to open approximately 43 additional Company owned
units in fiscal 1999 with the majority of new units expected to be opened
in existing markets. The concept's current development plans call for a
continued shift towards freestanding units versus mall-based with
approximately 95% of new units scheduled to be freestanding. Existing
prototypes range in size from 4,500 to 5,500 square feet with seating for
170 to 212 guests. Located on smaller, and therefore less expensive,
parcels of land, the Company's new 5,000 square-foot, 206-seat units are
more efficient and cost less to build. The new units are being operated
by Managing Partners who have a financial stake in the success of their
restaurants and generate average-unit volume that exceeds the system
average. Because they cost less to open but are able to generate sales
at the same or greater level than larger units, the Company believes its
new units provide the opportunity for improved unit-level returns on
investment. 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 American Cafe
Mozzarella's American Cafe 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
$5.49 to $13.99.
Mozzarella's American Cafe'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 and black trousers
accented with a colorful tie.
Mozzarella's American Cafe restaurants are primarily located in the
Southeast and Mid-Atlantic regions. At June 6, 1998, the Company
operated 46 Mozzarella's American Cafe units. In an effort to
concentrate on improving the operational efficiency and effectiveness of
existing units, the Company does not currently intend to open any new
Mozzarella's American Cafe units in fiscal 1999.
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 $4.99 to
$17.49. 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 red polo shirt, blue jeans and a short black apron.
The Company had 21 Tia's operational at the end of fiscal 1998 and plans
to open two units in fiscal 1999. New and existing units will be and are
located in the Southwest, Southeast and Mid-Atlantic regions. New units
will have approximately 4,800 square feet with seating capacity for 168
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.
Franchising
The franchise program, which the Company began in fiscal 1997, allows the
Company to become a financial partner with some of the best domestic and
international restaurant operators from the casual dining industry.
Franchising efforts are concentrated outside the Company's priority-
growth markets. Pursuant to the franchise agreements, the Company
receives development and operating fees from the franchise partners for
the right to develop and operate Ruby Tuesday restaurants in their
respective areas over the next several years. The Company also receives
royalty fees from the franchisees based on a percentage of each
restaurant's sales as well as support service revenues from a variety of
services including the maintenance of franchisees' accounting records.
In order to assist the franchise partners in obtaining capital needed for
new unit development, the Company has established a $52.5 million line of
credit agreement with several banks. The Company is a partial guarantor
of this credit facility.
During 1998, the Company sold 46 Ruby Tuesday units to several domestic
franchisees to bring the total of domestic franchised units to 49 with
ten domestic franchise partners as of June 6, 1998. The 49 units are
located in the following states: Arizona (7), Colorado (10), Florida (29)
and Kentucky (3). Also, during May and June 1998, the Company entered
into a series of agreements with three franchise partners which provide
for the sale of a total of 13 units outside the Company's core growth
market.
The Company also continued its international franchise development by
opening four international franchise units during the year. At present,
the Company has six international franchised units located in Hong Kong
and Taiwan with its international franchisee Jardine Pacific Restaurants
Group Limited ("Jardine Pacific") with whom, the Company has a
development agreement (the "Agreement"), entered into in 1995, to open
Ruby Tuesday restaurants in the Asia-Pacific region. Under the terms of
the Agreement, the Company is to receive a licensing fee on the first
seven Ruby Tuesday restaurants opened by Jardine Pacific 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
the Agreement to have a material effect on future operations, nor is it
currently engaged in material operations in foreign countries.
All Company-owned operations are located within the United States;
however, in conjunction with the franchise program discussed above, the
Company established a new International Division in 1997. The
International Division intends to develop relationships with large
companies around the world for global franchise expansion of the Ruby
Tuesday brand.
Training
In conjunction with the relocation of its executive and certain other
administrative support departments to Maryville, Tennessee, the Company
established a centralized training center, called "WOW-U", which includes
classrooms and a test kitchen in the new Restaurant Support Services
Center and sleeping quarters and relaxed meeting areas in renovated and
newly constructed buildings on a wooded campus just minutes away from the
Restaurant Support Services Center. The WOW-U facilities serve as the
training and development centers for managers from all the Company's
concepts and for the franchisees. WOW-U programs are designed to
contribute to the skill and enhance the dedication of the Company's teams
and to strengthen its corporate culture. Participants are provided with
classroom instruction and compete in various competitions to learn the
benefit of team unity.
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, Morrison Health Care,
Inc. and Morrison Fresh Cooking, Inc. 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 U.S. Foodservice,
Inc. under a cost-plus arrangement. Purchases are made in accordance
with a Contract Supplies Agreement entered into on March 16, 1998.
Purchasing obligations have been allocated to the three member companies
based on past practice. Due to its acquisition by Picadilly, Inc.,
effective October 1, 1998, MRT will no longer negotiate purchase
contracts for Morrison Fresh Cooking, Inc. If U.S. Foodservice, Inc. 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 American Cafe, 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, although shifting towards more
freestanding units, is currently concentrated in mall-based units which
generally peak during the holiday season. Freestanding restaurant sales
are higher in the summer months.
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 requirements and regulations
at both the state and local levels for items such as zoning, land use,
sanitation, alcoholic beverage control, and health and fire safety, 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 7,700 full-time and 16,500 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.
Item 2. Properties.
Information regarding the locations of the Company's Ruby Tuesday,
Mozzarella's American Cafe and Tia's Tex-Mex operations is shown in the
list below. Of the 382 Company-owned and operated restaurants as of June
6, 1998, the Company owned the buildings and held long-term land leases
for 92 restaurants, owned the land and held building leases for eight
restaurants, owned the land and buildings for 54 restaurants, and held
leases covering land and buildings for 228 restaurants. During fiscal
1998, the Company opened a new Restaurant Support Services Center in
Maryville, Tennessee. The new facility is covered under a lease
agreement with an initial term of five years with two five-year renewal
options. Executive and certain other administrative personnel of the
Company are located in the Maryville Support Sevices Center. The Company
also has a Restaurant Support Services Center facility located in Mobile,
Alabama, which is leased under a long-term lease agreement.
Additional information concerning the properties of the Company and its
leasing arrangements is incorporated herein by reference to Note 6 of the
Notes to Consolidated Financial Statements included in the Annual Report
to Shareholders for the fiscal year ended June 6, 1998.
As of June 6, 1998, the Company operated 382 restaurants, including 315
Ruby Tuesday, 46 Mozzarella's American Cafe and 21 Tia's Tex-Mex
restaurants in the following locations:
Alabama (27) Louisiana (4) New York (24)
Arkansas (3) Maine (1) North Carolina (8)
Connecticut (10) Maryland (19) Ohio (16)
Delaware (4) Massachusetts (6) Oklahoma (1)
Florida (28) Michigan (17) Pennsylvania (20)
Georgia (38) Minnesota (3) Rhode Island (1)
Illinois (11) Mississippi (5) South Carolina (9)
Indiana (8) Missouri (11) Tennessee (31)
Iowa (1) Nebraska (2) Texas (18)
Kansas (2) New Hampshire (1) Virginia (39)
Kentucky (2) New Jersey (12)
Item 3. Legal Proceedings.
The Company is currently, and from time to time, subject to pending
claims and lawsuits arising in the ordinary course of its business. In
addition, the Company, as successor to Morrison Restaurants Inc.
("Morrison"), is a party to a case (Morrison Restaurants Inc. v. United
States of America, et al.), originally filed by Morrison in 1994 to claim
a refund of taxes paid in the amount of approximately $3,000 and
abatement of taxes assessed by the Internal Revenue Service ("IRS")
against Morrison on account of the employer's share of FICA taxes on
unreported tips allegedly received by employees. The IRS filed a
counterclaim for approximately $7,000 in additional taxes. The case was
decided by the U.S. District Court in favor of the Company in February
1996 on summary judgment. The IRS appealed the District Court's decision
and, on August 12, 1997, the U.S. Court of Appeals for the Eleventh
Circuit reversed the award of summary judgment and remanded the case to
the District Court for proceedings consistent with the Court's opinion.
In its reversal, the Eleventh Circuit upheld the IRS' enforcement policy
with respect to the employer's share of FICA taxes on allegedly
unreported tips. The Company subsequently petitioned the U.S. Court of
Appeals for a review of the matter by the full Court. Such petition was
denied. There are five additional lawsuits on this issue filed by other
restaurant companies pending in other U.S. federal courts. Although the
amount in dispute is not material, it is possible that the IRS will
attempt to assess taxes in additional units of the Company (as well as
other restaurant companies). In such event, the Company believes that a
business tax credit would be available to the Company to offset, over a
period of years, a majority of any additional taxes determined to be due.
Moreover, the Company is a participant in an IRS enforcement program
which would eliminate the risk of additional assessments by the IRS in
return for a restaurant employer's proactive role in encouraging employee
tip reporting. In light of the proactive role of the Company, the
protection against additional assessment afforded by the agreement should
be available to the Company. In the opinion of management, the ultimate
resolution of all pending legal proceedings will not have a material
adverse effect on the Company's operations or 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 12, 1998 is provided below.
Executive
Officer
Name Age Position with the Company Since
S. E. Beall, III 48 Chairman of the Board and 1982
Chief Executive Officer
R. D. McClenagan 50 President- Ruby Tuesday 1985
Division
J. R. Mothershed 50 Senior Vice President and 1992
Chief Financial Officer,
Treasurer and Assistant
Secretary
S. L. Turner 45 Senior Vice President, 1997
Human Resources
D. T. Cronk 45 Senior Vice President, 1997
General Counsel and
Secretary
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
Restaurant Division of Morrison from March 1985 to April 1990.
Mr. Mothershed joined Morrison in July 1972 and was named Senior Vice
President, Finance in March 1994. Mr. Mothershed has been Senior
Vice President 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.
Ms. Turner joined Ruby Tuesday in September 1997 and has served as
Senior Vice President-Human Resources since that time. Prior to
joining the Company, Ms. Turner served as Senior Vice President-Human
Resources of Hasbro, Inc. from 1993 to 1998.
Mr. Cronk joined Ruby Tuesday as Senior Vice President-Legal in July
1997 and was named Senior Vice President, General Counsel and
Secretary of the Company in April 1998. Prior to joining the
Company, Mr. Cronk was Vice President-Worldwide Development, Friday's
Hospitality Worldwide, Inc. from November 1995 to July 1997 and Vice
President and General Counsel, Friday's Hospitality Worldwide, Inc.
from January 1991 to November 1995.
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 12 of the Notes to Consolidated Financial Statements of
the Registrant's Annual Report to Shareholders for the fiscal year ended
June 6, 1998.
During fiscal 1997, the Board of Directors approved a dividend policy as
a means of returning excess capital to its shareholders. This policy
calls for payment of semi-annual dividends of $.045 per share. The
payment of a dividend in any particular future period and the actual
amount thereof remain, however, at the discretion of the Board of
Directors and no assurance can be given that dividends will be paid in
the future as currently anticipated. The Company declared and paid its
first semi-annual dividend since the Distribution during the third
quarter of fiscal 1998. On June 30, 1998, the Company's Board of
Directors declared a semi-annual dividend of $.045 per share payable on
July 31, 1998 to shareholders of record as of record on July 10, 1998.
Under various financing agreements, the Company has agreed to restrict
dividend payments (other than stock dividends) and purchases of its
capital stock (collectively, "Restricted Payments") to amounts 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 $180 million plus 100% of any equity or
subordinate debt offerings. At June 6, 1998, the maximum amount of
permissible Restricted Payments was $32.1 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 6, 1998 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
6, 1998 is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable.
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 6, 1998 are
incorporated herein by reference:
Consolidated Statements of Income - Fiscal years ended
June 6, 1998, May 31, 1997 and June 1, 1996.
Consolidated Balance Sheets - As of June 6, 1998 and May 31, 1997.
Consolidated Statements of Shareholders' Equity - Fiscal
years ended June 6, 1998, May 31, 1997 and June 1, 1996.
Consolidated Statements of Cash Flows - Fiscal years ended
June 6, 1998, May 31, 1997 and June 1, 1996.
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 28, 1998
relating to the Registrant's annual meeting of shareholders to be held on
October 5, 1998.
(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 28, 1998 relating to the
Registrant's annual meeting of shareholders to be held on October 5,
1998.
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 28, 1998
relating to the Registrant's annual meeting of shareholders to be held on
October 5, 1998.
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 28, 1998 relating to the Registrant's annual meeting of
shareholders to be held on October 5, 1998.
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 6, 1998, 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 6, 1998,
May 31, 1997 and June 1, 1996 18
Consolidated Balance Sheets as of
June 6, 1998 and May 31, 1997 19
Consolidated Statements of Shareholders'
Equity for the fiscal years ended
June 6, 1998, May 31, 1997 and
June 1, 1996 20
Consolidated Statements of Cash Flows
for the fiscal years ended June 6, 1998,
May 31, 1997 and June 1, 1996 21
Notes to Consolidated Financial Statements 22-34
Report of Independent Auditors 35
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 and all mergers of Ruby Tuesday,
Inc. (1)
3.2 Bylaws, as amended, of Ruby Tuesday, Inc.
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, as amended, of Ruby Tuesday, Inc. (filed as Exhibit
3.2 hereto).
10.1 Executive Supplemental Pension Plan together with First
Amendment made June 30, 1994 and Second Amendment made July
31, 1995.* (2)
10.2 Master Agreement dated as of May 30, 1997 among Ruby Tuesday,
Inc., as Lessee and Guarantor, Atlantic Financial Group ,
LTD., as lessor, AmSouth Bank of Alabama, as a Lender,
Barnett Bank of Jacksonville, N.A., as a Lender, First
American National Bank, as a Lender, Wachovia Bank of
Georgia, N.A., as a Lender, Hibernia National Bank, as a
Lender, First Tennessee Bank, as a Lender, and SunTrust Bank,
Atlanta, as Agent and as a Lender; together with the Lease
Agreement dated as of May 31, 1997 between Atlantic Financial
Group, LTD., as lessor and Ruby Tuesday, Inc. as lessee; and
the Loan Agreement dated as of May 31, 1997 among Atlantic
Financial Group, LTD., as lessor and borrower, the financial
institutions party hereto, as lenders, and SunTrust Bank
Atlanta, as Agent. (17)
10.3 Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors together with First Amendment
dated June 29, 1995.*(3)
10.4 1993 Executive Stock Option Program.* (4)
10.5 1993 Management Stock Option Program (July 1, 1993 - June 30,
1996).* (5)
10.6 [Reserved]
10.7 Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified
Stock Option Plan, and Related Agreement.* (6)
10.8 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive
Plan.* (7)
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.* (8)
10.10 Supply Agreement Between Morrison Restaurants Inc. and
PYA/Monarch, Inc. dated July 8, 1988. (9)
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.* (10)
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. (11)
10.14 Morrison Restaurants Inc. Salary Deferral Plan, as amended and
restated December 31, 1993, together with First and Second
Amendments to the Plan dated October 21, 1994 and June 30,
1995, respectively.* (12)
10.15 Executive Group Life and Executive Accidental Death and
Dismemberment Plan.* (13)
10.16 Ruby Tuesday, Inc. Salary Deferral Plan Trust Agreement dated
July 1, 1997. (17)
10.17 Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement
dated July 1, 1997. (17)
10.18 Form of Non-Qualified Stock Option Agreement for Executive
Officers Pursuant to the Morrison Restaurants Inc. Stock
Incentive Plan.* (14)
10.19 [Reserved]
10.20 [Reserved]
10.21 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and
Non-Qualified Stock Option Plan.* (15)
10.22 Morrison Restaurants Inc. Executive Life Insurance Plan.* (16)
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 [Reserved]
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)
10.41 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Orlando Franchise, L.P.,
d/b/a RT Orlando Franchise Ltd., a Delaware limited
partnership. (17)
10.42 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Tampa Franchise, L.P.,
d/b/a RT Tampa Franchise Ltd., a Delaware limited
partnership. (17)
10.43 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT South Florida Franchise,
L.P., d/b/a RT South Florida Franchise Ltd., a Delaware
limited partnership. (17)
10.44 Loan Facility Agreement and Guaranty dated May 30, 1997 by
and among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
other lender signatories thereto. (18)
10.45 Form of first amendment to Ruby Tuesday, Inc. Deferred
Compensation Plan Trust Agreement.*
10.46 Form of first amendment to Credit Agreement.
10.47 Form of second amendment to Credit Agreement.
10.48 Form of first amendment to Master Agreement.
10.49 Form of first amendment to Loan Facility Agreement and
Guarantee.
10.50 Form of second amendment to Loan Facility Agreement and
Guarantee.
10.51 Form of third amendment to Loan Facility Agreement and
Guarantee.
10.52 Lease agreement dated October 1, 1997 between Riverfront
Capital Business Trust, a Pennsylvania business trust and
Ruby Tuesday, Inc., a Georgia corporation.
10.53 Amended and restated Contribution Agreement dated January 12,
1998, and entered into as of March 20, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, RT Colorado, Inc., a
Colorado corporation and RT Denver Franchise, L.P., a
Delaware limited partner.
10.54 Stock purchase agreement dated January 12, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, Timothy P. Kaliher, RT
Colorado, Inc., a Colorado corporation, and RT Denver
Franchise, L.P., a Delaware limited partnership.
10.55 Purchase agreement dated December 16, 1997 between Ruby
Tuesday, Inc., a Georgia corporation, and RT Southwest
Franchise, LLC, a Delaware limited liability company.
10.56 Purchase agreement dated June 25, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Long Island Franchise,
LLC, a Delaware limited liability company.
10.57 Purchase agreement dated May 7, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT West Palm Beach
Franchise, L.P., a Delaware limited partnership.
11 Statement regarding computation of per share earnings.
13 Annual Report to Shareholders for the fiscal year ended June
6, 1998 (Only portions specifically incorporated by reference
in the Form 10-K are being filed herewith).
21 Subsidiaries of Registrant.
23 Consent of Independent Auditors.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 29, 1997.
27.3 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 30, 1997.
27.4 Restated Financial Data Schedule as of and for the Year Ended
May 31, 1997.
27.5 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 30, 1996.
27.6 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 31, 1996.
27.7 Restated Financial Data Schedule as of and for the Year Ended
June 1, 1996.
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 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).
(3) 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).
(4) 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).
(5) 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).
(6) Incorporated by reference to Exhibit 28.1 to Registration
Statement on Form S-8 of Morrison Restaurants Inc. (Reg. No.
33-13593).
(7) 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).
(8) 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).
(9) 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).
(10) 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).
(11) 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)
(12) 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).
(13) 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).
(14) 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).
(15) 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).
(16) 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).
(17) Incorporated by reference to Exhibit of the same number on Form
10-K for Ruby Tuesday, Inc. for the fiscal year ended May 31,
1997 (File No. 0-12454).
(18) Incorporated by reference to Exhibit 99.1 on Form 10-Q dated
October 14, 1997 for Ruby Tuesday, Inc. for the three month
period ended August 30, 1997 (File No. 0-12454).
(b) Reports on Form 8-K
None.
(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 9/3/98 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 9/3/98 By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chairman of the Board and
Chief Executive Officer
Date 9/3/98 By: /s/ J. Russell Mothershed
J. Russell Mothershed
Senior Vice President, Finance
Chief Financial Officer
Treasurer and Assistant Secretary
Date 9/3/98 By:/s/J.B. McKinnon
J. B. McKinnon
Director
Date 9/3/98 By: /s/ Dr. Donald Ratajczak
Dr. Donald Ratajczak
Director
Date 9/3/98 By:/s/ Dolph W. von Arx
Dolph W. von Arx
Director
Date 9/3/98 By:/s/ Claire L. Arnold
Claire L. Arnold
Director
Date 9/3/98 By:/s/ Arthur R. Outlaw
Arthur R. Outlaw
Vice-Chairman of the Board
Date 9/3/98 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, as amended, of Ruby Tuesday, Inc.
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, as amended, of Ruby Tuesday, Inc. (filed as Exhibit
3.2 hereto).
10.1 Executive Supplemental Pension Plan together with First
Amendment made June 30, 1994 and Second Amendment made July
31, 1995.* (2)
10.2 Master Agreement dated as of May 30, 1997 among Ruby Tuesday,
Inc., as Lessee and Guarantor, Atlantic Financial Group ,
LTD., as lessor, AmSouth Bank of Alabama, as a Lender,
Barnett Bank of Jacksonville, N.A., as a Lender, First
American National Bank, as a Lender, Wachovia Bank of
Georgia, N.A., as a Lender, Hibernia National Bank, as a
Lender, First Tennessee Bank, as a Lender, and SunTrust Bank,
Atlanta, as Agent and as a Lender; together with the Lease
Agreement dated as of May 31, 1997 between Atlantic Financial
Group, LTD., as lessor and Ruby Tuesday, Inc. as lessee; and
the Loan Agreement dated as of May 31, 1997 among Atlantic
Financial Group, LTD., as lessor and borrower, the financial
institutions party hereto, as lenders, and SunTrust Bank
Atlanta, as Agent. (17)
10.3 Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors together with First Amendment
dated June 29, 1995.*(3)
10.4 1993 Executive Stock Option Program.* (4)
10.5 1993 Management Stock Option Program (July 1, 1993 - June 30,
1996).* (5)
10.6 [Reserved]
10.7 Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified
Stock Option Plan, and Related Agreement.* (6)
10.8 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive
Plan.* (7)
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.* (8)
10.10 Supply Agreement Between Morrison Restaurants Inc. and
PYA/Monarch, Inc. dated July 8, 1988. (9)
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.* (10)
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. (11)
10.14 Morrison Restaurants Inc. Salary Deferral Plan, as amended and
restated December 31, 1993, together with First and Second
Amendments to the Plan dated October 21, 1994 and June 30,
1995, respectively.* (12)
10.15 Executive Group Life and Executive Accidental Death and
Dismemberment Plan.* (13)
10.16 Ruby Tuesday, Inc. Salary Deferral Plan Trust Agreement dated
July 1, 1997. (17)
10.17 Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement
dated July 1, 1997. (17)
10.18 Form of Non-Qualified Stock Option Agreement for Executive
Officers Pursuant to the Morrison Restaurants Inc. Stock
Incentive Plan.* (14)
10.19 [Reserved]
10.20 [Reserved]
10.21 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and
Non-Qualified Stock Option Plan.* (15)
10.22 Morrison Restaurants Inc. Executive Life Insurance Plan.* (16)
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 [Reserved]
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)
10.41 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Orlando Franchise, L.P.,
d/b/a RT Orlando Franchise Ltd., a Delaware limited
partnership. (17)
10.42 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Tampa Franchise, L.P.,
d/b/a RT Tampa Franchise Ltd., a Delaware limited
partnership. (17)
10.43 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT South Florida Franchise,
L.P., d/b/a RT South Florida Franchise Ltd., a Delaware
limited partnership. (17)
10.44 Loan Facility Agreement and Guaranty dated May 30, 1997 by
and among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
other lender signatories thereto. (18)
10.45 Form of first amendment to Ruby Tuesday, Inc. Deferred
Compensation Plan Trust Agreement.*
10.46 Form of first amendment to Credit Agreement.
10.47 Form of second amendment to Credit Agreement.
10.48 Form of first amendment to Master Agreement.
10.49 Form of first amendment to Loan Facility Agreement and
Guarantee.
10.50 Form of second amendment to Loan Facility Agreement and
Guarantee.
10.51 Form of third amendment to Loan Facility Agreement and
Guarantee.
10.52 Lease agreement dated October 1, 1997 between Riverfront
Capital Business Trust, a Pennsylvania business trust and
Ruby Tuesday, Inc., a Georgia corporation.
10.53 Amended and restated Contribution Agreement dated January 12,
1998, and entered into as of March 20, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, RT Colorado, Inc., a
Colorado corporation and RT Denver Franchise, L.P., a
Delaware limited partner.
10.54 Stock purchase agreement dated January 12, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, Timothy P. Kaliher, RT
Colorado, Inc., a Colorado corporation, and RT Denver
Franchise, L.P., a Delaware limited partnership.
10.55 Purchase agreement dated December 16, 1997 between Ruby
Tuesday, Inc., a Georgia corporation, and RT Southwest
Franchise, LLC, a Delaware limited liability company.
10.56 Purchase agreement dated June 25, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Long Island Franchise,
LLC, a Delaware limited liability company.
10.57 Purchase agreement dated May 7, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT West Palm Beach
Franchise, L.P., a Delaware limited partnership.
11 Statement regarding computation of per share earnings.
13 Annual Report to Shareholders for the fiscal year ended June
6, 1998 (Only portions specifically incorporated by reference
in the Form 10-K are being filed herewith).
21 Subsidiaries of Registrant.
23 Consent of Independent Auditors.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 29, 1997.
27.3 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 30, 1997.
27.4 Restated Financial Data Schedule as of and for the Year Ended
May 31, 1997.
27.5 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 30, 1996.
27.6 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 31, 1996.
27.7 Restated Financial Data Schedule as of and for the Year Ended
June 1, 1996.
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 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).
(3) 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).
(4) 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).
(5) 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).
(6) Incorporated by reference to Exhibit 28.1 to Registration
Statement on Form S-8 of Morrison Restaurants Inc. (Reg. No.
33-13593).
(7) 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).
(8) 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).
(9) 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).
(10) 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).
(11) 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)
(12) 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).
(13) 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).
(14) 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).
(15) 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).
(16) 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).
(17) Incorporated by reference to Exhibit of the same number on Form
10-K for Ruby Tuesday, Inc. for the fiscal year ended May 31,
1997 (File No. 0-12454).
(18) Incorporated by reference to Exhibit 99.1 on Form 10-Q dated
October 14, 1997 for Ruby Tuesday, Inc. for the three month
period ended August 30, 1997 (File No. 0-12454).