UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [Fee Required]*
For the fiscal year ended June 30, 1994
[ ] 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 _____________
* Fee previously filed.
Commission file Number 0-9037
Piccadilly Cafeterias, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 72-0604977
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3232 Sherwood Forest Blvd., Baton Rouge, Louisiana 70816
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (504) 293-9440
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this
chapter) 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.
[ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant based on the closing price of such
stock on September 20, 1994 was $68,175,259.
The number of shares outstanding of Common Stock, without par
value, as of September 20, 1994 was 10,141,399.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Shareholders Report for the year ended
June 30, 1994 are incorporated by reference into Part II.
Portions of the proxy statement for the year ended June 30, 1994
are incorporated by reference into Part III. Exhibit Index is on
Page 5.
(Page 1 of 8)
<PAGE>2
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) (1) Financial Statements--The following are incorporated
herein by reference in this Annual Report on Form 10-K from
the indicated pages of the Registrant's Annual Shareholders
Report for the year ended June 30, 1994:
Annual
Shareholders
Description Report Page
Consolidated balance sheets--June 30, 1994 and 1993 12
Consolidated statements of income--years ended June 30,
1994, 1993 and 1992 13
Consolidated statements of changes in shareholders' equity-
- - - -years ended June 30, 1994, 1993 and 1992 13
Consolidated statements of cash flows--years ended June
30, 1994, 1993 and 1992 14
Notes to consolidated financial statements--June 30,
1994, 1993 and 1992 15 - 19
Report of independent auditors 20
(2) Schedules--The following consolidated schedules and
information are included in this annual report on Form
10-K on the pages indicated. All other schedules for
which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore have been omitted.
Annual Report
on Form 10-K
Description Page
Schedule V--Property, plant and equipment 9
Schedule VI--Accumulated depreciation, depletion and
amortization of property, plant and equipment 11
Schedule VIII--Valuation and qualifying accounts 12
Schedule IX--Short-term borrowings 13
Schedule X--Supplementary income statement information 14
(3) Listing of Exhibits -- See sub-section
(c) below.
(b) No reports on Form 8-K were filed during the last quarter of
the year covered by this report.
(c) Exhibits:
(3) (a) Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to Registrant's Form S-1,
Registration No. 2-63249 filed December 19, 1978 (the
"Form S-1"); amendment to Articles of Incorporation,
incorporated by reference to Exhibit 3 to Registrant's
Form 10-K, File No. 0-9037, filed September 14, 1987;
amendment to Articles of Incorporation, incorporated by
reference to Exhibit 3 to Registrant's Form 10-K, File
No. 0-9037, filed September 27, 1988; and amendment to
Articles of Incorporation incorporated by reference to
Exhibit 3(a) to Registrant's Form 10-K, as amended,
File No. 0-9037, filed September 28, 1989.
(b) Bylaws of the Company incorporated by
reference to Exhibit 3(a) to Registrant's Form 10-K, as
amended, File No. 0-9037, filed September 14, 1993.
(4) (a) Piccadilly Cafeterias, Inc. Stockholders
Rights Agreement, incorporated by reference to Exhibit
4 to the Form 8-K, File No. 0-9037, filed August 22,
1988.
(b) Note Agreement dated as of January 31, 1989,
relating to $30,000,000 principal amount of 10.15%
Senior Notes due January 31, 1999, incorporated by
reference to Exhibit 4 of the Form 10-Q, File No. 0-
9037, filed February 11, 1989.
<PAGE>3
(10) (a) Piccadilly Cafeterias, Inc., Pension Plan, as
amended, dated May 3, 1993 incorporated by reference to
Exhibit 10(a) to Registrant's Form 10-K, as amended,
File No. 0-9037, filed September 14, 1993.
(b) Piccadilly Cafeteria, Inc. Employee Stock
Purchase Plan, incorporated by reference to Exhibit A
to Registrant's Form S-8, Registration No. 33-17737,
filed October 7, 1989 and amendment to Employee Stock
Purchase Plan, incorporated by reference to Exhibit
10(b) to Registrant's Form 10-K, as amended, File No. 0-
9037, filed September 27, 1991.
(c) Piccadilly Cafeterias, Inc. 1988 Stock Option
Plan, incorporated by reference to Exhibit 4.1 to
Registrant's Form S-8, Registration No. 33-27793, filed
March 29, 1989; and amendment to 1988 Stock Option Plan
dated August 2, 1993 incorporated by reference to
Exhibit 10(c) to Registrant's Form 10-K, as amended,
File No. 0-9037, filed September 14, 1993.
(d) Agreement entered into between Piccadilly
Cafeterias, Inc. and James W. Bennett effective
September 28, 1994, is on pages 7 and 8 of this Form 10-
K/A.
(13) (a) The inside front cover of the Registrant's
Annual Shareholders Report for the year ended June 30,
1994, containing "Selected Financial Data."*
(b) The inside front cover of the Registrant's
Annual Shareholders Report for the year ended June 30,
1994, containing "Stock Information."*
(c) Pages 10 and 11 of the Registrant's Annual
Shareholders Report for the year ended June 30, 1994,
containing Management's Discussion and Analysis of
Financial Condition and Results of Operations.*
(d) Pages 12 through 19 of the Registrant's
Annual Shareholders Report for the year ended June 30,
1994, containing the Consolidated Financial Statements
and the Notes to the Consolidated Financial
Statements.*
(e) Page 20 of the Registrant's Annual
Shareholders Report for the year ended June 30, 1994,
containing the Report of Independent Auditors.*
(21) List of subsidiaries.*
(23) Consent of independent auditors.*
(27) Financial Data Schedules required in filings on EDGAR.*
________________
* Previously filed
(d) See response to Item 14(a)(2) of this report.
<PAGE>4
SIGNATURE
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.
PICCADILLY CAFETERIAS, INC.
(Registrant)
By: /s/ Mark L. Mestayer
Mark L. Mestayer
Executive Vice President,
Secretary and Controller
Date: October 4, 1994
<PAGE>5
EXHIBIT INDEX
(3) (a) Articles of Incorporation, incorporated by reference
to Exhibit 3.1 to Registrant's Form S-1, Registration No.
2-63249 filed December 19, 1978 (the "Form S-1");
amendment to Articles of Incorporation, incorporated by
reference to Exhibit 3 to Registrant's Form 10-K, File
No. 0-9037, filed September 14, 1987; amendment to
Articles of Incorporation, incorporated by reference to
Exhibit 3 to Registrant's Form 10-K, File No. 0-9037,
filed September 27, 1988; and amendment to Articles of
Incorporation incorporated by reference to Exhibit 3(a)
to Registrant's Form 10-K, as amended, File No. 0-9037,
filed September 28, 1989.
(b) Bylaws of the Company incorporated by reference to
Exhibit 3(a) to Registrant's Form 10-K, as amended, File
No. 0-9037, filed September 14, 1993.
(4) (a) Piccadilly Cafeterias, Inc. Stockholders Rights
Agreement, incorporated by reference to Exhibit 4 to the
Form 8-K, File No. 0-9037, filed August 22, 1988.
(b) Note Agreement dated as of January 31, 1989, relating
to $30,000,000 principal amount of 10.15% Senior Notes
due January 31, 1999, incorporated by reference to
Exhibit 4 of the Form 10-Q, File No. 0-9037, filed
February 11, 1989.
(10) (a) Piccadilly Cafeterias, Inc., Pension Plan, as
amended, dated May 3, 1993 incorporated by reference to
Exhibit 10(a) to Registrant's Form 10-K, as amended, File
No. 0-9037, filed September 14, 1993.
(b) Piccadilly Cafeteria, Inc. Employee Stock Purchase
Plan, incorporated by reference to Exhibit A to
Registrant's Form S-8, Registration No. 33-17737, filed
October 7, 1989 and amendment to Employee Stock Purchase
Plan, incorporated by reference to Exhibit 10(b) to
Registrant's Form 10-K, as amended, File No. 0-9037,
filed September 27, 1991.
(c) Piccadilly Cafeterias, Inc. 1988 Stock Option Plan,
incorporated by reference to Exhibit 4.1 to Registrant's
Form S-8, Registration No. 33-27793, filed March 29,
1989; and amendment to 1988 Stock Option Plan dated
August 2, 1993 incorporated by reference to Exhibit 10(c)
to Registrant's Form 10-K,
as amended, File No. 0-9037, filed September 14, 1993.
(d) Agreement entered into between Piccadilly
Cafeterias, Inc. and James W. Bennett effective September
28, 1994, is on page 7 and 8 of this Form 10-K/A.
(13) (a) The inside front cover of the Registrant's Annual
Shareholders Report for the year ended June 30, 1994,
containing "Selected Financial Data."*
(b) The inside front cover of the Registrant's Annual
Shareholders Report for the year ended June 30, 1994,
containing "Stock Information."*
(c) Pages 10 and 11 of the Registrant's Annual
Shareholders Report for the year ended June 30, 1994,
containing Management's Discussion and Analysis of
Financial Condition and Results of Operations.*
(d) Pages 12 through 19 of the Registrant's Annual
Shareholders Report for the year ended June 30, 1994,
containing the Consolidated Financial Statements and the
Notes to the Consolidated Financial Statements.*
(e) Page 20 of the Registrant's Annual Shareholders
Report for the year ended June 30, 1994, containing the
Report of Independent Auditors.*
(21) List of subsidiaries.*
<PAGE>6
(23) Consent of independent auditors.*
(27) Financial Data Schedules required in filings on EDGAR.*
__________________
* Previously filed
<PAGE>7
EXHIBIT 10(d)
AGREEMENT
This Agreement is entered between Piccadilly Cafeterias,
Inc. ("Piccadilly") and James W. Bennett ("Bennett") effective
September 28, 1994.
Piccadilly and Bennett agree:
1. The purpose of this Agreement is to conclude
amicably the employment relationship that has existed between
Piccadilly and Bennett.
2. Bennett resigns from employment by Piccadilly
effective September 27, 1994, and Piccadilly accepts this
resignation with appreciation for Bennett's years of service
to Piccadilly.
3. Piccadilly will pay Bennett, as severance pay, an
amount equal to his base salary for twelve months, or a total
of $300,000. This amount will be paid in installments in such
amounts as shall be specified by Bennett in writing and the
full amount shall be paid within 24 months.
4. To the extent allowed by law, the unexercised and
unexpired stock options granted to Bennett in the Stock Option
Agreements dated January 27, 1992 and May 18, 1992 shall
remain available to him in accordance with the terms of such
Stock Option Agreements notwithstanding his resignation from
employment.
5. For a period of two (2) years from the date of
resignation, Bennett will be entitled to continued
participation in Piccadilly's group health insurance plan on
the same basis as that applicable prior to his resignation,
except that Piccadilly will pay the full premium and will pay
the $300 per person per year deductible if a claim is made.
6. Piccadilly will promptly transfer to Bennett title
to the Mercedes Benz automobile that has been heretofore
furnished by Piccadilly for Bennett's use.
7. For the consideration described above, Bennett
releases, acquits and discharges Piccadilly, its directors,
officers, employees, agents and insurers, and all other
persons, firms and corporations, of and from any and all
claims he may have against them arising out of his employment
by Piccadilly and the termination of that employment,
including any claims arising under contract or under federal
or state law or regulation.
8. Bennett will cooperate with Piccadilly in effecting
an orderly transition, and will assist Piccadilly for a
reasonable period of time and without additional compensation
in connection with matters related to the period in which he
served as an officer of the corporation and in which his
knowledge is useful to the corporation.
9. Both Piccadilly and Bennett will keep the terms of
the Agreement confidential, and will not disclose such terms
to any person except their accountants, taxing authorities, or
as may be required by federal or state law or regulation.
<PAGE>8
10. Bennett acknowledges that no promise, inducement or
agreement not herein expressed has been made, that this
Agreement contains the entire agreement between the parties,
and that the terms of this document are contractual and not a
mere recital.
Piccadilly Cafeterias, Inc.
By: /s/ Paul Murril 9/28/94
Paul Murrill Date
Chairman of the Board
/s/ James W. Bennett 9/28/94
James W. Bennett Date
