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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 29, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____
Commission File Number 0-10943
RYAN'S FAMILY STEAK HOUSES, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0657895
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
405 Lancaster Avenue, Greer, South Carolina 29650
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (864) 879-1000
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of class) (Name of each exchange
on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
(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 the 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
(shareholders holding less than 20% of the outstanding common stock,
excluding directors and officers), computed by reference to the average
high and low prices of such stock, as of March 1, 2000, was $345,153,000.
The number of shares outstanding of the registrant's Common Stock,
$1.00 Par Value, was 35,743,100 at March 1, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Document Location in Form 10-K
Portions of 1999 Annual Report of Shareholders Parts I and II
Portions of Proxy Statement dated March 28, 2000 Part III
PART I
ITEM 1. BUSINESS.
General
Ryan's Family Steak Houses, Inc., the registrant (together with its
subsidiaries referred to hereafter as the "Company"), is a South
Carolina corporation that operates a chain of restaurants located
principally in the southern and midwestern United States. At December
29, 1999, 289 Company-owned and 23 franchised Ryan's Family Steakhouse
restaurants (restaurants using the Ryan's Family Steakhouse format are
referred to hereafter as "Ryan's" or "Ryan's restaurant") were in
operation. Systemwide sales, which include sales by franchised
restaurants, were approximately $704 million in 1999 and $675 million
in 1998. Sales by Company-owned restaurants amounted to approximately
$665 million in 1999 and $637 million in 1998. The Company,
headquartered in Greer, South Carolina, was organized in 1977, opened
its first restaurant in 1978 and completed its initial public offering
in 1982. It has no revenues or assets outside the U.S.
The following table indicates the number of Company-owned
restaurants opened each year, net of closings, and the total number of
Company-owned restaurants open at each year-end during the 5-year
period ending December 29, 1999:
Restaurant Total Open
Year Openings, Net at Year-End
1995 19 231
1996 30 261
1997 9 270
1998 10 280
1999 9 289
Restaurant Operations
General. A Ryan's restaurant is a family-oriented restaurant
serving a wide variety of foods from the centrally located scatter
bars known as the Mega Barr, as well as grilled entrees such as
charbroiled USDA Choice steaks, hamburgers, chicken and seafood. The
Mega Barr includes fresh and pre-made salad items, soups, cheeses, a
variety of hot meats and vegetables, and hot yeast rolls prepared and
baked daily on site. All entree purchases include a trip to a bakery
bar. Bakery bars feature hot and fresh-from-the-oven cookies,
brownies and other bakery products as well as various dessert
selections, such as ice cream, frozen yogurt, fresh fruit, cakes,
cobblers and several dessert toppings. All Ryan's also offer a
variety of non-alcoholic beverages. All restaurants have their Mega
Barsr in a scatter bar format. This format breaks the Mega Barr into
five island bars for easier customer access and more food variety.
Most Ryan's are open seven days a week. New restaurants are
generally closed on Mondays for their first two to three months of
operation. Typical hours of operation are 11:00 a.m. to 9:30 p.m.
Sunday through Thursday and 11:00 a.m. to 10:30 p.m. Friday and
Saturday. The average customer count per restaurant during 1999 was
approximately 6,800 per week, and the average meal price per person
was $6.59 (including beverage). Management believes that the average
table turns over every 30 to 45 minutes.
Each Company-owned Ryan's is located in a free-standing masonry
building that ranges in size from approximately 10,000 to 11,500
square feet. The interior of most restaurants contains two or three
dining rooms, seating approximately 300 to 500 persons in total, an
area where customers both order and pay for their meals and a kitchen.
The focal points of the main dining room are the Mega Barr and a
bakery bar. The parking lots at the restaurants vary in size, with
available parking ranging from 125 to 200 cars.
Restaurant Management and Supervision. The Company emphasizes
standardized operating and control systems together with comprehensive
recruiting and training programs in order to maintain food and service
quality. In each Ryan's restaurant, the management team typically
consists of a general manager or operating partner (under the
Operating Partner Program described below), a manager, an assistant
manager and an associate manager. Management personnel begin
employment at the manager trainee level and complete a formal four-
week training program at the Company's management training center in
Greer, South Carolina, prior to being placed in associate manager
positions. All restaurant managers continue their training through
various training manuals and classes developed by the Company.
Each restaurant management team reports to an area supervisor or
district partner (under the District Partner Program described below).
Individuals in these positions normally oversee the operations of four
to eight restaurants and report to one of eight regional directors, a
position that may be at the Vice President level and, in any case,
reports to the Vice President-Operations. Communication and support
from all corporate office departments are designed to assist all
restaurant supervisory personnel (collectively referred to hereafter
as "Restaurant Supervision") in responding promptly to local concerns.
All Restaurant Supervision as well as general managers, operating
partners and managers participate in incentive bonus programs.
Bonuses paid to general managers and managers are based on the monthly
sales volume of their individual restaurant with deductions for excess
spending in key expense items, such as food cost, payroll and cash
shortages. The bonus program for area supervisors and regional
directors is based principally upon same-store sales, profitability,
"hidden shopper" (service feedback) scores and certain qualitative
factors.
In 1997, the Company initiated an Operating Partner Program in
order to provide general managers with an additional career path and
an opportunity to share in the profitability of their stores. After
being selected and upon a $10,000 investment in Ryan's common stock, a
general manager is promoted to Operating Partner and then shares in
both the profit improvement and overall profitability of the
restaurant. At December 29, 1999, Operating Partners were managing
146 restaurants. The Company's goal is to have from 175 to 200
Operating Partners in place by December 2000.
In 1999, the Company initiated a District Partner Program in order
to reward top-performing area supervisors who were ready to assume
additional responsibilities. After being selected and upon a $15,000
investment in Ryan's common stock, an area supervisor is promoted to
District Partner and then shares in both the profit improvement and
overall profitability of the restaurants under his or her supervision.
At December 29, 1999, there were eight District Partners supervising
58 restaurants. The Company's goal is to have an additional three to
five District Partners in place by December 2000.
Advertising. The Company has not relied extensively on
advertising, expending less than one percent of restaurant sales
during each of the years 1999, 1998 and 1997. In 1999, the Company
ran advertising campaigns, consisting of both television and radio, in
30 markets covering 108 Ryan's. Newspaper ads and billboards were
used in various other markets. The Company's advertising plan for
2000 is similar in scope to the 1999 program and may be either
expanded or contracted depending on various factors such as the
Company's overall sales levels, the results of the advertising program
at the targeted restaurants and the costs associated with the
advertising.
Expansion of Company-Owned Restaurants
General. At December 29, 1999, the Company owned and operated 289
Ryan's restaurants. During 2000, current plans call for 12 to 14 new
Company-owned Ryan's. Target sites for these new restaurants are
spread throughout the Company's current 22-state operating area. The
Company also plans to relocate four to six restaurants during 2000.
Management defines a relocation as a restaurant opened within 12
months after closing another restaurant in the same marketing area. A
relocation represents a redeployment of assets within a market. The
following table summarizes the Company's openings, closings and
relocations during 1999, 1998 and 1997:
1999 1998 1997
Beginning of year 280 270 261
New restaurants 12 11 15
Relocations - opened 6 4 1
Relocations - closed (6) (4) (1)
Closings (3) (1) (6)
End of year 289 280 270
Site Selection. The Company employs a real estate manager and uses
independent real estate brokers to locate potential new sites and to
perform all preliminary site investigative work. Final approval is
made by the Company's executive management. Important factors in site
selection include population, demographics, proximity to both business
and residential areas, traffic count and site accessibility. Another
factor in site selection for a Ryan's restaurant is its proximity to
other Ryan's because this proximity improves the efficiency of the
Company's Restaurant Supervision, advertising programs and
distribution network.
Construction. The Company presently acts as the general contractor
for the construction of all of its restaurants. The Company's in-
house architectural staff draws up the detailed construction plans
that are used by subcontractors selected by a Ryan's project manager
to perform the actual construction work. In addition to selecting and
scheduling subcontractors, a Ryan's project manager also procures
materials, if necessary, and provides general oversight of the
construction project. A Ryan's construction superintendent is on site
during the construction of each restaurant and closely supervises the
progress and workmanship of the project. New restaurants are
generally completed approximately four to five months from the
commencement of construction. The average cost of a new Ryan's (land,
building and equipment) constructed in 1999 was approximately $2.2
million.
Restaurant Opening. When a new Ryan's is opened, all restaurant
management positions are staffed with personnel who have had prior
management experience in another of the Company's restaurants. Prior
to opening, all staff personnel at the new location undergo one week
of intensive training conducted by a new store opening team.
Franchising. While the Company has granted Ryan's franchises in
the past, management has not actively pursued new franchisees in
recent years in order to concentrate on the operation and development
of Company-owned restaurants. New franchises may be awarded to the
existing franchisee or to new franchisees proposing to operate in
regions significantly outside of the Company's existing or
contemplated operating areas.
The following table indicates the number of franchised restaurants
opened each year, net of closings, and the total number of franchised
restaurants open at each year-end during the 5-year period ending
December 29, 1999:
Net
Restaurants Total Open
Year Opened (Closed) at Year-End
1995 (4) 26
1996 (1) 25
1997 - 25
1998 1 26
1999 (3) 23
At December 29, 1999, the Company's sole franchise agreement was
with Family Steak Houses of Florida, Inc. ("Family") which, at that
date, operated 23 Ryan's in central and northern Florida. The present
franchise agreement expires in 2010. If Family is in compliance with
the franchise agreement at that time and agrees to certain remodeling
requirements, Family then has the option to extend the agreement for
up to two 10-year renewal periods. The agreement provides that the
Company will furnish Family with all the necessary information to
construct, equip, manage and operate restaurants under the Ryan's
Family Steakhouse name or derivative thereof. It further provides for
exclusive territorial protection in certain Florida counties as long
as Family operates a specified number of Ryan's restaurants. At
December 29, 1999, Family was required to have 21 restaurants in
operation and was therefore in compliance at that date. Under the
current agreement, the number of Ryan's required to be operated by
Family increases to 23 by year-end 2000 and then increases by two
restaurants per year thereafter.
The franchise agreement with Family was amended in August 1999 in
order to revise the number of Ryan's restaurants required to be in
operation by Family. A comparison of the old and current requirements
follow:
Restaurants in Operation
Old Current
Year-End Requirement Requirement
1999 27 21
2000 28 23
2001 29 25
2002 30 27
2003 31 29
Subsequent years +1/year +2/year
Sources and Availability of Raw Materials
The Company has a centralized purchasing program which is designed
to provide uniform product quality in all restaurants as well as
reduced food, beverage and supply costs. The Company's management
establishes contracts for approximately 90% of its food and other
products from a variety of major suppliers under competitive terms.
Purchases under these contracts are delivered to one of three
warehouses operated by the Company's principal distributor and then
delivered to the restaurants by the distributor. The remaining 10% of
the Company's products (principally fresh produce) are purchased
locally by restaurant management. The beef used by the Company is
obtained from four western suppliers based on price and availability
of product. To ensure against interruption in the flow of beef
supplies due to unforeseen or catastrophic events, the distributor
maintains four to eight weeks supply of sirloin at its warehouses.
The Company believes that satisfactory sources of supply are generally
available for all the items used regularly in its operations.
Working Capital Requirements
Working capital requirements for continuing operations are not
significant. The Company's restaurant sales are primarily derived
from cash sales, and inventories are purchased on credit and are
rapidly converted to cash. Therefore, the Company does not maintain
significant receivables or inventories.
Trademarks and Service Marks
The Company has registered various trademarks and service marks,
including "Ryan's Family Steak Houser" and "Mega Barr", and their
related designs with the United States Patent and Trademark Office.
All trademarks and service marks have stated expiration dates ranging
from December 2001 to October 2008. However, they are renewable for
an unlimited number of additional 10-year terms at the option of the
Company.
Competition
The food service business is highly competitive and is often
impacted by changes in the taste and eating habits of the public,
economic conditions affecting spending habits, population and traffic
patterns. The principal bases of competition in the industry are the
quality and price of the food products offered. Location, speed of
service and attractiveness of facilities are also important factors.
Ryan's restaurants compete with many units operated or franchised by
national, regional and local restaurant companies that offer steak or
buffet-style meals. Although the Company believes that its price/value
to its customers places it in an excellent competitive posture, during
the last few years many operators have upgraded their restaurants to
more closely match the Ryan's format and particularly the Mega Bar.
The Company also competes with many specialty food outlets and other
food vendors.
Seasonality
The Company's operations are subject to some seasonal fluctuations.
Average sales per restaurant run approximately 5% less than the
company-wide annual per restaurant average during the first and fourth
quarters and 5% more than the company-wide annual average during the
second and third quarters.
Research
The Company maintains ongoing research programs relating to the
development of new products and evaluation of marketing activities.
The Company's management staff includes a Director of Research and
Development, whose responsibilities include enhancing and updating the
Mega Barr and entree selections. While research and development
activities are important to the Company, past expenditures have not
been and future expenditures are not expected to be material to the
Company's financial results.
Customers
No material part of the Company's business is dependent upon a
single customer or a specific group of customers.
Regulation
The Company is subject to licensing and regulation by health,
sanitation, safety and fire agencies in the states and/or
municipalities in which its restaurants are located. The Company's
restaurants are constructed to meet local and state building code
requirements and are operated in material accordance with state and
local regulations relating to the preparation and service of food.
Generally the Company has not encountered significant obstacles to
opening new restaurants as a result of difficulties or failures in
obtaining the required licenses or approvals. However, more stringent
or varied requirements of local and state governmental bodies could
delay or prevent development of new restaurants in particular
locations.
The Company is subject to the Fair Labor Standards Act, which
regulates matters such as minimum wage requirements, overtime and
other working conditions, along with the Americans with Disabilities
Act and various family leave mandates. A significant number of the
Company's restaurant team members are paid at the federal minimum
wage, and, accordingly, legislated changes to the minimum wage affect
the Company's payroll costs. Although no additional increases have
been legislated, various proposals are presently being discussed and
voted upon in the U.S. Congress. Recent legislation in Congress
points to a potential $1.00 per hour increase to $6.15 per hour with a
phase-in period ending in either 2001 or 2002. The Company has
typically been able to increase menu prices to cover most of the
payroll rate increases.
Environmental Matters
While the Company is not aware of any federal, state or local
environmental regulations that will materially affect its operations
or competitive position or result in material capital expenditures, it
cannot predict the impact of possible future legislation or regulation
on its operations.
Employees
At March 1, 2000, the Company employed approximately 19,000
persons, of whom approximately 18,700 were restaurant personnel. The
Company strives to maintain low turnover by offering all full-time
employees a very competitive benefit package, which includes life and
health insurance, vacation pay and a defined contribution retirement
plan. Part-time employees who work at least 28 hours per week are
eligible to participate in the Company's life and health insurance
plans and also receive vacation pay.
None of the Company's employees are represented by a union. The
Company has experienced no work stoppages attributable to labor
disputes and considers its employee relations to be good.
Information as to Classes of Similar Products or Services
The Company operates in only one industry segment. All significant
revenues and pre-tax earnings relate to retail sales of food to the
general public through either Company-operated or franchised
restaurants. At December 29, 1999, the Company had no operations
outside the continental United States.
Information regarding the Company's restaurant sales and assets is
included in the Company's financial statements, which are incorporated
by reference into Part II, Item 8 of this Form 10-K.
ITEM 2. PROPERTIES.
The Company owns substantially all of its restaurant properties,
each of which is a free-standing masonry building that covers
approximately 10,000 to 11,500 square feet, with seating for
approximately 300 to 500 persons and parking for approximately 125 to
200 cars on sites of approximately 75,000 to 130,000 square feet. At
December 29, 1999, all restaurant sites, except 13 properties under
land leases, were owned by the Company.
A listing of the number of Ryan's restaurant locations by state as
of December 29, 1999 appears on page 4 of the Company's 1999 Annual
Report to Shareholders and is incorporated by reference. A detailed
listing of Ryan's restaurant locations may be obtained without charge
by writing to the Company's principal executive offices, Attention:
Corporate Secretary.
The Company's corporate offices consist of two office buildings
(30,000 square feet and 16,000 square feet) and a 10,000 square foot
warehouse facility, all of which are located in Greer, SC. The office
buildings (land and building) are owned by the Company. The warehouse
facility is leased with an initial term ending in October 2000 and
annual renewal terms ending in October 2005.
From time to time, the Company offers for sale excess land that was
acquired in connection with its restaurant properties. Also, at
December 29, 1999, seven closed restaurant properties were offered for
sale. The Company believes that the eventual disposition or non-
disposition of all such properties will not materially affect its
business or financial condition, taken as a whole.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is a defendant in legal actions
arising in the normal course of its business. Based on those legal
actions currently known to its management, the Company believes that,
as a result of its legal defenses and insurance arrangements, none of
these actions, if decided adversely, would have a material effect on
its business or financial condition, taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information regarding trading of the Company's common stock,
quarterly market prices and dividends appears under "Common Stock
Data" and "Market Price of Common Stock" on page 25 of the Company's
1999 Annual Report to Shareholders and is incorporated by reference.
At March 1, 2000, the Company's common stock was held by
approximately 10,500 stockholders of record through nominee or street
name accounts with brokers.
As further described in Item 7A, the Company is party to a long-
term credit agreement involving a revolving credit facility, expiring
in January 2005, that prohibits the payment of cash dividends.
However, the payment of dividends solely in the Company's common stock
is permitted under the terms of the agreement.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data for the last five years is included in the
"Five-Year Financial Summary" on page 13 of the Company's 1999 Annual
Report to Shareholders and is incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" is included on pages 5 through 12 of the
Company's 1999 Annual Report to Shareholders and is incorporated by
reference.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's exposure to market risk relates primarily to changes
in interest rates. Foreign currencies are not used in the Company's
operations, and commodities used in the preparation of food at the
Company's restaurants are not under purchase contract for more than
one year in advance. On January 28, 2000, the Company closed on two
loan transactions that refinanced all existing debt balances and added
to the Company's credit availability. The first transaction involved
the private placement with several insurance companies of $75 million
of senior notes due in 2008 with principal payments commencing in
2005, bearing interest at 9.02%. The second transaction involved a
$200 million revolving credit facility with several banks due in 2005,
bearing interest at various floating interest rates plus a variable
spread currently set at 1.625%. Both loans are secured by the stock
of the Company's wholly-owned subsidiaries and affiliates.
While the Company has entered into financial instrument agreements
in the past, there were no such agreements outstanding as of December
29, 1999. The Company does not enter into financial instrument
agreements for trading or speculative purposes.
The following table presents information regarding the Company's
outstanding long-term debt based on total outstanding debt balances as
of December 29, 1999 and the terms of the loan agreements that closed
and refinanced all existing debt on January 28, 2000. The
contractually required principal repayments and their related average
interest rates by maturity date are presented in the table. For the
variable rate debt, average interest rate is based on the two-month
London Interbank Offered Rate ("LIBOR") as of January 28, 2000 plus
the applicable margin of 1.625%. The applicable margin could decrease
in future years depending upon changes to the Company's leverage
ratio.
As of December 29, 1999
Expected Maturity Dates
There- Fair
2000 2001 2002 2003 2004 after Total Value
Liabilities
(in millions)
Long-term debt -
Variable rate - - - - - $97.4 97.4 97.4
Average
interest rate 7.5% 7.5% 7.5% 7.5% 7.5% 7.5% 7.5%
Fixed rate - - - - - $75.0 75.0 75.0
Average
interest rate 9.0% 9.0% 9.0% 9.0% 9.0% 9.0% 9.0%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's financial statements, unaudited quarterly financial
information and the independent auditors' report are included on pages
14 through 23 of the Company's 1999 Annual Report to Shareholders and
are incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required under this item is incorporated by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 27, 2000 under the
headings "Election of Directors", "Executive Officers" and "Section
16(a) Beneficial Ownership Reporting Compliance."
ITEM 11.EXECUTIVE COMPENSATION.
The information required under this item is incorporated by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 27, 2000 under the
headings "Election of Directors - Compensation of Directors",
"Compensation Committee Interlocks, Insider Participation and Related
Party Transactions", "Executive Compensation and Other Information",
"Report of the Compensation Committee" and "Performance Graph."
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information required under this item is incorporated by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 27, 2000 under the
headings "Election of Directors", "Certain Beneficial Owners of Common
Stock" and "Executive Officers."
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required under this item is incorporated by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 27, 2000 under the
headings "Compensation Committee Interlocks, Insider Participation and
Related Party Transactions" and "Executive Compensation and Other
Information - Deferred Compensation - Salary Continuation Agreement."
PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-
K.
(a)1-2Financial statements filed as part of this Form 10-K are
listed in the "Index to Financial Statements", at page 15.
(a)3 Exhibits (numbered in accordance with Item 601 of Regulation
S-K):
Exhibit # Description
3.1 Articles of Incorporation of the Company,
as amended through April 24, 1986: Incorporated by
reference to Exhibit 4(a) to the Registration
Statement of the Company filed with the SEC on Form S-
3 (Commission file no. 33-7245) (the "Form S-3").
3.1.1 Articles of Amendment to the Articles of
Incorporation, dated April 22, 1987: Incorporated by
reference to Exhibit 3.2 to the Annual Report on Form
10-K for the period ended January 1, 1992 (Commission
file no. 0-10943) (the "1991 10-K").
3.1.2 Articles of Amendment to the Articles of
Incorporation, dated May 25, 1989: Incorporated by
reference to Exhibit 4.3 to the Registration
Statement of the Company filed with the SEC on Form S-
8 (Commission file no. 33-53834).
3.2 Bylaws of the Company: Incorporated by
reference to Exhibit 4(b) to the Form S-3.
3.2.1 Amendment to By-Laws of the Company, dated
October 25, 1990: Incorporated by reference to
Exhibit 3.3 to the 1991 10-K.
3.2.2 Amendment to By-Laws of the Company, dated
January 28, 1999.
4.1 Specimen of Company common stock
certificate: Incorporated by reference to Exhibit
4.1 to the 1991 10-K.
4.2 See Exhibits 3.1, 3.1.1, 3.1.2, 3.2, 3.2.1
and 3.2.2.
4.3 See Exhibit 10.24.
*10.1 Ryan's Family Steak Houses, Inc. Incentive
Stock Option Plan: Incorporated by reference to the
Registration Statement of the Company filed with the
SEC on Form S-8 (Commission file no. 2-83987).
*10.2 Ryan's Family Steak Houses, Inc. 1987
Stock Option Plan: Incorporated by reference to
Exhibit 4 to the Registration Statement of the
Company filed with the SEC on Form S-8 (Commission
file no. 33-15924).
*10.3 Ryan's Family Steak Houses, Inc. 1991
Stock Option Plan: Incorporated by reference to
Exhibit 4.4 to the Registration Statement of the
Company filed with the SEC on Form S-8 (Commission
file no. 33-53834).
*10.4 Ryan's Family Steak Houses, Inc. 1998
Stock Option Plan: Incorporated by reference to
Exhibit 99.1 to the Registration Statement of the
Company filed with the SEC on Form S-8 (Commission
file no. 333-67165).
*10.5 Ryan's Employee Retirement Savings Plan,
dated March 1, 1992: Incorporated by reference to
Exhibit 10.4 to the 1991 10-K.
*10.6 Salary Continuation Agreement, dated April
22, 1987, between the Company and Alvin A. McCall,
Jr.; as amended on October 26, 1989: Incorporated by
reference to Exhibit 10.5 to the 1991 10-K.
*10.7 Deferred Compensation - Salary
Continuation Agreement, dated April 22, 1987, between
the Company and Charles D. Way: Incorporated by
reference to Exhibit 10.6 to the 1991 10-K.
*10.8 Agreement and Plan of Restructuring:
Incorporated by reference to Exhibit A to the Proxy
Statement of the Company, dated March 25, 1993, filed
with respect to the Annual Meeting of Shareholders to
be held on April 28, 1993 (Commission file no. 0-
10943).
*10.9 Split Dollar Agreement by and between the
Company and Charles D. Way dated September 1, 1993:
Incorporated by reference to Exhibit 10.8 to the
Annual Report on Form 10-K for the period ended
December 29, 1993 (Commission file no. 0-10943) (the
"1993 10-K").
*10.10 Split Dollar Agreement by and between the
Company and G. Edwin McCranie dated November 12,
1993: Incorporated by reference to Exhibit 10.9 to
the 1993 10-K.
*10.11 Split Dollar Agreement by and between the
Company and John C. Jamison dated November 12, 1993:
Incorporated by reference to Exhibit 10.10 to the
1993 10-K.
*10.12 Split Dollar Agreement by and between the
Company and James R. Hart dated August 8, 1993:
Incorporated by reference to Exhibit 10.11 to the
1993 10-K.
*10.13 Split Dollar Agreement by and between the
Company and Fred T. Grant, Jr. dated November 12,
1993: Incorporated by reference to Exhibit 10.12 to
the 1993 10-K.
*10.14 Split Dollar Agreement by and between the
Company and Alan E. Shaw dated November 12, 1993:
Incorporated by reference to Exhibit 10.13 to the
1993 10-K.
*10.15 Split Dollar Agreement by and between the
Company and Morgan A. Graham dated November 12, 1993:
Incorporated by reference to Exhibit 10.15 to the
Annual Report on Form 10-K for the period ended
December 31, 1997 (Commission file no. 0-10943) (the
"1997 10-K").
*10.16 Split Dollar Agreement by and between the
Company and Janet J. Gleitz dated November 12, 1993:
Incorporated by reference to Exhibit 10.16 to the
1997 10-K.
*10.17 Split Dollar Agreement by and between the
Company and Ilene T. Turbow dated November 12, 1995:
Incorporated by reference to Exhibit 10.17 to the
1997 10-K.
*10.18 Deferred Compensation Plan by and between
the Company and Morgan A. Graham dated November 1,
1997: Incorporated by reference to Exhibit 10.18 to
the 1997 10-K.
*10.19 Deferred Compensation Plan by and between
the Company and Janet J. Gleitz dated November 1,
1997: Incorporated by reference to Exhibit 10.19 to
the 1997 10-K.
*10.20 Deferred Compensation Plan by and between
the Company and Ilene T. Turbow dated November 1,
1997: Incorporated by reference to Exhibit 10.20 to
the 1997 10-K.
*10.21 Executive Bonus Plan, commencing in fiscal
year 1998: Incorporated by reference to Exhibit
10.23 to the 1997 10-K.
10.22 Agreement between Ryan's Properties, Inc.
and Family Steak Houses of Florida, Inc.:
Incorporated by reference to Exhibit 10.15 to the
Annual Report on Form 10-K for the period ended
December 28, 1994 (Commission file no. 0-10943).
10.22.1 Amendment dated October 3, 1996 to the Agreement between
Ryan's Properties, Inc. and Family Steak Houses of Florida,
Inc. dated July 11, 1994.
10.22.2 Amendment dated August 31, 1999 to the
Agreement between Ryan's Properties, Inc. and Family
Steak Houses of Florida, Inc. dated July 11, 1994 and
amended on October 17, 1994 and October 3, 1996.
10.23 Ryan's Family Steak Houses, Inc. and
Wachovia Bank of North Carolina, N.A., as Rights
Agent, Shareholder Rights Agreement dated as of
January 26, 1995: Incorporated by reference to
Exhibit 2 to the report on Form 8-K filed with the
Commission on February 9, 1995 (Commission file no. 0-
10943).
10.24 Credit Agreement dated as of January 28,
2000 among Ryan's Family Steak Houses, Inc. (the
"Borrower"), the domestic subsidiaries of the
Borrower, as Guarantors, Bank of America, N.A., as
Administrative Agent, First Union National Bank, as
Syndication Agent, Wachovia Bank, N.A., as
Documentation Agent, SunTrust Bank, Atlanta, as
Senior Managing Agent, and certain other banks
signatory thereto.
10.25 Note Purchase Agreement between Ryan's
Family Steak Houses, Inc. and various lenders for
$75,000,000 of 9.02% Senior Notes due January 28,
2008.
*10.26 Form of Split-Dollar Life Insurance
Agreement by and between the Company and each of
Messrs. Way, McCranie, Graham, Grant, Hart, Jamison
and Shaw and Ms. Gleitz and Ms. Turbow.
*10.27 Deferred Compensation Plan, effective as of
August 1, 1999.
13.1 Ryan's Family Steak Houses, Inc. 1999
Report to Shareholders (except for those portions
that are expressly incorporated by reference in this
Report on Form 10-K, this exhibit is furnished for
the information of the Commission and is not deemed
to be filed as a part hereof).
21.1 Subsidiaries of the Company.
23.1 Consent of Independent Auditors.
27 Financial Data Schedule (electronic filing
only).
99.1 Ryan's Family Steak Houses, Inc. Proxy
Statement for the Annual Meeting of Shareholders,
dated March 28, 2000.
* This is a management contract or
compensatory plan or arrangement.
(b) On October 4, 1999, November 8, 1999, December 6, 1999,
January 3, 2000, February 7, 2000 and March 6, 2000, the
Company filed reports on Form 8-K regarding sales information
for September 1999, October 1999, November 1999, December
1999, January 2000, and February 2000, respectively.
(c) The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) The response to this portion of Item 14 is submitted as a
separate section of this report.
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.
RYAN'S FAMILY STEAK HOUSES, INC.
March 28, 2000
By:/s/Fred T. Grant, Jr.
Fred T. Grant, Jr.
Vice President - Finance,
Treasurer and Assistant
Secretary (Principal
Financial and Accounting
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.
Signature Title Date
/s/Charles D. Way Chairman, President and March 28, 2000
Charles D. Way Chief Executive Officer
/s/G. Edwin McCranie Director and Executive March 28, 2000
G. Edwin McCranie Vice President
/s/James D. Cockman Director March 28, 2000
James D. Cockman
/s/Barry L. Edwards Director March 28, 2000
Barry L. Edwards
/s/Brian S. MacKenzie Director March 28, 2000
Brian S. MacKenzie
/s/Harold K. Roberts, Jr. Director March 28, 2000
Harold K. Roberts, Jr.
/s/James M. Shoemaker, Jr. Director March 28, 2000
James M. Shoemaker, Jr.
/s/Fred T. Grant, Jr. Vice President - Finance, March 28, 2000
Fred T. Grant, Jr. Treasurer and Assistant
Secretary (Principal Financial
and Accounting Officer)
RYAN'S FAMILY STEAK HOUSES, INC.
INDEX TO FINANCIAL STATEMENTS
The following financial statements of the Registrant included in
the Annual Report to Shareholders for the year ended December 29,
1999, are incorporated herein by reference. With the exception of the
pages listed below and other information incorporated in this report
on Form 10-K, the 1999 Annual Report to Shareholders is not deemed
"filed" as part of this report.
Page Reference
in Annual Report
Independent Auditors' Report 23
Consolidated Statements of Earnings 14
Consolidated Balance Sheets 15
Consolidated Statements of Cash Flows 16
Notes to Financial Statements 17-23
All financial statement schedules have been omitted since the
required information is not applicable or the information required is
included in the consolidated financial statements or the notes
thereto.