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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, 1999
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 11, 1999 as reported on the New York Stock Exchange, was
approximately $594,776,711.
The number of shares of the Registrant's common stock outstanding at
August 11, 1999 was 32,041,843.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended June 6, 1999 are incorporated by reference into Parts I and
II.
Portions of the Registrant's definitive proxy statement dated August 27,
1999 are incorporated by reference into Part III.
INDEX
PART I
Page
Number
Item 1. Business 4-8
Item 2. Properties 8-9
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of
Security Holders 10
Executive Officers of the Company 10-11
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Item 7A. Quantitative and Qualitative Disclosure About
Market Risk 12
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 12
PART III
Item 10. Directors and Executive Officers of the
Registrant 12
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial
Owners and Management 13
Item 13. Certain Relationships and Related Transactions 13
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 13-19
PART I
Item 1. Business.
General
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
Restaurants Inc. ("Morrison") in 1982. During the following years,
Morrison added other casual dining concepts, including the internally-
developed American Cafe (formerly "Mozzarella's American Cafe" and
"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. In a
spin-off transaction effective March 9, 1996, shareholders of Morrison
approved the distribution of two separate businesses of Morrison to its
shareholders. In conjunction with the spin-off, Morrison was
reincorporated in the State of Georgia and changed its name to Ruby
Tuesday, Inc. (the "Company").
The Company moved into franchising in 1997 with the opening of one
domestic franchised Ruby Tuesday restaurant and two international
franchised Ruby Tuesday restaurants. Since 1997, agreements for the
franchise development of new Ruby Tuesday restaurants have been signed
with 15 casual-dining operators who became domestic franchise partners
and six international franchisees. In conjunction with the signing of
the agreements with the domestic franchise partners, the Company sold 66
restaurants in its non-priority growth markets to the franchise partners.
During fiscal 1998, the Company moved its executive and certain other
administrative support departments to a new Restaurant Support Services
Center in Maryville, Tennessee.
The information presented below relates to the business of the Company
following the spin-off transaction in 1996 unless the context indicates
otherwise.
Operations
The Company owns and operates three casual dining concepts comprised of
Ruby Tuesday, 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, 1999, the Company owned and
operated 403 casual dining restaurants in 32 states. Also, as of fiscal
year end, franchise operations included 78 domestic units located in 11
states and seven international units located in the Asian Pacific Region
and Chile.
Ruby Tuesday
Ruby Tuesday restaurants are casual, full-service restaurants with warm
woods, whimsical artifacts and classic 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, the
Company has added black and white checked table cloths to accent the
tables, servers dressed in red polo shirts, black pants, and short black
aprons, 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, 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
$13.99.
At June 6, 1999, the Company owned and operated 335 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 42-46 additional Company owned
units in fiscal 2000 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 3,300 to 5,700 square feet with seating for
128 to 234 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.
American Cafe
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 $5.99 to $13.99.
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.
American Cafe restaurants are primarily located in the Southeast and Mid-
Atlantic regions. At June 6, 1999, the Company operated 45 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 American Cafe units in fiscal 2000.
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 $5.79 to
$24.99. 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 red polo shirt, blue jeans and a short black apron.
The Company operated 23 Tia's at the end of fiscal 1999 and plans to open
three to four units in fiscal 2000. New and existing units will be and
are located in the Southwest, Southeast and Mid-Atlantic regions. New
units will be approximately 5,000 square feet, with seating capacity for
211 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 domestic franchise program, which the Company began in fiscal 1997,
allows the Company to become a financial partner with some of the best
restaurant operators from the casual dining industry. Domestic
franchising efforts are concentrated outside the Company's core growth
markets. Pursuant to the franchise agreements, the Company receives
development and license fees from the franchisees 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 for providing 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 loan
facility with a group of banks. The Company, as sponsor of the loan
facility, serves as partial guarantor for the draws made on this
revolving line-of-credit.
During fiscal 1999, the Company sold 19 Ruby Tuesday units to several
domestic franchisees and eight new Ruby Tuesday units were opened by
franchisees, bringing the total of domestic franchised units to 78 with
15 domestic franchise partners and one traditional franchisee as of June
6, 1999. The 78 units are located in the following states: Arizona (7),
Colorado (11), Florida (37), Kansas (2), Kentucky (6), Massachusetts (2),
Minnesota (3), Missouri (1), Nebraska (1), New York (6) and Utah (2).
Subsequent to year end, the Company entered into letters of intent with
four potential franchise partners which provide, among other things, for
the sale of 22 units in Michigan, nine in Illinois and three in Indiana
during fiscal 2000. As of June 6, 1999, 28 of these units to be sold
were open. The remaining six are expected to open by the end of the
second quarter of fiscal 2000.
The Company's International Division, which was established in fiscal
1997, continued its international franchise development by opening two
international franchise units during the year. One international
franchise unit in Taiwan closed during the year. At present, the Company
has seven international franchised units with two franchisees located in
the Asia-Pacific region and Chile. As of June 6, 1999, the Company has
signed agreements with four additional international franchisees which
call for restaurants to be opened beginning in the second quarter of
fiscal 2000. The Company receives development and license fees from
international franchisees for the right to develop and operate Ruby
Tuesday restaurants and royalties fees based on a percentage of each
restaurant's sales. The International Division intends to develop
relationships with large companies around the world for global franchise
expansion of the Ruby Tuesday brand.
Training
WOW-U, located in the Maryville, Tennessee Restaurant Support Services
Center, serves as the centralized training center for all the Company's
restaurant managers and the franchise partners. Facilities include
classrooms and a test kitchen. WOW-U provides managers and franchise
partners the opportunity to gather for intensive, on-going instruction
and interaction. Programs include classroom instruction and various team
competitions which are designed to contribute to the skill and enhance
the dedication of the Company's teams and to strengthen its corporate
culture. Further contributing to the training experience is RT Lodge
which is located on a wooded campus just minutes from the Restaurant
Support Services Center. RT Lodge serves as the lodging quarters and
dining facility for those attending WOW-U. After a long day of
instruction and competition, trainees have the opportunity to dine and
socialize with fellow team members in a relaxed and tranquil atmosphere.
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
The Company has entered into a five year contract with U.S. Foodservice,
Inc. for the purchase of raw materials under a cost-plus arrangement. The
contract expires on March 3, 2003. 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 or its affiliates has registered certain trademarks and
service marks, with the United States Patent and Trademark Office,
including Ruby Tuesday, The American Cafe, and Tia's. The Company holds
an exclusive license to use all such trade and service marks from such
affiliates which includes the right to sub-license. 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's mall-based restaurants, which
currently represent slightly over 50% of the Company's total restaurants
and average higher unit volumes, 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 8,400 full-time and 18,800 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,
American Cafe and Tia's Tex-Mex operations is shown in the list below. Of
the 403 Company-owned and operated restaurants as of June 6, 1999, the
Company owned the buildings and held long-term land leases for 97
restaurants, owned the land and buildings for 61 restaurants, and held
leases covering land and buildings for 245 restaurants. The Company's
Restaurant Support Services Center in Maryville, Tennessee which was
opened in fiscal 1998 is covered under a lease agreement with an initial
term of five years from October 2, 1998 with two five-year renewal
options. 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 4 of the
Notes to Consolidated Financial Statements included in the Annual Report
to Shareholders for the fiscal year ended June 6, 1999.
As of June 6, 1999, the Company operated 403 restaurants, including 335
Ruby Tuesday, 45 American Cafe and 23 Tia's Tex-Mex restaurants in the
following locations:
Alabama (35) Louisiana (4) North Carolina (12)
Arkansas (4) Maine (1) Ohio (18)
Connecticut (11) Maryland (22) Oklahoma (1)
Delaware (4) Massachusetts (5) Pennsylvania (21)
Florida (23) Michigan (19) Rhode Island (1)
Georgia (42) Mississippi (5) South Carolina (11)
Illinois (12) Missouri (11) Tennessee (36)
Indiana (8) Nebraska (1) Texas (15)
Iowa (1) New Hampshire (2) Virginia (44)
Kansas (1) New Jersey (13) West Virginia (1)
Kentucky (1) New York (18)
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 four additional lawsuits on this issue filed by other
restaurant companies pending in other U.S. federal courts. In September,
1998, the District Court in Northern California held in favor of the
taxpayer on the identical issue in Fior d Italia v. United States
("Fior"). The District Court rejected the holding of the Eleventh
Circuit holding, inter alia, that the Eleventh Circuit opinion was
rejected by recently expressed congressional intent. The IRS' motion for
reconsideration in light of the Federal Circuit's decision in The Bubble
Room v. United States (infra) was denied. The IRS has appealed the
district court's ruling on Fior. In October 1998, in a split decision,
the United States Court of Appeals for the Federal Circuit issued a
decision unfavorable to the taxpayer in The Bubble Room v. United States.
The taxpayer's petition for a rehearing En Banc was also denied.
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 11, 1999 is provided below.
Executive
Officer
Name Age Position with the Company Since
S. E. Beall, III 49 Chairman of the Board and 1982
Chief Executive Officer
R. D. McClenagan 51 President- Ruby Tuesday 1985
Division
J. R. Mothershed 51 Senior Vice President and 1992
Chief Financial Officer,
Treasurer and Assistant
Secretary
S. L. Turner 46 Executive Vice President, 1997
Human Resources and
Performance Management
D. T. Cronk 46 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 and Vice President, Controller and Treasurer of the
Ruby Tuesday division of Morrison from October 1992 to April 1994.
Ms. Turner joined Ruby Tuesday in September 1997 and has served as
Executive Vice President, Human Resources and Performance Management
since June 1999. From September 1997 until June 1999, Ms. Turner
served as Senior Vice President-Human Resources. Prior to joining
the Company, Ms. Turner served as Senior Vice President-Human
Resources of Hasbro, Inc. from 1993 to 1997.
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 10 of the Notes to Consolidated Financial Statements of
the Registrant's Annual Report to Shareholders for the fiscal year ended
June 6, 1999.
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. In fiscal 1999, the Company declared and paid
semi-annual dividends in the first and third quarters. On July 1, 1999,
the Company's Board of Directors declared a semi-annual dividend of $.045
per share payable on July 30, 1999 to shareholders of record as of record
on July 16, 1999. 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, 1999, the maximum amount of
permissible Restricted Payments was $41.8 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, 1999 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, 1999 is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
"Disclosures About Market Risk" contained within "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on page 20
of the Registrant's Annual Report to Shareholders for the fiscal year
ended June 6, 1999 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 6, 1999 are
incorporated herein by reference:
Consolidated Statements of Income - Fiscal years ended
June 6, 1999, June 6, 1998 and May 31, 1997.
Consolidated Balance Sheets - As of June 6, 1999 and June 6, 1998.
Consolidated Statements of Shareholders' Equity - Fiscal
years ended June 6, 1999, June 6, 1998 and May 31, 1997.
Consolidated Statements of Cash Flows - Fiscal years ended
June 6, 1999, June 6, 1998 and May 31, 1997.
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 27, 1999
relating to the Registrant's annual meeting of shareholders to be held on
September 30, 1999.
(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 27, 1999 relating to the
Registrant's annual meeting of shareholders to be held on September 30,
1999.
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 27, 1999
relating to the Registrant's annual meeting of shareholders to be held on
September 30, 1999.
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 27, 1999 relating to the Registrant's annual meeting of
shareholders to be held on September 30, 1999.
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, 1999, 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, 1999,
June 6, 1998 and May 31, 1997 24
Consolidated Balance Sheets as of
June 6, 1999 and June 6, 1998 25
Consolidated Statements of Shareholders'
Equity for the fiscal years ended
June 6, 1999, June 6, 1998 and
May 31, 1997 26
Consolidated Statements of Cash Flows
for the fiscal years ended June 6, 1999,
June 6, 1998 and May 31, 1997 27
Notes to Consolidated Financial Statements 28-39
Report of Independent Auditors 40
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. (19)
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). (19)
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.* (19)
10.46 Form of first amendment to Credit Agreement. (19)
10.47 Form of second amendment to Credit Agreement. (19)
10.48 Form of first amendment to Master Agreement. (19)
10.49 Form of first amendment to Loan Facility Agreement and
Guarantee. (19)
10.50 Form of second amendment to Loan Facility Agreement and
Guarantee. (19)
10.51 Form of third amendment to Loan Facility Agreement and
Guarantee. (19)
10.52 Lease agreement dated October 1, 1997 between Riverfront
Capital Business Trust, a Pennsylvania business trust and
Ruby Tuesday, Inc., a Georgia corporation. (19)
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. (19)
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. (19)
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. (19)
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. (19)
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. (19)
10.58 Omnibus Amendment dated October 2, 1998 to Master Agreement
dated as of May 30, 1997. (20)
10.59 Amended and Restated Loan Facility Agreement and Guaranty by
and among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
other lender signatories thereto dated October 2, 1998. (21)
10.60 Master Agreement dated as of June 3, 1998 among Ruby Tuesday,
Inc., as Lessee and Guarantor, Atlantic Financial Group ,
LTD., as lessor, Nationsbank, N.A., as a Lender, Union
Planters Bank, N.A., as a Lender, First Union National Bank,
as a Lender, and SunTrust Bank, Atlanta, as Agent and as a
Lender; together with the Lease Agreement dated as of June 3,
1999 between Atlantic Financial Group, LTD., as lessor and
Ruby Tuesday, Inc. as lessee; the Loan Agreement dated as of
June 3, 1999 among Atlantic Financial Group, LTD., as lessor
and borrower, the financial institutions party hereto, as
lenders, and SunTrust Bank Atlanta, as Agent; the
Construction Agency Agreement dated as of June 3, 1999 among
Atlantic Financial Group, LTD. and Ruby Tuesday, Inc., as
construction agent; and Appendix A to Master Agreement,
Lease, Loan Agreement and Construction Agency Agreement.
10.61 Form of Second Amendment to the Ruby Tuesday, Inc. 1996 Non-
Executive Stock Incentive Plan (formerly the 1993 Non-
Executive Stock Incentive Plan).*
13 Annual Report to Shareholders for the fiscal year ended June 6, 1999
(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.
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).
(19) Incorporated by reference to Exhibit of the same number on
Form 10-K for Ruby Tuesday, Inc. for the fiscal year ended
June 6, 1998 (File No. 1-12454).
(20) Incorporated by reference to Exhibit 99.1 on Form 10-Q for
Ruby Tuesday, Inc. for the quarter ended September 6, 1998
(File No. 1-12454).
(21) Incorporated by reference to Exhibit 99.2 on Form 10-Q for
Ruby Tuesday, Inc. for the quarter ended September 6, 1998
(File No. 1-12454).
(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 8/30/99 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 8/30/99 By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chairman of the Board and
Chief Executive Officer
Date 8/30/99 By: /s/ J. Russell Mothershed
J. Russell Mothershed
Senior Vice President, Finance
Chief Financial Officer
Treasurer and Assistant Secretary
Date 8/30/99 By: /s/ John B. McKinnon
John B. McKinnon
Director
Date 8/30/99 By: /s/ Dr. Donald Ratajczak
Dr. Donald Ratajczak
Director
Date 8/30/99 By: /s/ Dolph W. von Arx
Dolph W. von Arx
Director
Date 8/30/99 By: /s/ Claire L. Arnold
Claire L. Arnold
Director
Date 8/30/99 By: /s/ Dr. Benjamin F. Payton
Dr. Benjamin F. Payton
Director
Date 8/30/99 By: /s/ James A. Haslam, III
James A. Haslam, III
Director
Date 8/30/99 By: /s/ Elizabeth L. Nichols
Elizabeth L. Nichols
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. (19)
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). (19)
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.* (19)
10.46 Form of first amendment to Credit Agreement. (19)
10.47 Form of second amendment to Credit Agreement. (19)
10.48 Form of first amendment to Master Agreement. (19)
10.49 Form of first amendment to Loan Facility Agreement and
Guarantee. (19)
10.50 Form of second amendment to Loan Facility Agreement and
Guarantee. (19)
10.51 Form of third amendment to Loan Facility Agreement and
Guarantee. (19)
10.52 Lease agreement dated October 1, 1997 between Riverfront
Capital Business Trust, a Pennsylvania business trust and
Ruby Tuesday, Inc., a Georgia corporation. (19)
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. (19)
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. (19)
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. (19)
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. (19)
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. (19)
10.58 Omnibus Amendment dated October 2, 1998 to Master Agreement
dated as of May 30, 1997. (20)
10.59 Amended and Restated Loan Facility Agreement and Guaranty by
and among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
other lender signatories thereto dated October 2, 1998. (21)
10.60 Master Agreement dated as of June 3, 1998 among Ruby Tuesday,
Inc., as Lessee and Guarantor, Atlantic Financial Group ,
LTD., as lessor, Nationsbank, N.A., as a Lender, Union
Planters Bank, N.A., as a Lender, First Union National Bank,
as a Lender, and SunTrust Bank, Atlanta, as Agent and as a
Lender; together with the Lease Agreement dated as of June 3,
1999 between Atlantic Financial Group, LTD., as lessor and
Ruby Tuesday, Inc. as lessee; the Loan Agreement dated as of
June 3, 1999 among Atlantic Financial Group, LTD., as lessor
and borrower, the financial institutions party hereto, as
lenders, and SunTrust Bank Atlanta, as Agent; the
Construction Agency Agreement dated as of June 3, 1999 among
Atlantic Financial Group, LTD. and Ruby Tuesday, Inc., as
construction agent; and Appendix A to Master Agreement,
Lease, Loan Agreement and Construction Agency Agreement.
10.61 Form of Second Amendment to the Ruby Tuesday, Inc. 1996 Non-
Executive Stock Incentive Plan (formerly the 1993 Non-
Executive Stock Incentive Plan).*
13 Annual Report to Shareholders for the fiscal year ended June
6, 1999 (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.
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).
(19) Incorporated by reference to Exhibit of the same number on
Form 10-K for Ruby Tuesday, Inc. for the fiscal year ended
June 6, 1998 (File No. 1-12454).
(20) Incorporated by reference to Exhibit 99.1 on Form 10-Q for
Ruby Tuesday, Inc. for the quarter ended September 6, 1998
(File No. 1-12454).
(21) Incorporated by reference to Exhibit 99.2 on Form 10-Q for
Ruby Tuesday, Inc. for the quarter ended September 6, 1998
(File No. 1-12454).