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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 31, 1997
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 5% 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 4, 1998,
was $375,007,000.
The number of shares outstanding of the registrant's Common Stock,
$1.00 Par Value, was 45,113,580 at March 4, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Document Location in Form 10-K
Portions of 1997 Annual Report of Shareholders Parts I and II
Portions of Proxy Statement dated March 27, 1998 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 March 4,
1998, 272 Company-owned and 25 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. System-wide sales, which include sales by franchised
restaurants, were approximately $636 million and $598 million in 1997
and 1996, respectively. Sales by Company-owned restaurants amounted
to approximately $599 million in 1997 and $565 million in 1996. The
Company, headquartered in Greer, South Carolina, was organized in 1977
and completed its initial public offering in 1982.
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 1997:
All Concepts
Restaurant Total Open
Year Openings, Net at Year-End
1993 29 194
1994 18 212
1995 19 231
1996 30 261
1997 9 270
Restaurant Operations
General. A Ryan's restaurant is a family-oriented restaurant
serving a wide variety of foods from its Mega Bar* as well as
traditional grilled entrees, such as charbroiled USDA Choice steaks,
hamburgers, chicken and seafood. The Mega Bar* 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 Bars* in a scatter bar format. This
format breaks the Mega Bar* into five island bars for easier customer
access and more food variety.
Most Ryan's are open seven days a week. Some new restaurants are
closed on Mondays during 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 1997 was approximately
7,000 per week, and the average meal price (per person) was $6.22
(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 brick
building that may range 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 centrally located
scatter bars (referred to in the restaurants as the Mega Bar*) and
bakery bar. An average Ryan's has parking for approximately 180 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, a manager and two assistant managers.
Management personnel begin employment at the manager trainee level and
complete a formal five-week training program at the Company's
management training center in Greer, South Carolina, prior to being
placed in assistant manager positions.
Each restaurant management team reports to an area supervisor.
Area supervisors 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 the area
supervisors and regional directors to respond promptly to local
concerns.
All regional directors, area supervisors, general managers and
managers participate in incentive bonus programs. Bonuses paid to
restaurant management are generally 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, an Operating Partner Program was initiated in order to
provide general managers with (a) an additional career path and (b) an
opportunity to share in the profitability of their stores. After
being selected and upon a $10,000 investment in Ryan's common stock,
an Operating Partner shares in both the profit improvement and overall
profitability of their restaurant. At December 31, 1997, Operating
Partners were managing 15 restaurants. The Company's goal is to have
100 Operating Partners in place by December 1998.
Advertising. The Company has not relied extensively on
advertising, expending less than one percent of restaurant sales
during each of the years 1997, 1996, and 1995. In 1997, the Company
ran advertising campaigns, consisting of both television and radio, in
18 markets covering 87 Ryan's. Newspaper ads and billboards were used
in certain other markets. Management believes that the restaurant
industry has become increasingly competitive over the past several
years and that advertising will become an important factor in the
development and retention of market share. Based on current budgets,
media campaigns are planned in 1998 for markets covering approximately
35% of all Company-owned Ryan's. Local store marketing will be used
in certain smaller markets
Expansion of Company-Owned Restaurants
General. At March 4, 1998, the Company owned and operated 272
Ryan's restaurants. During the remainder of 1998, 9 additional Ryan's
are scheduled to open, resulting in 11 new Company-owned Ryan's in
1998. Target sites for these new restaurants are spread throughout
the Company's current 21-state operating area with the exception of
one unit to be opened in Pennsylvania. The addition of this first
Pennsylvania unit will expand the Company's coverage to 22 states.
The Company also plans to relocate 4 restaurants during 1998.
Management defines a relocation as a restaurant opened within 18
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 1997, 1996 and 1995.
1997 1996 1995
Beginning of year 261 231 212
New restaurants 15 30 24
Relocations - opened 1 - -
Closings (6) - (5)
Relocations - closed (1) - -
End of year 270 261 231
Test Concepts. At the beginning of 1997, the Company operated 261
restaurants, consisting of 256 Ryan's and 5 casual-dining restaurants,
representing three different concepts. All five of the casual-dining
restaurants were closed in early-1997 due to unsatisfactory financial
performance. In 1996, a $13.3 million asset valuation charge was
recorded in accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of" in order to recognize the
estimated losses resulting from the planned disposal of these 5 units.
Four of these units were sold in 1997 with the proceeds from their
sale approximating their aggregate net book value after application of
the $13.3 million asset valuation charge. Management plans to
continue to actively market the remaining closed unit, but currently
cannot estimate its expected disposal date.
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. In
addition, site selection for a Ryan's restaurant is also influenced by
the general proximity to other Ryan's in order to improve the
efficiency of the Company's area supervisors, advertising programs and
distribution network.
Construction. The Company presently acts as the general contractor
in the construction of most of its restaurants. Occasionally when
determined cost beneficial, the Company engages non-affiliated general
contractors to construct restaurants on a lump-sum contract basis.
The Company requires performance and payment bonds on certain building
and site work contracts, depending on the size and reputation of, as
well as Company history with, the contractor. The Company closely
supervises and monitors the progress of all construction projects. New
restaurants are generally completed approximately three to four months
from the commencement of construction. The average cost of a new
Ryan's (land, building and equipment) constructed in 1997 was
approximately $2.3 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 31, 1997:
Net
Restaurants Total Open
Year Opened (Closed) at Year-End
1993 (1) 34
1994 (4) 30
1995 (4) 26
1996 (1) 25
1997 - 25
At December 31, 1997, the Company's sole franchisee was
Family Steak Houses of Florida, Inc. ("Family") which operated 25
Ryan's in central and northern Florida. The present franchise
agreement with Family expires in 2010 with a 10-year renewal
option. The agreement provides that the Company will furnish
Family all the necessary information to construct, equip, manage
and operate a restaurant under the Ryan's Family Steakhouse name
or derivative thereof. The agreement generally provides for the
construction and operation of one restaurant with exclusive
territorial protection within a one to five mile radius.
The franchise agreement with Family provides for exclusive
territorial protection in certain Florida counties as long as Family
opens a specified number of new Ryan's. During the fourth quarter of
1993, Family informed the Company that it would be unable to pay its
royalty fees from August through December 1993, and this nonpayment
condition subsequently continued through the second quarter of 1994.
In July 1994, an agreement was reached with Family regarding both past-
due and future royalty fees. This agreement provided for a $236,000
cash payment by Family, the relinquishment of Family's exclusive
development rights in certain counties in South Florida and the
Florida panhandle (subject to first refusal and buy-back rights of
Family), an $800,000 long-term note payable to the Company and a
reduction in the royalty fee rate from 4.25% to 3% until December 31,
2001, at which time the rate will increase to 4%. The relinquishment
of development rights was valued at $500,000 and treated as a partial
write-off of Family's past-due royalty fees. In addition, the
agreement with Family decreased the required number of Ryan's
restaurants in operation to 24 through the end of 1996 and to 25 at
the end of 1997. Pursuant to the agreement, the required number of
restaurants in operation will then increase by 1 for each year after
1997. All required payments from Family to the Company subsequent to
the agreement have been received in a timely manner. However, due to
Family's payment history, the Company's accounting policy regarding
Family's royalty fees was changed during 1994 to a cash basis.
Accordingly, all royalty fees received thereafter, including payments
required under the long-term note payable, have been recognized as
revenue when received.
Sources and Availability of Raw Materials
The Company has a centralized purchasing program which is designed
to ensure uniform product quality in all restaurants as well as
reduced food, beverage and supply costs. The Company's management
establishes contracts for approximately 92% 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 8% 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 and to take
advantage of favorable purchasing opportunities, the Company
stockpiles four to eight weeks supply of sirloin at the distributor.
The Company believes that satisfactory sources of supply are generally
available for all the items regularly used.
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 House" and "Mega Bar," 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 are in competition 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, it should be noted that 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 is also in
competition with many specialty food outlets and other food vendors.
Seasonality
The Company's operations are subject to some seasonal fluctuations.
When compared to average annual sales levels, sales per restaurant
generally increase by approximately 5% during the second and third
quarters and decrease by approximately 5% during the first and fourth
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 Bar* 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 the Fair Labor Standards Act which
regulates matters such as minimum wage requirements, overtime and
other working conditions. A significant number of the Company's
restaurant team members are paid at the minimum wage, and,
accordingly, legislated changes to the minimum wage affect the
Company's payroll costs. In July 1996, the U.S. Congress legislated
an increase in the Federal minimum wage from $4.25 per hour to $4.75
on October 1, 1996 and then to $5.15 on September 1, 1997. The
legislation did not increase the $2.13 rate for servers. Management
estimates that the increase to $5.15 per hour required rate changes
for approximately 20% of the Company's team members. Menu prices were
increased to cover the higher payroll costs.
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.
The Company's franchise operations are subject to a variety of laws
regulating franchising. The Federal Trade Commission has adopted a
rule that imposes certain disclosure requirements on persons engaged
in the business of offering franchises. Various states in which the
Company has offered franchises have franchising laws that require
registration prior to offering franchises for sale and/or that
regulate the rights of franchisees, including the circumstances under
which franchises may be terminated. Management believes its
operations are in material compliance with all applicable franchising
laws and regulations.
Environmental Matters
While the Company is not aware of any federal, state or local
environmental regulations which 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 4, 1998, the Company employed approximately 18,000
persons, of whom approximately 17,700 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 15 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 March 4, 1998, 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 brick building that covers
approximately 10,000 to 11,500 square feet, with seating for
approximately 300 to 500 persons and parking for approximately 150 to
250 cars on sites of approximately 75,000 to 130,000 square feet. At
March 4, 1998, all restaurant sites, except 12 properties under land
leases, were owned by the Company.
A listing of the number of Ryan's restaurant locations by state as
of March 4, 1998 appears on page 2 of the Company's 1997 Annual Report
to Shareholders and is incorporated herein 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 20,000 square foot
warehouse facility. These properties (land and building) are owned by
the Company and located in Greer, SC.
From time to time, the Company offers for sale excess land that was
acquired in connection with its restaurant properties. Also, at March
4, 1998, two 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. 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 23 of the Company's
1997 Annual Report to Shareholders and is incorporated herein by
reference.
At March 4, 1998, the Company's common stock was held by
approximately 20,000 stockholders of record through nominee or street
name accounts with brokers.
The Company is party to a long-term credit agreement, expiring in
June 2003, with a group of banks that contains, among other
provisions, requirements for the Company to maintain a minimum net
worth level and certain financial ratios. While not specifically
prohibiting the payment of dividends, the aforementioned provisions
represent a limitation on the Company's ability to do so. At December
31, 1997, the Company exceeded the most restrictive minimum net worth
covenant by approximately $59.5 million.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data for the last five years is included in the
"Five Year Financial Summary" on page 10 of the Company's 1997 Annual
Report to Shareholders and is incorporated herein 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 9 of the
Company's 1997 Annual Report to Shareholders and is incorporated
herein by reference.
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
11 through 21 of the Company's 1997 Annual Report to Shareholders and
are incorporated herein 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 herein by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 30, 1998 under the
headings "Election of Directors" and "Executive Officers."
ITEM 11.EXECUTIVE COMPENSATION.
The information required under this item is incorporated herein by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 30, 1998 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 Stock Option Committee" and
"Performance Graph."
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information required under this item is incorporated herein by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 30, 1998 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 herein by
reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for
the Annual Meeting of Shareholders to be held April 30, 1998 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 16.
(a)3 Exhibits (numbered in accordance with Item 601 of Regulation
S-K):
Exhibit # Description
3.1 Articles of Incorporation, as amended
through April 24, 1986, and Bylaws of the Company:
Incorporated by reference to Exhibits 4(a) and 4(b)
from the Registration Statement of the Company filed
with the SEC on Form S-3 (Commission file no. 33-
7245).
3.2 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").
3.3 Amendment to By-Laws of the Company, dated
October 25, 1990: Incorporated by reference to
Exhibit 3.3 to the 1991 10-K.
3.4 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).
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, 3.2, 3.3, 3.4 and 4.1.
4.3 See Exhibit 10.18.
*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 A to the Proxy Statement of the Company,
dated March 27, 1998, filed with respect to the
Annual Meeting of Shareholders to be held on April
30, 1998 (Commission file no. 0-10943).
*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.
*10.16 Split Dollar Agreement by and between the
Company and Janet J. Gleitz dated November 12, 1993.
*10.17 Split Dollar Agreement by and between the
Company and Ilene T. Turbow dated November 12, 1995.
*10.18 Deferred Compensation Plan by and between
the Company and Morgan A. Graham dated November 1,
1997.
*10.19 Deferred Compensation Plan by and between
the Company and Janet J. Gleitz dated November 1,
1997.
*10.20 Deferred Compensation Plan by and between
the Company and Ilene T. Turbow dated November 1,
1997.
*10.21 Executive Bonus Plan, commencing in 1994:
Incorporated by reference to Exhibit 10.14 to the
1993 10-K.
*10.22 Executive Bonus Plan, commencing in fiscal
year 1997: Incorporated by reference to Exhibit
10.15 to the Annual Report on Form 10-K for the
period ended January 1, 1997 (Commission file no. 0-
10943) (the "1996 10-K").
*10.23 Executive Bonus Plan, commencing in fiscal
year 1998.
10.24 Agreement between Ryan's Properties, Inc.
and Family Steak Houses of Florida, Inc. dated July
11, 1994 and as amended on October 17, 1994:
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).
10.25 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).
10.26 Credit Agreement dated as of June 5, 1996
among Ryan's Family Steak Houses, Inc., Wachovia Bank
of Georgia, N.A., as Agent, and certain other banks:
Incorporated by reference to Exhibit 10.18 to the
1996 10-K.
13.1 Ryan's Family Steak Houses, Inc. 1997
Report to Shareholders.
21.1 Subsidiaries of the Company.
23.1 Consent of Independent Auditors' with
respect to Form S-8.
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 27, 1998.
* This is a management contract or
compensatory plan or arrangement.
(b) On October 6, 1997, November 10, 1997 and December 8, 1997,
the Company filed reports on Form 8-K regarding sales
information for September 1997, October 1997 and November
1997, 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 27, 1998
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 27, 1998
Charles D. Way Chief Executive Officer
/s/G. Edwin McCranie Director and Executive March 27, 1998
G. Edwin McCranie Vice President
/s/James D. Cockman Director March 27, 1998
James D. Cockman
/s/Barry L. Edwards Director March 27, 1998
Barry L. Edwards
/s/Brian S. MacKenzie Director March 27, 1998
Brian S. MacKenzie
/s/Harold K. Roberts, Jr. Director March 27, 1998
Harold K. Roberts, Jr.
/s/James M. Shoemaker, Jr. Director March 27, 1998
James M. Shoemaker, Jr.
/s/Fred T. Grant, Jr. Vice President - Finance, March 27, 1998
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 31,
1997, 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 1997 Annual Report to Shareholders is not deemed
"filed" as part of this report.
Page Reference
in Annual Report
Independent Auditors' Report 21
Consolidated Statements of Earnings 11
Consolidated Balance Sheets 12
Consolidated Statements of Cash Flows 13
Notes to Financial Statements 14-21
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.