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, 1994
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 19
pages.
Page 1 of 1
EXHIBIT INDEX
Exhibit Page
Number Description Number
13 Annual Report to Security-Holders 4
23 Consent of Independent Auditors 19
Page 2 of 19
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 May 12, 1995 /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, 1994 and 1993
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, 1994 and 1993, 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, 1994 and 1993, 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, 1994, 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 1994 financial statements and, in our opinion, are fairly stated in all
material respects in relation to the 1994 financial statements taken as a
whole.
/s/ Ernst & Young LLP
Ernst & Young LLP
April 14, 1995
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Statements of Net Assets Available for Benefits
<CAPTION>
December 31
1994 1993
<S> <C> <C>
Assets
Investments, at fair value:
Morrison Restaurants Inc.
common stock $ 12,982,991 $ 11,333,595
Other equity securities:
Delaware Group Value Fund 1,874,802 -
Sun Bank Corporate Equity Fund - 1,604,327
Templeton Growth Fund 1,778,194 1,736,648
16,635,987 14,674,570
Guaranteed investment contracts
with insurance companies,
at contract value 20,760,985 21,676,321
Total investments 37,396,972 36,350,891
Contributions receivable:
Participants 387,372 423,933
Employer 81,700 87,035
469,072 510,968
Dividends and interest receivable 26,135 6,372
Total receivables 495,207 517,340
Cash 3,150,417 3,709,643
Net assets available for benefits $ 41,042,596 $40,577,874
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
1994 1993
<S> <C> <C>
Net investment income:
Dividends on Morrison
Restaurants Inc. common stock $ 165,739 $ 115,016
Other dividends 225,994 94,280
Interest 1,728,016 1,874,826
2,119,749 2,084,122
Administrative expenses (201,368) (181,412)
1,918,381 1,902,710
Net (depreciation) appreciation in
fair value of investments (1,108,006) 3,115,979
Contributions:
Participants 3,772,436 3,538,685
Employer 778,489 725,327
4,550,925 4,264,012
Withdrawals by participants (4,896,578) (3,373,935)
Net additions 464,722 5,908,766
Net assets available for benefits
at beginning of year 40,577,874 34,669,108
Net assets available for benefits
at end of year $ 41,042,596 $ 40,577,874
See accompanying notes.
</TABLE>
</PAGE>
<PAGE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements
December 31, 1994 and 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.
Certain previously reported amounts have been reclassified to conform
to the current year's presentation. Such reclassifications have no
effect on previously reported net assets available for benefits.
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 of Alabama, trustee for the Plan. Smith Barney Shearson
Inc. is the investment advisor for the Plan assets. AmSouth Bank of
Alabama 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 pla
</PAGE>
<PAGE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
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.
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. Participants contributing a pre-tax contribution of at
least 2% may elect to make after-tax contributions not in excess of
10% of annual earnings.
These investment alternatives are:
Short-Term Investment Fund (Money Market 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
</PAGE>
<PAGE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
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.
Morrison Stock Fund
The investment policy of the Morrison stock fund is to allow
participants to participate in the profits of the Company. These
assets 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 are 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 of Alabama except for its guaranteed investment contracts
with insurance companies (see Note 6) and its investments in mutual
funds which are held by the funds themselves.
The Plan's investments (including investments bought, sold and held
during the year) (depreciated) appreciated in value by $(1,108,006)
and $3,115,979 during the years ended December 31, 1994 and 1993,
respectively, as shown on the following page:
</PAGE>
<PAGE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
<TABLE>
3. Investments (continued)
<CAPTION>
Year Ended December 31
1994 1993
<S> <C> <C>
Morrison Restaurants Inc.
common stock $ (774,536) $ 2,721,988
Other securities:
Sun Bank Corporate Equity Fund (85,736) 143,391
Delaware Group Value Fund (103,204) -
Templeton Growth Fund (144,530) 250,600
Totals $ (1,108,006) $ 3,115,979
</TABLE>
The fair values of individual investments that represent 5% or more of
the Plan's net assets at December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Morrison Restaurants Inc.
common stock $12,982,991 $11,333,595
Continental Assurance Company,
guaranteed investment contract - 2,132,177
Allstate Life Insurance Company,
guaranteed investment contract #GA-4894 2,737,520 5,175,508
Allstate Life Insurance Company,
guaranteed investment contract #GA-5050 6,855,932 6,310,107
New York Life Insurance Company,
guaranteed investment contract 2,076,157 -
Principal Mutual Life Insurance Company,
guaranteed investment contract 2,453,617 2,287,755
First Wisconsin National Bank,
guaranteed investment contract 2,102,096 4,395,496
AmSouth Master Money Market account 3,150,417 3,709,643
The Plan's exposure to accounting loss with respect to these financial
instruments is limited to the carrying values stated above.
</TABLE>
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.
</PAGE>
<PAGE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
5. Transactions with Parties-In-Interest
The Morrison Stock Fund and the Post-1989 Stock Match Fund invest
primarily in Morrison Restaurants Inc. common stock. At December 31,
1994 and 1993, these funds held 529,918 and 431,756 shares of this
stock, respectively, with market values of $12,982,991 or $24.50 per
share and $11,333,595 or $26.25 per share, respectively.
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 6.10% and 8.61%. 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, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Continental Assurance Company,
guaranteed investment contract $ - $ 2,132,177
Allstate Life Insurance Company,
guaranteed investment contract #GA-4894 2,737,520 5,175,508
Allstate Life Insurance Company,
guaranteed investment contract #GA-5050 6,855,932 6,310,107
New York Life Insurance Company,
guaranteed investment contract 2,076,157 -
Principal Mutual Life Insurance Company,
guaranteed investment contract 2,453,617 2,287,755
First Wisconsin National Bank,
guaranteed investment contract 2,102,096 4,395,496
Hartford Life Insurance Company,
guaranteed investment contract 1,033,438 -
State Mutual Life Insurance Company,
guaranteed investment contract 1,026,526 -
Protective Life Insurance Company,
guaranteed investment contract 1,016,529 -
Life Insurance of Virginia,
guaranteed investment contract 1,459,170 1,375,278
Totals $ 20,760,985 $ 21,676,321
</TABLE>
</PAGE>
<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, 1994
and 1993 was as follows:
<CAPTION>
Money Fixed Morrison Post-1989
Market Equity Income Stock Stock Match
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
December 31, 1994
Assets
Investments, at fair value:
Morrison Restaurants Inc. common stock $ - $ - $ 24,500 $ 8,637,121 $ 4,321,370 $ 12,982,991
Other equity securities:
Templeton Growth Fund - 1,778,194 - - - 1,778,194
Delaware Group Fund - 1,874,802 - - - 1,874,802
Guaranteed investment contracts,
at contract value - - 20,760,985 - - 20,760,985
Total Investments - 3,652,996 20,785,485 8,637,121 4,321,370 37,396,972
Contributions receivable:
Participants 14,060 46,588 123,980 202,744 - 387,372
Employer - - - - 81,700 81,700
14,060 46,588 123,980 202,744 81,700 469,072
Dividends and interest receivable 5,772 652 18,905 626 180 26,135
Cash 1,363,479 174,909 1,276,239 333,415 2,375 3,150,417
Net assets available for benefits $ 1,383,311 $ 3,875,145 $ 22,204,609 $ 9,173,906 $ 4,405,625 $ 41,042,596
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<CAPTION>
Money Fixed Morrison Post-1989
Market 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,
at contract value - - 21,676,321 - - 21,676,321
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)
Changes in net assets available for benefits for each of the two years in the period ended December 31,
1994 were allocated to separate investment programs as follows:
<CAPTION>
Money Fixed Morrison Post-1989
Market 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, 1993 $ 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 - 94,280 - - - 94,280
Interest income 39,194 12,850 1,818,680 2,872 1,230 1,874,826
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
Dividends on Morrison Restaurants Inc.
common stock - - 55 109,546 56,138 165,739
Other dividends - 225,994 - - - 225,994
Interest income 51,559 8,263 1,653,528 12,894 1,772 1,728,016
Administrative expenses (9,010) (41,011) (101,075) (33,733) (16,539) (201,368)
Net (depreciation) appreciation in
fair value of investments - (333,470) 3,740 (466,066) (312,210) (1,108,006)
Contributions:
Participants 181,302 491,019 1,491,064 1,609,051 - 3,772,436
Employer - - - - 778,489 778,489
Withdrawals by participants (223,123) (342,112) (3,180,545) (805,109) (345,689) (4,896,578)
Interfund transfers (103,394) 418,207 (1,622,391) 1,324,123 (16,545) -
Net assets available for benefits at
December 31, 1994 $ 1,383,311 $ 3,875,145 $ 22,204,609 $ 9,173,906 $ 4,405,625 $ 41,042,596
There were 2,331 active participants in the Plan at December 31, 1994.
</TABLE>
</PAGE>
<PAGE>
Supplemental Schedules
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Schedule 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
<CAPTION>
Identity of Issuer,
Borrower, Lessor or Description of Current
Similar Party Investment Cost Value
<S> <C> <C> <C>
Investments
Morrison Restaurants Inc. 529,918 shares of
common stock $ 8,875,025 $12,982,991
Other equity securities:
Delaware Group Value Fund 99,354 units of
equity fund 1,978,006 1,874,802
Templeton Growth Fund 109,562 shares of
growth fund 1,672,124 1,778,194
12,525,155 16,635,987
Guaranteed investment
contracts with insurance
companies, at contract
value:
Allstate Life Insurance Guaranteed investment
Company contracts #GA-4894
and #GA-5050 9,593,452 9,593,452
Principal Mutual Life Guaranteed investment
Insurance Company contract 2,453,617 2,453,617
First Wisconsin National Guaranteed investment
Bank contract 2,102,096 2,102,096
New York Life Insurance Guaranteed investment
Company contract 2,076,157 2,076,157
Hartford Life Insurance Guaranteed investment
Company contract 1,033,438 1,033,438
State Mutual Life Guaranteed investment
Insurance Company contract 1,026,526 1,026,526
Protective Life Insurance Guaranteed investment
Company contract 1,016,529 1,016,529
Life Insurance of Guaranteed investment
Virginia contract 1,459,170 1,459,170
20,760,985 20,760,985
Totals $ 33,286,140 $ 37,396,972
Cash
AmSouth Bank of Alabama Master money market
account $ 3,150,417 $ 3,150,417
</TABLE>
</PAGE>
<PAGE>
<TABLE>
Morrison Restaurants Inc. Salary Deferral Plan
Item 27d - Schedule of Reportable (5%) Transactions
Year Ended December 31, 1994
<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> <C> <C> <C> <C> <C> <C>
ASO Outlook Group Prime
Obligation Money market account $ 19,016,536 $ - $ 19,016,536 $19,016,536 $ -
ASO Outlook Group Prime
Obligation Money market account - 19,575,762 19,575,762 19,575,762 -
First Wisconsin National Bank Guaranteed investment contract 206,600 - 206,600 206,600 -
First Wisconsin National Bank Guaranteed investment contract - 2,500,000 2,500,000 2,500,000 -
Allstate Life Insurance Company Guaranteed investment contract,
#GA-4894 372,437 - 372,437 372,437 -
#GA-5050 545,825 - 545,825 545,825 -
Allstate Life Insurance Company Guaranteed investment contract
#GA-4894 - 2,810,425 2,810,425 2,810,425 -
New York Life Assurance Guaranteed investment contract 2,076,157 - 2,076,157 2,076,157 -
Continental Assurance
Company Guaranteed investment contract 60,591 - 60,591 60,591 -
Continental Assurance
Company Guaranteed investment contract - 2,192,768 2,192,768 2,192,768 -
Morrison Restaurants Inc. 114,935 shares of common stock 2,847,841 - 2,847,841 2,847,841 -
Morrison Restaurants Inc. 16,507 shares of common stock - 419,323 279,427 419,323 139,896
Sun Bank, N.A. Corporate Equity Fund 418,776 - 418,776 418,776 -
Sun Bank, N.A. Corporate Equity Fund - 1,938,087 1,566,969 1,938,087 371,118
</TABLE>
</PAGE>
CONSENT OF ERNST & YOUNG LLP 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 14, 1995, 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, 1994.
/s/ Ernst & Young LLP
Ernst & Young LLP
Birmingham, Alabama
May 15, 1995
