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. SALARY DEFERRAL 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 2. This report contains a total of
20 pages.
Page 1 of 20
EXHIBIT INDEX
Exhibit Page
Number Description Number
13 Annual Report 4
23 Consent of Independent Auditors 20
Page 2 of 20
SIGNATURES
Morrison Restaurants Inc. Salary Deferral Plan. Pursuant to the
requirements of the Securities Exchange Act of 1934, the
Compensation Committee of the Morrison Restaurants Inc. Salary
Deferral Plan have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
Morrison Restaurants Inc.
Salary Deferral Plan
(Name of Plan)
Date June 29, 1994 /s/ Wallace R. Bunn
Wallace R. Bunn
Director; Chairman, Compensation
Committee
Page 3
Morrison Restaurants Inc.
Salary Deferral Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1993 and 1992
with reports of Independent Auditors
Morrison Restaurants Inc. Salary Deferral Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1993 and 1992
Contents
Report of Independent Auditors.................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits................2
Statements of Changes in Net Assets Available for Benefits.....3
Notes to Financial Statements..................................4
Supplemental Schedules
Item 27a-Schedule of Assets Held for Investment Purposes.......12
Item 27d-Schedule of Reportable (5%) Transactions..............13
Report of Independent Auditors
Employee Benefits Committee of
Morrison Restaurants Inc.
We have audited the accompanying statements of net assets available
for benefits of the Morrison Restaurants Inc. Salary Deferral Plan as
of December 31, 1993 and 1992, and the related statements of changes
in net assets available for benefits for the years then ended. 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 net assets available for
benefits of the Plan at December 31, 1993 and 1992, and the changes in
its net assets available for benefits for the years then ended, in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of Assets Held for Investment Purposes and Reportable (5%)
Transactions as of or for the year ended December 31, 1993, are
presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of
the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1993
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1993 financial statements taken
as a whole.
/s/ Ernst & Young
Ernst & Young
April 20, 1994
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Statements of Net Assets Available for Benefits
<CAPTION>
December 31
1993 1992
<S> <C> <C>
Assets
Investments, at fair value:
Morrison Restaurants Inc.
common stock $ 11,333,595 $ 6,021,405
Other equity securities:
Murray Johnstone
International Fund - 883,014
Sun Bank Corporate Equity Fund 1,604,327 1,226,678
Templeton Growth Fund 1,736,648 -
14,674,570 8,131,097
Guaranteed investment contracts
with insurance companies,
at contract value 21,676,321 23,218,218
Total investments 36,350,891 31,349,315
Contributions receivable:
Participants 423,933 -
Employer 87,035 -
510,968 -
Dividends and interest receivable 6,372 7,330
Total receivables 517,340 7,330
Cash 3,709,643 3,326,161
Total assets 40,577,874 34,682,806
Liabilities
Accrued trustee fees - 13,698
Net assets available for benefits $ 40,577,874 $ 34,669,108
See accompanying notes.
</TABLE>
</page>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Statements of Changes in Net Assets Available for Benefits
<CAPTION>
Year ended December 31
1993 1992
<S> <C> <C>
Net investment income:
Dividends, primarily on Morrison
Restaurants Inc. common stock $ 133,502 $ 70,675
Interest 1,950,620 2,035,250
2,084,122 2,105,925
Administrative expenses (181,412) (192,900)
1,902,710 1,913,025
Net appreciation in fair value
of investments 3,115,979 1,845,634
Contributions:
Participants 3,538,685 3,227,747
Employer 725,327 611,984
4,264,012 3,839,731
Withdrawals by participants (3,373,935) (3,773,008)
Net additions 5,908,766 3,825,382
Net assets available for benefits at
beginning of year 34,669,108 30,843,726
Net assets available for benefits at
end of year $ 40,577,874 $ 34,669,108
See accompanying notes.
</TABLE>
</page>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements
December 31, 1993
1. Significant Accounting Policies
The financial statements of the Morrison Restaurants Inc. Salary
Deferral 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. 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.
Guaranteed investment contracts are stated at the contract value
as determined by the insurance companies. Contract value
represents contributions made under the contracts, plus interest
at the contract rates, less funds used to pay benefits and the
insurance companies' administrative expenses.
2. Description of the Plan
The Plan was established June 1, 1968 to provide additional
incentive and retirement security for eligible employees of
Morrison Restaurants Inc. and its subsidiaries (the Company).
Effective September 30, 1992 the Plan was amended and renamed the
Morrison Restaurants Inc. Salary Deferral Plan.
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.
Smith Barney Shearson Inc. is the investment advisor for the Plan
assets. AmSouth Bank, N.A., Sun Bank, N.A., and Morley Capital
Management, Inc. are the investment managers for Plan assets.
The Plan may be terminated at any time by the Company's Board of
Directors. Upon termination, all Company contributions become
nonforfeitable and all assets are to be distributed to plan
participants or their beneficiaries. Each participant would
receive a proportionate share of the remaining assets, as
determined by the individual account balances, on the date of
termination.
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
To participate in the Plan, the employee must have completed one
year of service, attained the age of 21, and authorized, 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 10% of their compensation
and specify the various investment alternatives to which the
Plan's assets will be directed.
These investment alternatives are:
Short-Term Investment Fund
The investment policy of the short-term investment 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 member bank of the Federal Deposit Insurance Corporation.
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), shares of mutual funds which invest in common stock
and units of participation in the Trustee's general equity fund
or that of an investment manager.
Fixed Income Fund
The investment policy of the fixed income fund is to achieve
income through investment in income-producing assets with
relatively high security of principal. These assets can include
guaranteed investment contracts issued by insurance companies,
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
<PAGE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
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.
Stock Fund
The investment policy of the stock fund is to allow participants
to participate in the profits of the Company. These assets can
include qualifying employer securities.
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. In
January 1990, the Company established a Post-1989 Stock Match
Fund. Matching contributions are made to the fund and shall 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.
3. Investments
The Plan's investments are held by a trust fund administered by
AmSouth Bank, N.A., except for its guaranteed investment
contracts with insurance companies (see Note 6).
The Plan's investments (including investments bought, sold and
held during the year) appreciated in value by $3,115,979 and
$1,845,634 during the years ended December 31, 1993 and 1992,
respectively, as follows:
<TABLE>
<CAPTION>
Year ended December 31
1993 1992
<S> <C> <C>
Morrison Restaurants Inc.
common stock $ 2,721,988 $ 1,948,211
Other securities:
Murray Johnstone International Fund - (173,748)
Sun Bank Corporate Equity Fund 143,391 71,171
Templeton Growth Fund 250,600 -
Totals $ 3,115,979 $ 1,845,634
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The fair values of individual investments that represent 5% or
more of the Plan's net assets at December 31, 1993 and 1992 are
as follows:
</TABLE>
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Morrison Restaurants Inc.
common stock $ 11,333,595 $ 6,021,405
Continental Assurance Company,
guaranteed investment contract 2,132,177 4,897,063
Allstate Life Insurance Company,
guaranteed investment contract #GA-4894 5,175,508 4,770,053
Allstate Life Insurance Company,
guaranteed investment contract #GA-5050 6,310,107 5,807,738
State Mutual Life Assurance Company,
guaranteed investment contract - 3,472,737
Principal Mutual Life Insurance Company,
guaranteed investment contract 2,287,755 2,133,137
First Wisconsin National Bank,
guaranteed investment contract 4,395,496 2,137,490
</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 Internal Revenue Service has ruled that the Plan qualifies
under Sections 401(a) and (k) of the Internal Revenue Code (IRC)
and is, therefore, not subject to tax under present income tax
law. The Plan is required to operate in conformity with the IRC
to maintain its qualification. The plan administrator is not
aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
5. Transactions with Parties-In-Interest
The Stock Fund and the Post-1989 Stock Match Fund invest
primarily in Morrison Restaurants Inc. common stock. At
December 31, 1993 and 1992, these funds held 431,756 and 308,790
shares of this stock, respectively, with market values of
$11,333,595 or $26.25 per share and $6,021,405 or $19.50 per
share, 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.
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
6. Guaranteed Investment Contracts with Insurance Companies
The Plan has guaranteed investment contracts with several
insurance companies. Deposits made under these contracts earn
interest at guaranteed rates between 6.1% and 9.2%. The
contracts have various terms relating to the allowance of
withdrawals. Each contains provisions for investment loss
(surrender) charges which the Plan would have to pay in the event
of early withdrawal prior to contract maturity date. The
contract values of the individual investments which comprise the
total of the guaranteed investment contracts at December 31, 1993
and 1992 are as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Continental Assurance Company,
guaranteed investment contract $ 2,132,177 $ 4,897,063
Allstate Life Insurance Company,
guaranteed investment contract #GA-4894 5,175,508 4,770,053
Allstate Life Insurance Company,
guaranteed investment contract #GA-5050 6,310,107 5,807,738
State Mutual Life Assurance Company,
guaranteed investment contract - 3,472,737
Principal Mutual Life Insurance Company,
guaranteed investment contract 2,287,755 2,133,137
First Wisconsin National Bank,
guaranteed investment contract 4,395,496 2,137,490
Life Insurance of Virginia,
guaranteed investment contract 1,375,278 -
Totals $ 21,676,321 $ 23,218,218
</TABLE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
7. Investment Programs
The allocation of Plan assets and liabilities to the separate investment programs at December 31, 1993
and 1992 was as follows:
<CAPTION>
Short-term Fixed Post-1989
Investment Equity Income Stock Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
December 31, 1993
Assets
Investments, at fair value:
Morrison Restaurants Inc. common stock $ - $ - $ - $ 7,171,409 $ 4,162,186 $ 11,333,595
Other equity securities:
Sun Bank Corporate Equity Fund - 1,604,327 - - - 1,604,327
Templeton Growth Fund - 1,736,648 - - - 1,736,648
Guaranteed investment contracts with
insurance companies, at contract value:
Continental Assurance Company,
guaranteed investment contract - - 2,132,177 - - 2,132,177
Allstate Life Insurance Company,
guaranteed investment contracts - - 11,485,615 - - 11,485,615
Principal Mutual Life Insurance
Company, guaranteed investment
contract - - 2,287,755 - - 2,287,755
First Wisconsin National Bank,
guaranteed investment contract - - 4,395,496 - - 4,395,496
Life Insurance Company of Virginia,
guaranteed investment contract - - 1,375,278 - - 1,375,278
Total Investments - 3,340,975 21,676,321 7,171,409 4,162,186 36,350,891
Contributions receivable:
Participants 22,497 50,840 170,754 179,842 - 423,933
Employer - - - - 87,035 87,035
22,497 50,840 170,754 179,842 87,035 510,968
Dividends and interest receivable 3,238 115 2,863 72 84 6,372
Cash 1,460,242 56,325 2,110,295 71,877 10,904 3,709,643
Net assets available for benefits $ 1,485,977 $ 3,448,255 $ 23,960,233 $ 7,423,200 $ 4,260,209 $ 40,577,874
</TABLE>
</page>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<CAPTION>
Short-term Fixed Post-1989
Investment Equity Income Stock Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
December 31, 1992
Assets
Investments, at fair value:
Morrison Restaurants Inc. common stock $ - $ - $ - $ 3,418,668 $ 2,602,737 $ 6,021,405
Other equity securities:
Murray Johnstone International Fund - 883,014 - - - 883,014
Sun Bank Corporate Equity Fund - 1,226,678 - - - 1,226,678
Guaranteed investment contracts with
insurance companies, at contract value:
Continental Assurance Company,
guaranteed investment contract - - 4,897,063 - - 4,897,063
Allstate Life Insurance Company,
guaranteed investment contracts - - 10,577,791 - - 10,577,791
State Mutual Life Assurance Company,
guaranteed investment contract - - 3,472,737 - - 3,472,737
Principal Mutual Life Insurance
Company, guaranteed investment
contract - - 2,133,137 - - 2,133,137
First Wisconsin National Bank,
guaranteed investment contract - - 2,137,490 - - 2,137,490
Total investments - 2,109,692 23,218,218 3,418,668 2,602,737 31,349,315
Dividends and interest receivable 3,596 710 2,804 109 111 7,330
Cash 1,566,119 218,052 1,252,110 213,854 76,026 3,326,161
Total assets 1,569,715 2,328,454 24,473,132 3,632,631 2,678,874 34,682,806
Liabilities and net assets available
for benefits
Accrued trustee fees 1,280 1,518 7,231 2,108 1,561 13,698
Net assets available for benefits $ 1,568,435 $ 2,326,936 $ 24,465,901 $ 3,630,523 $ 2,677,313 $ 34,669,108
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
Changes in net assets available for benefits for each of the two years in the period ended December 31,
1993 were allocated to separate investment programs as follows:
<CAPTION>
Short-term Fixed Post-1989
Investment Equity Income Stock Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Net assets available for benefits at
January 1, 1992 $ 1,619,840 $ 2,251,363 $ 24,572,322 $ 1,115,962 $ 1,284,239 $ 30,843,726
Dividends on Morrison Restaurants Inc.
common stock - - - 34,485 36,190 70,675
Interest 53,676 2,996 1,975,271 1,868 1,439 2,035,250
Administrative expenses (13,049) (24,758) (128,490) (13,757) (12,846) (192,900)
Net (depreciation) appreciation
in fair value of investments - (102,577) - 1,027,020 921,191 1,845,634
Contributions:
Participants 231,818 445,791 1,921,672 628,466 - 3,227,747
Employer - - - - 611,984 611,984
Withdrawals by participants (225,253) (216,121) (2,837,138) (312,209) (182,287) (3,773,008)
Interfund transfers (98,597) (29,758) (1,037,736) 1,148,688 17,403 -
Net assets available for benefits at
December 31, 1992 1,568,435 2,326,936 24,465,901 3,630,523 2,677,313 34,669,108
Dividends on Morrison Restaurants Inc.
common stock - - - 68,459 46,557 115,016
Other dividends - 18,486 - - - 18,486
Interest 39,194 88,644 1,818,680 2,872 1,230 1,950,620
Administrative expenses (8,033) (33,148) (104,047) (22,950) (13,234) (181,412)
Net appreciation in fair value of
investments - 393,991 - 1,682,750 1,039,238 3,115,979
Contributions:
Participants 228,992 374,380 1,821,817 1,113,496 - 3,538,685
Employer - - - - 725,327 725,327
Withdrawals by participants (214,260) (196,986) (2,213,735) (529,413) (219,541) (3,373,935)
Interfund transfers (128,351) 475,952 (1,828,383) 1,477,463 3,319 -
Net assets available for benefits at
December 31, 1993 $ 1,485,977 $ 3,448,255 $ 23,960,233 $ 7,423,200 $ 4,260,209 $ 40,577,874
There were 2,331 active participants in the Plan at December 31, 1993.
</TABLE>
</PAGE>
Supplemental Schedules
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Schedule 27a - Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Identity of Issuer,
Borrower, Lessor or Current
Similar Party Description of Investment Cost Value
<S> <S> <C> <C>
Investments
Morrison Restaurants Inc. 431,756 shares of common
stock $ 6,306,611 $ 11,333,595
Other equity securities:
Sun Bank, N.A. 15,177 units of corporate
equity fund 1,148,193 1,604,327
Templeton Growth Fund 98,561 shares of growth
fund 1,486,048 1,736,648
2,634,241 3,340,975
Guaranteed investment
contracts with insurance
companies, at contract
value:
Continental Assurance Guaranteed investment
Company contract 2,132,177 2,132,177
Allstate Life Insurance Guaranteed investment
Company contracts #GA-4894 and
#GA-5050 11,485,615 11,485,615
Principal Mutual Life Guaranteed investment
Insurance Company contract 2,287,755 2,287,755
First Wisconsin National Guaranteed investment
Bank contract 4,395,496 4,395,496
Life Insurance of Guaranteed investment
Virginia contract 1,375,278 1,375,278
21,676,321 21,676,321
Totals $ 30,617,173 $ 36,350,891
Cash
Amsouth Bank, N.A. Master money market
account $ 3,709,643 $ 3,709,643
</TABLE>
</PAGE>
<PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Item 27d - Schedule of Reportable (5%) Transactions
Year Ended December 31, 1993
<CAPTION>
Current Value
of Asset on
Purchase Selling Cost of Transaction Net Gain
Identity of Party Involved Description of Assets Price Price Asset Date or (Loss)
<S> <S> <C> <C> <C> <C> <C>
ASO Outlook Group Prime
Obligation Money market account $ 16,105,660 $ - $ 16,105,660 $ 16,105,660 $ _
ASO Outlook Group Prime
Obligation Money market account - 15,724,128 15,724,128 15,724,128 _
First Wisconsin National Bank Guaranteed investment contract 2,533,306 - 2,533,306 2,533,306 _
First Wisconsin National Bank Guaranteed investment contract - 275,300 275,300 275,300 _
State Mutual Life Assurance Guaranteed investment contract - 3,507,173 3,507,173 3,507,173 _
State Mutual Life Assurance Guaranteed investment contract 34,436 - 34,436 34,436 _
Continental Assurance
Company Guaranteed investment contract 362,832 - 362,832 362,832 _
Continental Assurance
Company Guaranteed investment contract - 3,127,718 3,127,718 3,127,718 _
Morrison Restaurants Inc. 122,966 shares of common stock 2,590,213 - 2,590,213 2,590,213 _
</TABLE>
</PAGE>
CONSENT OF ERNST & YOUNG INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20585, Post-Effective Amendment No. 1)
pertaining to the Salary Deferral 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. Salary Deferral Plan included in this Annual
Report (Form 11-K) for the year ended December 31, 1993.
/s/ Ernst and Young
Ernst & Young
Birmingham, Alabama
June 28, 1994
Page 20
