SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year end December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-12454
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
MORRISON RESTAURANTS INC. DEFERRED COMPENSATION PLAN
B. Name of issuer of the securities held pursuant to the Plan
and address of its principal executive office:
MORRISON RESTAURANTS INC.
P.O. Box 160266
Mobile, Alabama 36625
Exhibit index appears at page 18. This report contains a total of
19 pages.
Page 1 of 19
The following financial statements are included in this report:
Audited Financial Statements:
Page
Description Number
Report of Independent Auditors 4
Statements of Financial Condition
At December 31, 1993 and 1992 5
Statements of Income and Changes in Plan
Equity for the years ended December 31,
1993, 1992, and 1991 6
Notes to Financial Statements 7
Signatures 17
The written consent of Ernst & Young with respect to the plan
annual financial statements is attached hereto as exhibit #23.
Page 2 of 19
Morrison Restaurants Inc. Deferred Compensation Plan
Financial Statements
Years ended December 31, 1993 and 1992
Contents
Report of Independent Auditors............................. 1
Audited Financial Statements
Statements of Financial Condition.......................... 2
Statements of Income and Changes in Plan Equity............ 3
Notes to Financial Statements.............................. 4
Report of Independent Auditors
Employee Benefits Committee
Morrison Restaurants Inc.
We have audited the accompanying statements of financial
condition of the Morrison Restaurants Inc. Deferred
Compensation Plan as of December 31, 1993 and 1992, and the
related statements of income and changes in plan equity for
each of the three years in the period ended December 31,
1993. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
condition of the Morrison Restaurants Inc. Deferred
Compensation Plan at December 31, 1993 and 1992, and its
income and changes in plan equity for each of the three
years in the period ended December 31, 1993, in conformity
with generally accepted accounting principles.
/s/ Ernst & Young
Ernst & Young
Birmingham, Alabama
April 20, 1994
<PAGE>
Morrison Restaurants Inc. Deferred Compensation Plan
Statements of Financial Condition
<TABLE>
<CAPTION>
December 31
1993 1992
<S> <C> <C>
Assets
Cash $ 4,086,869 $ 1,480,280
Investments, at fair value:
Morrison Restaurants Inc.
common stock 7,950,705 3,541,590
U.S. Treasury Note - 190,406
Other securities:
Other common stocks - 1,109,392
Templeton Growth Fund 2,404,641 -
Principal Financial Group,
guaranteed investment
contract 1,235,652 4,192,191
15,677,867 10,513,859
Contributions receivable:
Participants 276,736 -
Employer 35,817 -
312,553 -
Dividends and interest
receivable 1,485 6,946
Total assets $ 15,991,905 $ 10,520,805
Liabilities
Accrued administrative fees - 14,792
Total liabilities - 14,792
Plan equity $ 15,991,905 $ 10,506,013
See accompanying notes.
</TABLE>
</PAGE>
<PAGE>
Morrison Restaurants Inc. Deferred Compensation Plan
Statements of Income and Changes in Plan Equity
<TABLE>
<CAPTION>
Year ended December 31
1993 1992 1991
<S> <C> <C> <C>
Net investment income
Dividends on Morrison
Restaurants Inc.
common stock $ 75,661 $ 37,003 $ 24,216
Other dividends 27,383 12,109 2,875
Interest 503,440 429,713 390,616
606,484 478,825 417,707
Administrative expenses (59,605) (85,315) (52,663)
546,879 393,510 365,044
Net appreciation in fair
value of investments 2,225,280 1,066,701 305,593
Contributions:
Participants 2,626,214 2,198,373 1,854,855
Employer 538,211 443,836 382,080
3,164,425 2,642,209 2,236,935
Withdrawals by participants (450,692) (559,392) (610,449)
Income and changes in
plan equity 5,485,892 3,543,028 2,297,123
Plan equity at beginning of year 10,506,013 6,962,985 4,665,862
Plan equity at end of year $ 15,991,905 $ 10,506,013 $ 6,962,985
See accompanying notes.
</TABLE>
</PAGE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements
December 31, 1993
1. Significant Accounting Policies
The financial statements of the Morrison Restaurants Inc.
Deferred Compensation Plan (the Plan) are presented on the
accrual basis of accounting.
Investments in common trust funds are stated at fair value
based on quoted redemption values on the last business day
of the plan year. The guaranteed investment contract is
stated at the contract value as determined by the Principal
Financial Group based on the guaranteed rate of return.
Morrison Restaurants Inc. common stock is traded on the
New York Stock Exchange and is valued at the closing sales
price on the last business day of the plan year. Prior to
October 21, 1993 Morrison Restaurants Inc. common stock was
traded on the over-the-counter market. Other common stocks
held are also valued at the closing sales price on the last
business day of the plan year. The average cost of shares
sold is used to compute gain or loss.
2. Description of Plan
The Plan was established January 1, 1988 to provide
additional incentive and retirement security for a select
group of management and certain highly compensated employees
of Morrison Restaurants Inc. and its subsidiaries (the
Company). The Plan was amended effective January 1, 1990 to
provide for investment direction by participants, including
the ability to invest in Company stock.
The general administration of the Plan is the responsibility
of the Employee Benefits Committee (the Committee) which
consists of at least two persons and not more than seven
persons appointed by the Board of Directors. Costs of
administering the Plan are paid by the Company to the extent
not paid by the Trust. The Plan's assets are held by
AmSouth Bank, N.A., trustee for the Plan.
To participate in the Plan, the employee must have been
designated for participation in the Plan by the Plan
Administrator. Additionally, the employee must authorize, on
a form prescribed by the Committee, the deduction from his
pay of the basic contribution as defined by the Plan.
Participants may contribute amounts ranging from 2% to 20%
of their compensation and specify the various investment
alternatives to which the Plan's assets will be directed.
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
These investment alternatives are:
Money Market Fund
The investment policy of the money market fund is to invest
in income-producing assets with relatively short terms and
relatively high security of principal. These assets can
include government securities, commercial paper (publicly
traded or privately placed), other debt securities, shares
of money market mutual funds, units of participation in the
Trustee's short-term investment trust, and time deposits or
certificates of deposit of any bank or savings and loan
association, the deposits of which are insured by the
Federal Deposit Insurance Corporation, including the
Trustee. The money market fund had 23 participants at
December 31, 1993.
Equity Fund
The investment policy of the equity fund is to invest in
relatively high quality equity assets producing either
income or capital appreciation, or both. These assets can
include common stocks and similar equity securities
(including warrants or rights to subscribe to or securities
convertible into stock or securities), and shares of mutual
funds which invest in common stock. The equity fund had 117
participants at December 31, 1993.
Fixed Income Fund
The investment policy of the fixed income fund is to achieve
income through investment in income-producing assets with
capital appreciation being of secondary importance. These
assets can include bonds, notes, debentures, mortgages,
preferred stocks, interests in leases of either real or
personal property, or both, contracts or other evidences of
indebtedness, endowment or annuity contracts, shares of
mutual funds, or other tangible or intangible property or
interests in property, either real or personal, the income
return from which is fixed or limited by the terms of the
instrument creating or evidencing the property or interest
in property. The fixed income fund had 199 participants at
December 31, 1993.
<PAGE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
Morrison Stock Fund
The investment policy of the stock fund is to allow
participants to participate in the ownership of the Company.
The stock fund had 331 participants at December 31, 1993.
The Company matches 20% of contributions by participants
with 3 to 9 years of service, 30% for participants with 10
to 19 years, and 40% for participants with 20 or more years
of service or who are specifically designated by the Plan
Administrator as one of a select group of members to receive
a 40% matching contribution. Matching contributions for any
plan year shall be credited with respect to annual deferred
amounts of up to the maximum amount allowed under Internal
Revenue Code Section 402(g)(1) ($8,994 for 1993). On April
25, 1990, the Company established a post-1989 Stock Match
Fund. Matching contributions are made to this fund and may
be invested entirely in Company stock.
Participants or their beneficiaries have a 100% vested
interest in the value of their respective contributions and
employer matching accounts. The basic form of distribution
is a single lump sum payment in cash and Company stock.
Effective January 1, 1993 the Plan was amended to continue
to allow participants to direct the investment of assets;
however, the Plan document will no longer require that the
Trustee precisely follow the participants' directions.
Under this new approach, commonly referred to as a "phantom
plan," the manner in which assets are invested is determined
by the Trustee, who must achieve certain predetermined rates
of return. Periodic earnings shortages below the
predetermined rate of return would be required to be funded
by the Company.
<PAGE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
3. Investments
The Plan's investments are held by a trust fund administered
by AmSouth Bank, N.A.
The Plan's investments (including investments bought, sold
and held during the year) appreciated in value by
$2,225,280, $1,066,701, and $305,593 during the years ended
December 31, 1993, 1992 and 1991, respectively, as follows:
<TABLE>
<CAPTION>
Year ended December 31
1993 1992 1991
<S> <C> <C> <C>
Morrison Restaurants Inc.
common stock $ 1,870,730 $ 1,045,358 $ 288,971
Templeton Growth Fund 361,707 - -
U.S. Treasury Note (402) 3,709 4,157
Other securities:
Other common stocks (6,755) 17,634 (18,254)
AmSouth Bank ASO Equity Fund - - 30,719
Totals $ 2,225,280 $ 1,066,701 $ 305,593
</TABLE>
The fair values of individual investments that represent 5%
or more of plan equity at December 31, 1993 and 1992 are as
follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Morrison Restaurants Inc.
common stock $ 7,950,705 $ 3,541,590
Principal Financial Group, guaranteed
investment contract 1,235,652 4,192,191
Templeton Growth Fund 2,404,641 -
</TABLE>
The Plan's exposure to accounting loss with respect to these
financial instruments is limited to the carrying values
stated above.
4. Income Tax Status
The Plan is a grantor type trust and is not qualified under
Section 401 of the Internal Revenue Code. Under Section 671
of the Internal Revenue Code, items of income, deduction or
credit in a grantor trust are treated as belonging to the
grantor. These items are reported on the income tax return
of the grantor, Morrison Restaurants Inc. Participants must
include distributions in taxable income at the time of
withdrawal.
<\PAGE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
5. Transactions with Parties-In-Interest
Amounts of Morrison Restaurants Inc. common stock held by
the Plan at December 31, 1993 and 1992 totaled 302,884 and
181,620 shares, respectively, with a market value of
$7,950,705 or $26.25 per share, and $3,541,590 or $19.50,
respectively. On October 29, 1993 Morrison Restaurants Inc.
paid a 3-for-2 stock split. All share data above has been
adjusted to reflect the split.
<PAGE>
<TABLE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
6. Investment Programs
The allocation of Plan assets and liabilities to the separate investment programs at
December 31, 1993 was as follows:
<CAPTION>
Post-1989
Money Fixed Morrison Stock
Market Equity Income Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 110,082 $ 40,032 $ 3,833,878 $ 78,332 $ 24,545 $ 4,086,869
Investments, at fair value:
Morrison Restaurants Inc.
common stock _ _ _ 4,995,919 2,954,786 7,950,705
Other securities:
Templeton Growth Fund _ 2,404,641 _ _ _ 2,404,641
Principal Financial
Group, guaranteed
investment contract - - 1,235,652 - - 1,235,652
110,082 2,444,673 5,069,530 5,074,251 2,979,331 15,677,867
Contributions receivable:
Participants 5,512 63,492 70,790 136,942 _ 276,736
Employer - - - - 35,817 35,817
5,512 63,492 70,790 136,942 35,817 312,553
Dividends and interest
receivable 239 19 1,110 60 57 1,485
Plan equity $ 115,833 $ 2,508,184 $ 5,141,430 $ 5,211,253 $ 3,015,205 $ 15,991,905
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
6. Investment Programs (continued)
The allocation of Plan assets and liabilities to the separate investment programs at
December 31, 1992 was as follows:
<CAPTION>
Post-1989
Money Fixed Morrison Stock
Market Equity Income Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 146,365 $ 157,834 $ 1,039,528 $ 95,122 $ 41,431 $ 1,480,280
Investments, at fair value:
Morrison Restaurants Inc.
common stock _ _ _ 1,813,427 1,728,163 3,541,590
U.S. Treasury note _ 190,406 _ _ _ 190,406
Other common stock _ 1,109,392 _ _ _ 1,109,392
Principal Financial
Group, guaranteed
investment contract - - 4,192,191 - - 4,192,191
146,365 1,457,632 5,231,719 1,908,549 1,769,594 10,513,859
Dividends and interest
receivable 326 4,362 2,132 66 60 6,946
Total assets 146,691 1,461,994 5,233,851 1,908,615 1,769,654 10,520,805
Liabilities and plan
equity
Accrued administrative
fees 333 6,936 4,774 1,468 1,281 14,792
Total liabilities 333 6,936 4,774 1,468 1,281 14,792
Plan equity $ 146,358 $ 1,455,058 $ 5,229,077 $ 1,907,147 $ 1,768,373 $ 10,506,013
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
6. Investment Programs (continued)
Plan income and changes in Plan equity for the year ended December 31, 1993, were
allocated to the separate investment program as follows:
<CAPTION>
Post-1989
Money Fixed Morrison Stock
Market Equity Income Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Plan equity at
December 31, 1992 $ 146,358 $ 1,455,058 $ 5,229,077 $ 1,907,147 $ 1,768,373 $ 10,506,013
Dividends on Morrison
Restaurants Inc.
common stock - - - 43,685 31,976 75,661
Other dividends - 27,383 - - - 27,383
Interest 2,668 118,471 378,414 2,840 1,047 503,440
Administrative expenses (887) (11,217) (29,388) (11,934) (6,179) (59,605)
Net appreciation
in fair value of
investments - 354,550 - 1,141,173 729,557 2,225,280
Contributions:
Participants 100,028 516,629 1,002,140 1,007,417 - 2,626,214
Employer 141 8,487 6,397 - 523,186 538,211
100,169 525,116 1,008,537 1,007,417 523,186 3,164,425
Withdrawals by
participants (11,041) (28,979) (195,007) (184,830) (30,835) (450,692)
Interfund transfers (121,434) 67,802 (1,250,203) 1,305,755 (1,920) -
Plan equity at
December 31, 1993 $ 115,833 $ 2,508,184 $ 5,141,430 $ 5,211,253 $ 3,015,205 $ 15,991,905
There were 287 active participants in the Plan at December 31, 1993.
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
6. Investment Programs (continued)
Plan income and changes in Plan equity for the year ended December 31, 1992, were
allocated to the separate investment program as follows:
<CAPTION>
Post-1989
Money Fixed Morrison Stock
Market Equity Income Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Plan equity at
December 31, 1991 $ 124,615 $ 498,461 $ 5,163,277 $ 377,691 $ 798,941 $ 6,962,985
Dividends on Morrison
Restaurants Inc.
common stock - - - 13,812 23,191 37,003
Other dividends - 12,109 - - - 12,109
Interest 4,482 20,711 401,620 1,548 1,352 429,713
Administrative expenses (1,968) (26,941) (41,786) (6,063) (8,557) (85,315)
Net appreciation
in fair value of
investments - 21,343 - 460,658 584,700 1,066,701
Contributions:
Participants 58,763 432,322 1,351,873 355,415 - 2,198,373
Employer 655 13,582 13,126 - 416,473 443,836
59,418 445,904 1,364,999 355,415 416,473 2,642,209
Withdrawals by
participants (12,405) (46,178) (416,017) (48,730) (36,062) (559,392)
Interfund transfers (27,784) 529,649 (1,243,016) 752,816 (11,665) -
Plan equity at
December 31, 1992 $ 146,358 $ 1,455,058 $ 5,229,077 $ 1,907,147 $ 1,768,373 $ 10,506,013
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Deferred Compensation Plan
Notes to Financial Statements (continued)
6. Investment Programs (continued)
Plan income and changes in Plan equity for the year ended December 31, 1991, were
allocated to the separate investment program as follows:
<CAPTION>
Post-1989
Money Fixed Morrison Stock
Market Equity Income Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Plan equity at
December 31, 1990 $ 97,131 $ 357,341 $ 3,778,685 $ 166,628 $ 266,077 $ 4,665,862
Dividends on Morrison
Restaurants Inc.
common stock _ _ _ 11,025 13,191 24,216
Other dividends _ 2,875 _ _ _ 2,875
Interest 13,079 14,035 363,502 _ _ 390,616
Administrative expenses (3,279) (10,749) (30,550) (3,044) (5,041) (52,663)
Net appreciation
in fair value of
investments _ 16,622 _ 105,112 183,859 305,593
Contributions:
Participants 107,087 173,956 1,449,179 124,633 _ 1,854,855
Employer 1,137 6,961 17,625 - 356,357 382,080
108,224 180,917 1,466,804 124,633 356,357 2,236,935
Withdrawals by
participants (183,889) (10,722) (377,374) (25,904) (12,560) (610,449)
Interfund transfers 93,349 (51,858) (37,790) (759) (2,942) -
Plan equity at
December 31, 1991 $ 124,615 $ 498,461 $ 5,163,277 $ 377,691 $ 798,941 $ 6,962,985
</TABLE>
</PAGE>
SIGNATURES
Morrison Restaurants Inc. Deferred Compensation Plan.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Compensation Committee of the Morrison
Restaurants Inc. Deferred Compensation Plan have duly caused
this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Morrison Restaurants Inc.
Deferred Compensation Plan
(Name of Plan)
Date April 29, 1994 /s/ Wallace R. Bunn
Wallace R. Bunn
Director; Chairman,
Compensation Committee
Page 17
EXHIBIT INDEX
Exhibit Page
Number Description
Number
23 Consent of Independent Auditors 19
Page 18 of 19
CONSENT OF ERNST & YOUNG INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-32697) pertaining to
the Deferred Compensation Plan of Morrison Restaurants Inc.
and in the related Prospectus of our Report dated April 20,
1994, with respect to the financial statements of the
Morrison Restaurants Inc. Deferred Compensation Plan
included in this Annual Report (Form 11-K) for the year
ended December 31, 1993.
/s/ Ernst & Young
Ernst & Young
Birmingham, Alabama
April 26, 1994
Page 19
