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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARCH 14, 1996 (MARCH 6, 1996)
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Date of Report (Date of earliest event reported)
RUBY TUESDAY, INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 1-12454 63-0475239
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
4721 MORRISON DRIVE
P.O. Box 160266
MOBILE ALABAMA 36625
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(Address of principal executive offices) (Zip Code)
(334) 344-3000
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(Registrant's telephone number, including area code)
MORRISON RESTAURANTS, INC.
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(former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Registrant is the successor to Morrison Restaurants Inc., a Delaware
corporation ("MRI"), as a result of the reincorporation (the "Reincorporation")
of MRI in Georgia pursuant to a statutory merger effective March 9, 1996. In the
Reincorporation, the Registrant effected a one-for-two reverse stock split of
its Common Stock. Substantially simultaneously with the Reincorporation, Ruby
Tuesday, Inc., a then wholly-owned Delaware subsidiary of MRI, was merged with
and into the Registrant and, in such merger, the name of the Registrant was
changed to "Ruby Tuesday, Inc."
The Reincorporation, the reverse stock split and the change in name were
effected in connection with the distribution (the "Distribution") by MRI to its
stockholders of all of the issued and outstanding shares of Common Stock of
Morrison Health Care, Inc. and Morrison Fresh Cooking, Inc., then wholly-owned
subsidiaries of MRI. The Distribution was effected on March 9, 1996 to MRI
stockholders of record as of the close of business on March 8, 1996. In the
Distribution, MRI stockholders received (i) one share of Common Stock of
Morrison Health Care, Inc. for every three shares of Common Stock of MRI held
and (ii) one share of Common Stock of Morrison Fresh Cooking, Inc. for every
four shares of Common Stock of MRI held. Fractional shares otherwise issuable
as a result of the Reincorporation and the Distribution were aggregated and sold
in the open market by an independent agent. MRI stockholders who were otherwise
entitled to receive fractional shares will receive a cash payment for the amount
of their allocable share of the sale proceeds of the fractional shares. The
Distribution was effected to separate MRI into three independent publicly owned
companies, as more fully described in MRI's Notice of Special Meeting and Proxy
Statement dated February 6, 1996 which is incorporated herein by reference.
In anticipation of the Distribution, Registrant entered into a Credit
Agreement dated as of March 6, 1996 (the "Credit Agreement") with SunTrust Bank,
Atlanta, for itself and as Agent and Administrative Agent ("SunTrust"), and the
other lenders signatories thereto ("Lenders"), which provides for a five-year
credit facility for the Registrant of up to $100,000,000 (the "Credit
Facility"). The Credit Facility consists of a revolving credit facility of up to
$50,000,000 (the "Revolving Credit Facility") and a term loan facility of
$50,000,000 for the Registrant and its subsidiaries. Under the Credit Facility,
the Registrant may, at its election, obtain "Base Rate Advances," "Eurodollar
Advances" or, for the Revolving Credit Facility only, "Money Market Loans" (all
as defined in the Credit Agreement). Base Rate Advances under the Credit
Facility will bear interest at a rate equal to the higher of (i) SunTrust's
prime lending rate or (ii) the federal funds rate plus one half of one percent
(0.50%) per annum. Eurodollar Advances under the Credit Facility will bear
interest at the relevant LIBOR plus seven sixteenths of one percent (.4375%) per
annum. Money Market Loans will bear interest at a fixed rate agreed upon by the
Registrant and the appropriate Lender. The Registrant used $83 million of the
proceeds of the Credit Facility plus funds from other sources to repay $90
million in principal of pre-Distribution indebtedness of MRI. Future proceeds of
the Revolving Credit Facility may be used solely
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to acquire and construct additional restaurants, to fund working capital needs
of the Registrant and for other general corporate purposes. The Credit Agreement
requires the Registrant to maintain minimum levels of net worth and certain
minimum financial ratios, including the requirement that Registrant generally
maintain a consolidated net worth of $180,000,000, plus fifty percent (50%) of
consolidated net income for periods after June 2, 1996, plus an amount equal to
100% of the net proceeds of all issuances of stock, subordinated debt or other
equity of the Registrant issued after the date of the Credit Agreement. The
Credit Agreement is attached as Exhibit 99.3 and is incorporated by reference
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herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Agreement and Plan of Merger dated as of March 2, 1996 between
Morrison Restaurants Inc. and Ruby Tuesday (Georgia), Inc.
(n/k/a Ruby Tuesday, Inc.) (1)
99.2 Agreement and Plan of Merger dated as of March 2, 1996 between
Ruby Tuesday, Inc., a Delaware corporation, and Ruby Tuesday
(Georgia), Inc. (n/k/a Ruby Tuesday, Inc.) (1)
99.3 Credit Agreement dated as of March 6, 1996 among the
Registrant, SunTrust Bank, Atlanta, for itself and as
Agent and Administrative Agent, and the other lenders
signatories thereto. (2)
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(1) Included in and incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form 8-B filed with the Securities
and Exchange Commission on March 15, 1996 (File No. 1-12454).
(2) Incorporated by reference to Exhibit 10.40 to Registrant's Registration
Statement on Form 8-B filed with the Securities and Exchange Commission on
March 15, 1996 (File No. 1-12454).
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SIGNATURE
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.
RUBY TUESDAY, INC.
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(Registrant)
By: /s/ J. Russell Mothershed
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J. Russell Mothershed
Senior Vice President, Finance
Date: March 15, 1996
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
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99.1 Agreement and Plan of Merger dated as of
March 2, 1996 between Morrison Restaurants
Inc. and Ruby Tuesday (Georgia), Inc.
(n/k/a Ruby Tuesday, Inc.) (1)
99.2 Agreement and Plan of Merger dated as of
March 2, 1996 between Ruby Tuesday, Inc.,
a Delaware corporation, and Ruby Tuesday
(Georgia), Inc. (n/k/a Ruby Tuesday, Inc.)
(1)
99.3 Credit Agreement dated as of March 6, 1996
among the Registrant, SunTrust Bank, Atlanta,
for itself and as Agent and Administrative
Agent, and the other lenders signatories
thereto. (2)
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(1) Included in and incorporated by reference to Exhibit 3.1 to the
Registrant's Statement on Form 8-B filed with the Securities and Exchange
Commission on March 15, 1996 (File No. 1-12454).
(2) Incorporated by reference to Exhibit 10.40 to Registrant's Registration
Statement on Form 8-B filed with the Securities and Exchange Commission on
March 15, 1996 (File No. 1-12454).
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