<PAGE>1
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 (No Fee Required)
For the fiscal year ended May 31, 2000
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 1-14194
MORRISON MANAGEMENT SPECIALISTS, INC.
(Exact name of Registrant as specified in charter)
GEORGIA 63-1155966
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)
1955 Lake Park Drive, Suite 400, Smyrna, GA 30080-8855
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 437-3300
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
Rights to Purchase Series A Participating New York Stock Exchange
Preferred Stock
Securities Registered Pursuant to Section 12(g) of The Act: None
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, 2000
as reported on the New York Stock Exchange, was approximately $338,699,620.
Shares of Common Stock held by each executive officer and director and by each
person who owns 5% or more of the outstanding Common Stock have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
The number of shares of the Registrant's common stock outstanding at August 11,
2000 was 12,834,806.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended May 31, 2000 are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive proxy statement dated August 22, 2000
are incorporated by reference into Part III.
<PAGE>2
INDEX
PART I
Page
Number
--------
Item 1. Business.............................................. 3-5
Item 2. Properties............................................ 5
Item 3. Legal Proceedings..................................... 6
Item 4. Submission of Matters to a Vote of Security Holders... 6
Executive Officers of the Company..................... 6-7
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters........................... 8
Item 6. Selected Financial Data............................... 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 8
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk........................................... 8
Item 8. Financial Statements and Supplementary Data........... 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................... 8
PART III
Item 10. Directors and Executive Officers of the Company....... 9
Item 11. Executive Compensation................................ 9
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................ 9
Item 13. Certain Relationships and Related Transactions........ 9
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K........................................... 10-13
<PAGE>3
PART I
ITEM 1. BUSINESS.
General
Morrison Management Specialists, Inc., (the "Company" or "MMS"), formerly
Morrison Health Care, Inc., became an independent, publicly owned company in
March 1996 as a result of the distribution (the "Distribution") by Morrison
Restaurants Inc., a Delaware corporation ("MRI"), to its shareholders of all the
issued and outstanding shares of common stock of the Company. As a result of the
Distribution, MRI's stockholders received one share of Company common stock for
every three shares of MRI stock held.
MMS is the nation's only company focused exclusively on providing food,
nutrition and dining services to the healthcare and senior living markets. It is
the nation's second largest outsourcing provider in the healthcare and senior
living industries. Its clients include acute care hospitals, health systems,
nursing homes and retirement facilities.
Morrison Healthcare Food Services
Morrison Healthcare Food Services manages on-site facilities and provides
comprehensive nutritional programs for patients and high-quality retail dining
options for staff and visitors of hospitals and integrated healthcare systems.
MMS offers its clients programs designed to reduce costs and increase customer
satisfaction. The Company's healthcare foodservice operations originated in the
early 1950s. The Company expanded through its own marketing and sales force and
by acquiring other foodservice businesses. MMS's healthcare accounts range in
size from 100 bed specialty hospitals to facilities with over 1,500 beds.
Through its Advanced Culinary System(TM) the Company continues to make
advances in cook-chill technology and centralized food production. These systems
are designed to increase productivity, enhance food quality and reduce food
waste, thereby making healthcare food production more economical for the client
and more appealing to the customer at healthcare facilities nationwide. MMS
currently has two Advanced Culinary Centers(TM) which utilize centralized food
production and cook-chill technology in operation and one under construction.
MMS operates "branded concept" restaurants, such as Subway(R),
Chick-Fil-A(R) and Healthy Choice(R), on client premises. These small versions
("kiosk" type) of the licensed restaurant concepts are operated pursuant to
license arrangements with the appropriate restaurant company. Currently, MMS has
17 license arrangements with nationally and regionally recognized restaurant
companies. In addition, MMS operates its own brand - Spice of Life(TM) - with
menus and recipes that can be customized to local tastes.
Morrison Senior Dining
Due to changing demographics and lifestyles and the increasing number of
retirement facilities being constructed, the Company believes the senior living
market is the fastest growing segment of the healthcare industry. The Company
has emphasized its commitment to provide food and nutrition services to the
senior living market by acquiring, over the past three fiscal years, three
companies in the field: Drake Management Services, Inc. in January 1998, Spectra
Services, Inc. in March 1998, and Culinary Service Network, Inc. in October
1998.
Dedicated to providing dining services to senior living communities,
Morrison Senior Dining helps clients control costs while making informed
decisions from kitchen and dining room design to menu selection. Morrison Senior
Dining accounts range in size from 100 residents to 600 residents. Believing
that this market is under-penetrated and rapidly expanding, the Company plans
for future growth in the senior living market to result from internal
development.
Operations
MMS offers its services pursuant to two general types of contracts: (i) profit
and loss (or guaranteed cost) contracts, where MMS assumes the risk of profit or
loss for the foodservice operation and (ii) management fee contracts, where the
client reimburses MMS for all or nearly all costs incurred in providing the
services contracted plus a negotiated management fee for supervising the
<PAGE>4
client's food and nutrition services. In addition, some management fee contracts
include incentives and penalties with the amount of the management fee
determined in whole or in part by the achievement of predetermined goals.
Approximately 60% of MMS's accounts are operated pursuant to management fee
contracts. The majority of MMS's contracts were awarded through bidding
processes.
In June 2000, MMS formed a strategic alliance with, and made a $3 million
investment in, foodbuy.com, a forerunner in developing the business model for
Internet food purchasing. Management believes the alliance will leverage the
combined purchasing and technology resources which will lower food costs
resulting in savings for MMS's clients.
Research and Development
The Company does not engage in any material research and development activities.
Numerous studies are made, however, on a continuing basis, to improve menus,
equipment and methods of operations.
Raw Materials
Raw materials essential to the operation of the Company's business are obtained
principally through national food distributors. The Company uses short-term
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 customer locations, MMS's
requirements for freshness and the numerous sources of goods, a minimum amount
of inventory is maintained at customer locations. If necessary, all essential
food, beverage and operational products are available and can be obtained from
alternative suppliers in all cities where the Company operates.
Trademarks of the Company
The Company has registered certain trademarks and service marks with the United
States Patent and Trademark Office including the Pro-Health Dining(R) trademark.
The Company believes that this and other related marks, such as its Advanced
Culinary System(TM) and Advanced Culinary Center(TM), are important to its
business. Registrations of the Company's trademarks expire from 2002 to 2009,
unless renewed.
Seasonality
The Company's revenues are not seasonal to any significant degree.
Working Capital Practices
Cash provided by operations, along with borrowings under the Company's revolving
lines of credit, are used to pay dividends, invest in new units and renovate
existing units.
Additional information concerning the working capital of the Company is
incorporated herein by reference to information presented within the "Liquidity
and Capital Resources" section of "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the Company's 2000 Annual
Report to Stockholders.
Customer Dependence
Concentration of business and credit risk is generally limited due to the large
number of customers that make up the Company's customer base, thus spreading
risk.
During fiscal year 2000, the Company was awarded a new five-year contract
to provide food and nutrition services to over 60 of Tenet HealthSystem Medical,
Inc.'s ("Tenet") hospitals. The revenue from the Tenet accounts for fiscal years
2000, 1999 and 1998 was $69.2 million, $23.2 million and $12.0 million,
respectively. These revenues accounted for 15.7%, 7.2% and 4.8% of total revenue
for fiscal years 2000, 1999 and 1998, respectively. Tenet accounts receivable
accounted for 12.9% and 6.8% of total accounts receivable at May 31, 2000 and
1999, respectively.
Government Contracts
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.
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Competition
The healthcare food and nutrition services business is highly competitive. The
Company competes with national and regional food contract companies that offer
the same type of services as the Company. Management believes that competition
in healthcare food and nutrition services and senior living markets is based on
pricing, quality of services and reputation. Management believes that it
compares favorably with its competition in these areas.
Government Compliance
The Company is subject to various regulations at both the state and local levels
for items such as sanitation, health and fire safety, all of which could affect
the operation of existing accounts. The Company's business is also subject to
various other regulations at the federal level such as fair labor standards and
occupational safety and health regulations. Compliance with these regulations
has not had, and is not expected to have, a material adverse effect on the
Company's operations.
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 10,000 full-time and part-time employees. The
Company believes that working conditions are favorable and employee compensation
is comparable with its competition.
ITEM 2. PROPERTIES.
MMS professionally manages foodservice departments on client-owned properties
and, therefore, does not own any significant amounts of property. Vending
services on client-owned facilities complement the foodservice program. Under
the terms of certain contracts, MMS is required to make rent payments to its
clients.
The corporate headquarters are located in approximately 20,000 square feet
of a leased building in a suburb of Atlanta, Georgia. The headquarters' lease
term ends in 2001. The Company also has administrative offices in a leased
building in Mobile, Alabama. This office has a lease term ending in 2001. In
addition, the Company has set up strategic regional offices across the United
States to service the needs of Company team members and clients located within
that region.
During fiscal year 1998, MMS constructed two advanced food preparation
facilities or "Advanced Culinary Centers" (ACC) to utilize its expertise in the
cook-chill food processing. The first facility, located in Tampa, Florida,
includes about 5,000 square feet of light industrial space with a lease term
ending in 2002. The second facility, located in Baltimore, Maryland, includes
approximately 15,000 square feet of light industrial and regional office space.
A new ACC in Charlotte, North Carolina is currently under construction.
Facilities and equipment are repaired and maintained to assure their adequacy,
productive capacity and utilization.
<PAGE>6
ITEM 3. LEGAL PROCEEDINGS.
The Company is presently, and from time to time, subject to pending claims and
suits arising in the ordinary course of its business. In the opinion of
Management, the ultimate resolution of these pending legal proceedings will not
have a material adverse effect on the Company's operations or consolidated
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, 2000 is provided below.
Name Age Position with the Company
---- --- --------------------------------------------------
G. A. Davenport 46 President, Chief Executive Officer and Chairman of
the Board of Directors
K. W. Engwall 52 Chief Financial Officer and Assistant Secretary
J. E. Fountain 49 Vice President, General Counsel and Secretary
J. D. Underhill 55 President, Morrison Healthcare Food Services
E. D. Dolloff 54 President, Morrison Senior Dining
G. L. Gaddy 47 Executive Vice President, Sales and Marketing
R. C. Roberson 56 Division Vice President, Morrison Healthcare Food
Services
G. T. Levins 37 Division Vice President, Morrison Healthcare Food
Services
Glenn A. Davenport has been President and Chief Executive Officer of the Company
since the Distribution in March 1996. He was President of the Health Care
Division of MRI's Morrison Group from November 1993 until the Distribution in
March 1996. Prior thereto, he served as Senior Vice President, Hospitality Group
of MRI from February 1990 through November 1993 and in various other capacities
since joining MRI in November 1973.
K. Wyatt Engwall has been Chief Financial Officer and Assistant Secretary of the
Company since the Distribution in March 1996. Prior thereto, he was Vice
President, Controller of MRI's Ruby Tuesday Group from January 1994 until March
1996. He served as Vice President of Financial Planning of MRI from January 1993
through January 1994, Vice President and Controller of MRI's Contract Dining
Division from October 1991 through January 1993 and as Controller of MRI's
former Morrison's Management Services (Contract Dining) Division from October
1986 through October 1991. Mr. Engwall joined MRI in 1983 as a Financial Systems
Analyst.
John E. Fountain has been Vice President, General Counsel and Secretary of the
Company since the Distribution in March 1996. He was Vice President, Legal of
MRI's Morrison Group from August 1994 until March 1996. He served as Senior
Attorney of MRI from December 1991 through August 1994. Prior thereto, he served
as Staff Attorney of MRI from October 1978 through December 1991.
Jerry D. Underhill has been President of the Morrison Healthcare Food Service
Division since its inception in June 1999. He was Senior Vice President,
Operations of the Company from the Distribution in March 1996 to June 1999. From
September 1995 until March 1996 he was Senior Vice President, Retail Development
of the Health Care Division of MRI's Morrison Group. Prior thereto, he was
Senior Vice President, Development of the Family Dining Division of MRI's
Morrison Group from March 1993 to September 1995. Mr. Underhill was President of
Mid-Continent Restaurants (currently known as Bravo Restaurants) from July 1988
to March 1993.
<PAGE>7
Eugene D. Dolloff has been President of the Morrison Senior Dining Division
since is its inception in March 1999. He was co-founder and President of
Culinary Service Network, Inc., a senior dining contract management company,
from April 1982 to September 1998. Prior thereto he served in various
operational capacities with Stouffer's Management Food Service from January 1976
to February 1982.
Gary L. Gaddy has been Executive Vice President, Sales and Marketing of the
Company since June 2000. He was Senior Vice President, Sales and Marketing of
the Company from March 1998 to June 2000. Prior thereto, he was Vice President,
Health Systems for the Company from July 1997 to March 1998. Mr. Gaddy was Vice
President of Sales and Marketing for EmCare, Inc., an emergency medicine
contract management company from January 1995 to July 1997. He was Vice
President/General Manager of Business Development for HMSS Management, Inc., a
home infusion company, from August 1990 to December 1994. Mr. Gaddy has over 20
years of sales and marketing experience in the healthcare industry.
Richard C. Roberson has been a Division Vice President of the Company since
October 1997. He was a Regional Vice President of the Company since the
Distribution in March 1996. Prior thereto, he served MRI's Health Care Division
in various capacities, including as a Regional Vice President, District Manager
and Food Service Director.
George T. Levins has been a Division Vice President of the Company since June
1999. He was a Regional Vice President of the Company from January 1998 to June
1999. Prior thereto, he was a Regional Director of Operations from January 1997
to June 1999 and a director of Food and Nutrition Services from June 1996 to
January 1997. He served in various operational capacities with Baxter Healthcare
from June 1989 to June 1996, including Account Manager, Region Manager and Sales
Manager. Mr Levins served in the Marine Corps from June 1985 to May 1989.
<PAGE>8
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
information contained under the caption "Common Stock Market Prices and
Dividends" of the Registrant's Annual Report to Shareholders for the fiscal year
ended May 31, 2000. The Company intends to continue to pay dividends in the
future.
ITEM 6. SELECTED FINANCIAL DATA.
The information contained under the caption "Selected Financial Data" of the
Registrant's Annual Report to Shareholders for the fiscal year ended May 31,
2000 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 May 31, 2000 is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 May 31, 2000 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 May 31, 2000, are incorporated herein by
reference:
Consolidated Statements of Income - Fiscal years ended May 31, 2000, May
31, 1999 and May 31, 1998.
Consolidated Balance Sheets - As of May 31, 2000 and May 31, 1999.
Consolidated Statements of Cash Flows - Fiscal years ended May 31, 2000,
May 31, 1999 and May 31, 1998.
Consolidated Statements of Stockholders' Equity - Fiscal years ended May
31, 2000, May 31, 1999 and May 31, 1998.
Notes to Consolidated Financial Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
<PAGE>9
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 sections captioned "Election of
Directors" and "Nominee Biographies" and "Standing Director Biographies" in the
definitive proxy statement of the Registrant dated August 22, 2000, relating to
the Registrant's annual meeting of shareholders to be held on September 27,
2000.
(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 "Board
of Directors Information" in the definitive proxy statement of the Registrant
dated August 22, 2000 relating to the Registrant's annual meeting of
shareholders to be held on September 27, 2000.
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 22, 2000, relating to the Registrant's annual meeting of
shareholders to be held on September 27, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
<PAGE>10
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
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 May 31, 2000, 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 May 31, 2000,
May 31, 1999 and May 31, 1998...................... 22
Consolidated Balance Sheets as of
May 31, 2000 and May 31, 1999...................... 23
Consolidated Statements of Cash Flows
for the fiscal years ended May 31, 2000,
May 31, 1999 and May 31, 1998...................... 24
Consolidated Statements of Stockholders' Equity
for the fiscal years ended May 31, 2000,
May 31, 1999 and May 31, 1998...................... 25
Notes to Consolidated Financial Statements......... 26 - 34
Report of Independent Auditors..................... 35
Page Reference
in Form 10-K
--------------
2. Financial statement schedule:
Schedule II - Valuation and Qualifying Accounts
for the fiscal years ended May 31, 2000, 1999 and
1998............................................... 16
Financial statement schedules other than those shown above 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:
<PAGE>11
MORRISON MANAGEMENT SPECIALISTS, INC.
LIST OF EXHIBITS
Exhibit
Number Description
--------------------------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of Morrison Management
Specialists, Inc.*
3.2 Bylaws, as amended, of Morrison Management Specialists, Inc.**
4.1 Specimen Common Stock Certificate.+
4.2 Amended and Restated Articles of Incorporation of Morrison Management
Specialists, Inc. (see Exhibit 3.1 hereto).
4.3 Bylaws, as amended, of Morrison Management Specialists, Inc. (see
Exhibit 3.2 hereto).
4.4 Form of Rights Agreement between Morrison Management Specialists, Inc.
and AmSouth Bank of Alabama, as Rights Agent.+
4.5 Form of Rights Certificate (attached as Exhibit B to the Rights
Agreement filed as Exhibit 4.4 hereto).
4.6 First Amendment to Rights Agreement.
10.1 Form of Distribution Agreement among Morrison Restaurants Inc.,
Morrison Fresh Cooking, Inc. and Morrison Management Specialists,
Inc.*
10.2 Form of Amended and Restated Tax Allocation and Indemnification
Agreement 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, Galaxy Management, Inc., Manask Food
Service, Inc., Morrison of New Jersey, Inc., Tias, Inc. and Morrison
Management Specialists, Inc.*
10.3 Form of Agreement Respecting Employee Benefit Matters among
Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and
Morrison Management Specialists, Inc.+
10.4 Form of License Agreement between Morrison Fresh Cooking, Inc.
and Morrison Management Specialists, Inc.*
10.5 Form of License Agreement between Ruby Tuesday, Inc. and Morrison
Management Specialists, Inc.*
10.6 Form of Amended and Restated Operating Agreement of MRT
Purchasing, LLC among Morrison Restaurants Inc., Ruby Tuesday,
Inc., Morrison Fresh Cooking, Inc. and Morrison Management
Specialists, Inc.*
<PAGE>12
10.7*** Form of Morrison Management Specialists, Inc. 1996 Stock Incentive
Plan.+
10.8*** Form of Morrison Management Specialists, Inc. Stock Incentive and
Deferred Compensation Plan for Directors.+
10.9*** Form of 1996 Non-Executive Stock Incentive Plan.+
10.10*** Form of Morrison Management Specialists, Inc. Executive Supplemental
Pension Plan.+
10.11*** Form of Morrison Management Specialists, Inc. Management Retirement
Plan.+
10.12*** Form of Morrison Management Specialists, Inc. Salary Deferral Plan
together with related form of Trust Agreement.+
10.13*** Form of Morrison Management Specialists, Inc. Deferred Compensation
Plan and related form of Trust Agreement.+
10.14*** Form of Morrison Management Specialists, Inc. Executive Group Life and
Executive Accidental Death and Dismemberment Plan.+
10.15*** Form of Morrison Management Specialists, Inc. Executive Life Insurance
Plan.+
10.16 Form of Indemnification Agreement to be entered into with executive
officers and directors.*
10.17*** Form of Change of Control Agreement to be entered into with executive
officers.+
10.18 Non-Qualified Stock Option Agreement between Morrison Restaurants
Inc. and Eugene E. Bishop.+
10.19 Non-Qualified Stock Option Agreement between Morrison Restaurants
Inc. and Samuel E. Beall, III.+
10.20 Amended and Restated Credit Agreement dated July 2, 1998, together
with related Amended and Restated Revolving Credit Notes, Amended and
Restated Swing Line Note and Subsidiary Guaranty.+++
10.21*** First Amendment to the Morrison Management Specialists, Inc.
Executive Supplemental Pension Plan.++
10.22*** First Amendment to the Morrison Management Specialists, Inc.
Management Retirement Plan.++
10.23*** First Amendment to the Morrison Management Specialists, Inc.
Salary Deferral Plan.++
10.24*** Second Amendment to the Morrison Management Specialists, Inc.
Salary Deferral Plan.++
<PAGE>13
10.25*** First Amendment to the Morrison Management Specialists, Inc.
Deferred Compensation Plan.++
10.26*** Second Amendment to the Morrison Management Specialists, Inc.
Deferred Compensation Plan.++
10.27*** Morrison Management Specialists, Inc. Salary Deferral Plan
together with related form of Amended Trust Agreement.+++
10.28*** Morrison Management Specialists, Inc. Deferred Compensation
Plan and related form of Amended Trust Agreement.+++
10.29*** First Amendment to the 1996 Executive Stock Incentive Plan.+++
10.30*** First Amendment to the 1996 Non-Executive Stock Incentive
Plan.+++
10.31*** Second Amendment to the 1996 Executive Stock Incentive Plan.+++
10.32*** Second Amendment to the 1996 Non-Executive Stock Incentive
Plan.+++
10.33*** Third Amendment to the Morrison Management Specialists, Inc.
Salary Deferral Plan.+++
10.34 Stock Purchase Agreement of Drake Management Services, Inc.+++
10.35 Asset Purchase Agreement of Spectra Services, Inc.+++
10.36*** Fourth Amendment to the Morrison Management Specialists, Inc.
Salary Deferral Plan.
11 Statement regarding computation of per share earnings.
13 Annual Report to Stockholders for the fiscal year ended May 31, 2000
(Only portions specifically incorporated by reference in the Form 10-K
are incorporated herewith.)
21.1 List of subsidiaries of Morrison Management Specialists, Inc.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
* Incorporated by reference to Exhibit of the same number in the Registrant's
Registration Statement on Form 10 filed with the Commission on February 8,
1996.
** Incorporated by reference to Exhibit of the same number in the Registrant's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.
*** Denotes a management contract or compensatory plan or arrangement.
+ Incorporated by reference to Exhibit of the same number in the Registrant's
amendment to Registration Statement on Form 10/A filed with the Commission
on February 29, 1996.
++ Incorporated by reference to Exhibit of the same number in the Registrant's
Annual report on Form 10-K for the fiscal year ended May 31, 1997.
+++ Incorporated by reference to Exhibit of the same number in the Registrant's
Annual report on Form 10-K for the fiscal year ended May 31, 1998.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the most recent fiscal
quarter.
<PAGE>14
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.
MORRISON MANAGEMENT SPECIALISTS, INC.
Date 08/22/00 By:/s/ Glenn A. Davenport
Glenn A. Davenport
President, Chief Executive Officer
and Chairman of the Board
Date 08/22/00 By:/s/ K. Wyatt Engwall
K. Wyatt Engwall
Chief Financial Officer and
Assistant Secretary
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 08/22/00 By:/s/Glenn A. Davenport
Glenn A. Davenport
President, Chief Executive Officer and
Chairman of the Board
Date 08/22/00 By:/s/K. Wyatt Engwall
K. Wyatt Engwall
Chief Financial Officer and
Assistant Secretary
Date 08/22/00 By:/s/Claire L. Arnold
Claire L. Arnold
Director
Date 08/22/00 By:/s/ E. Eugene Bishop
E. Eugene Bishop
Director
Date 08/22/00 By:/s/Fred L. Brown
Fred L. Brown
Director
<PAGE>15
Date 08/22/00 By:/s/Michael F. Corbett
Michael F. Corbett
Director
Date 08/22/00 By:/s/John B. McKinnon
John B. McKinnon
Director
Date 08/22/00 By:/s/A. Robert Outlaw, Jr.
A. Robert Outlaw, Jr.
Director
Date 08/22/00 By:/s/Dr. Benjamin F. Payton
Dr. Benjamin F. Payton
Director
<PAGE>16
<TABLE>
Morrison Management Specialists, Inc.
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
For the Periods Ended May 31, 2000, 1999 and 1998
(Dollars in Thousands)
Column A Column B Column C Column D (A) Column E
-----------------------------------------------------------------------------------------------
Additions
-----------------------
Balance Charged Charged Balance
at to to at
Beginning Costs and Other End
Description of Period Expenses Accounts Deductions of Period
--------------------------- -----------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C>
Year ended May 31, 2000:
Trade receivables:
Allowance for doubtful accounts $ 712 $ 61 $ 0 $ 96 $ 677
===========================================================
Year ended May 31, 1999:
Trade receivables:
Allowance for doubtful accounts $ 887 $ 0 $ 36 $ 211 $ 712
===========================================================
Year ended May 31, 1998:
Trade receivables:
Allowance for doubtful accounts $ 744 $ 0 $ 196 $ 53 $ 887
===========================================================
</TABLE>
Notes: (A) Write-off of trade receivables determined to be uncollectible against
the allowance for doubtful accounts.
