SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 5, 1995 (September 27, 1995)
Date of report (Date of earliest event reported)
MORRISON RESTAURANTS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-12454 63-0475239
(Commission File Number) (I.R.S. Employer
Identification No.)
4721 Morrison Drive
P.O.Box 160266
Mobile, Alabama 36625
(Address of Principal Executive Offices) (Zip Code)
(334) 344-3000
(Registrant's Telephone Number)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On September 27, 1995 the Registrant announced that its
Board of Directors approved a plan to spin off its family dining
and health-care businesses to shareholders to create three
separate publicly held corporations through tax-free
transactions. The three independent companies will be Ruby
Tuesday, Inc., which will operate the Registrant's current
specialty restaurant business; Morrison Fresh Cooking, Inc.,
consisting of the Registrant's current family dining business;
and Morrison Health Care, Inc., succeeding to the Registrant's
existing health- care contract-feeding business.
Founded in 1920 as a unique cafeteria concept, the
Registrant has grown during its 75-year history into a
diversified restaurant, cafeteria and contract-feeding company.
The Registrant entered the casual dining market in 1982 by
acquiring Ruby Tuesday and expanded its specialty restaurant
operations through internally developed concepts such as
Mozzarella's Cafes and by acquiring Tia's, a Tex-Mex restaurant
concept, in January 1995.
The Registrant's contract-feeding business has its origin in
the health-care food-service with its self-developed operations
which began in the early 1950s. The Registrant expanded this
business by acquiring various contract-feeding businesses and
combining them with internally-generated operations. In August
1994, the Registrant sold or closed all of its non-health-care
related contract-feeding division assets, and reorganized its
remaining contract-feeding operations into the Health Care
Division of its Morrison Group.
The distribution plan calls for holders of shares of
Morrison Common Stock to receive one share of Morrison Health
Care, Inc. Common Stock (the proposed name for the company that
will operate Morrison's health-care business) for every three
Morrison shares now held; and one share of Morrison Fresh
Cooking, Inc. (the proposed name for the company that will
operate Morrison's family dining business) for every four shares
now held. The name of the existing company will be changed to
Ruby Tuesday, Inc. and through a reverse stock split,
shareholders will receive one share of Ruby Tuesday, Inc. Common
Stock for every two Morrison shares they currently hold.
After considerable study and detailed analysis, the Board of
Directors concluded that its three main businesses had reached
the stage of maturity where they will be best positioned as
independent, publicly owned companies.
Noting that its three businesses operate under different
market and competitive conditions with unique management and
capital needs, the Registrant's Board of Directors determined
that the new structure will allow the management of each company
to focus more intensively on its own business and provide each
company flexibility to grow in a manner best suited for its
business and its market. The planned separation will also enable
the management of each company to design corporate policies and
strategies that will be based primarily on the characteristics of
its own business and to concentrate its financial resources
wholly on its own operations. Each company will be in a position
to access directly the capital markets and will not compete with
each other for allocation of the Registrant's financial
resources.
The creation of a public market for each of the three
businesses will establish a value for each company that is
independent of the other businesses. This will enhance the
ability of each company to attract, motivate and retain qualified
executives and key employees by designing effective incentive-
based compensation programs based solely on each company's
performance. In addition, the newly created securities will
facilitate development by enhancing the ability of each company
to enter into merger and acquisition transactions using its own
stock.
The Board of Directors also concluded that the new structure
will provide investors and securities analysts a clearer basis on
which to analyze the financial performance of the three
businesses. The separate businesses will be more accurately
valued, based on their respective performance and prospects. The
stock of each of the three companies will also appeal to
investors with differing investment objectives, risk tolerance
and dividend expectations and will allow potential investors to
direct their investments more directly to the areas of their
primary interest.
Sandy Beall, Chairman and Chief Executive Officer of the
Registrant, will become Chairman and Chief Executive Officer of
Ruby Tuesday, Inc.
John McKinnon, currently a director of the Registrant and a
former President of Sara Lee Corporation, will become Chairman of
Morrison Health Care, Inc. Glenn Davenport, who is currently
President of the Health Care Division, will be President and
Chief Executive Officer of Morrison Health Care, Inc.
Dolph W. von Arx, who is currently a director of the
Registrant and was formerly Chairman of the Board, President and
Chief Executive Officer of RJR Nabisco's Planters LifeSavers
Company, will become Chairman of Morrison Fresh Cooking, Inc.
Ronnie Tatum, currently President of Morrison's Family Dining
Division, will become Chief Executive Officer, and Chris Elliott,
who is currently Senior Vice President, Operations, of the Family
Dining Division, will become President.
The Registrant does not expect staff reductions or employee
layoffs as a result of the distribution.
Ruby Tuesday, Inc. will operate the specialty restaurant
business currently conducted by the Ruby Tuesday Group. As of
September 2, 1995, the Ruby Tuesday Group operated 283 Ruby
Tuesday's, 47 Mozzarella's and 16 Tia's restaurants. It had
revenues of $514.9 million for fiscal year ended June 3, 1995.
Morrison Fresh Cooking, Inc. will operate the business
currently conducted by the Family Dining Division of the Morrison
Group. The Family Dining Division operates 145 traditional
cafeterias, six small cafeterias and 26 quick-service
restaurants. It had revenues of $294.5 million for fiscal year
1995.
Morrison Health Care, Inc. will operate the business
currently conducted by the Health Care Division of the Morrison
Group. The Health Care Division, with 289 accounts, is one of
the leading providers of food and nutrition services to hospital
and health-care facilities across North America. The Health Care
Division accounts range in size from 100-bed specialty hospitals
to facilities with over 2,000 beds. It had revenues of $225.3
million for fiscal year 1995.
The Plan of Distribution is subject to a number of
conditions, including shareholder approval. It is contemplated
that the spin-off will occur late in the first calendar quarter
of 1996.
Signatures
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
MORRISON RESTAURANTS INC.
(Registrant)
10/05/95 s/ J. Russell Mothershed
DATE J. RUSSELL MOTHERSHED
Senior Vice President, Finance
(Senior Vice President and
Principal Accounting Officer)
