SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(AMENDMENT NO. 1)
Ruby Tuesday, Inc.
(Name of Issuer)
Ruby Tuesday, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
781182-10-0
(CUSIP Number of Class of Securities)
J. Russell Mothershed
Senior Vice President and Chief Financial Officer
Ruby Tuesday, Inc.
Post Office Box 160266
4721 Morrison Drive
Mobile, Alabama 36625
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
(404) 572-6600
May 2, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE:
Transaction Amount of
Valuation*: $22,000,000 Filing Fee: $4,400
* Based upon the purchase of 1,000,000 Shares (the maximum number of
Shares offered to be purchased) at $22.00 per Share (the maximum per Share
purchase price which may be selected by the Company pursuant to the tender
offer).
"x Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or
the Form or Schedule and date of its filing.
Amount Previously Paid: $4,400
Form or Registration No.: Schedule 13E-4
Filing Party: Ruby Tuesday, Inc.
Date Filed: May 2, 1997
INTRODUCTORY STATEMENT
This Amendment No. 1 amends the Issuer Tender Offer Statement on
Schedule 13E-4 (the "Schedule 13E-4") previously filed with the Securities
and Exchange Commission on May 2, 1997 by Ruby Tuesday, Inc., a Georgia
corporation (the "Company"), in connection with the Company's offer to
purchase up to 1,000,000 shares of its Common Stock, $.01 par value per
share (the "Common Stock") including the associated rights to purchase
Series A Junior Participating Preferred Stock (the "Rights") issued
pursuant to the Rights Agreement between AmSouth Bank of Alabama (together,
the Common Stock and the Rights are referred to as the "Shares"), at prices
not in excess of $22.00 nor less that $20.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions of the Offer to
Purchase dated May 2, 1997 (the "Offer to Purchase") and the related Letter
of Transmittal (which, together with the Offer to Purchase, constitutes the
"Offer"), copies of which were attached as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule 13E-4. The Offer was terminated at 5:00
p.m., New York City Time, on June 2, 1997
The following information amends the information previously included
in the Schedule 13E-4.
ITEM 1. SECURITY AND ISSUER.
The following is hereby added to the information previously set for
under Item 1(b) of the Schedule 13E-4:
The Offer expired at 5:00 p.m. New York City time on Monday, June 2,
1997. The exact amount of Shares acquired pursuant to the Offer was
670,512 at a purchase price of $22.00 per Share, for a total
aggregate purchase price of $14,751,264, plus the fees and expenses
associated with the Offer. The Company has accepted all Shares
properly tendered pursuant to the Offer.
ITEM 2. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
(a) (9) Text of Press Release dated June 3, 1997.
(10) Text of Press Release dated June 9, 1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
RUBY TUESDAY, INC.
By: /s/ J. Russell Mothershed
J. Russell Mothershed
Senior Vice President and
Chief Financial Officer
Dated: June 9, 1997
EXHIBIT INDEX
DESCRIPTION EXHIBIT
(a) (9) Text of Press Release dated June 3, 1997.
(10) Text of Press Release dated June 9, 1997.
Exhibit (a)(9)
Ruby Tuesday, Inc.
Ruby Tuesday, Inc. Announces Results of its "Dutch Auction" Tender Offer
Mobile, AL - June 3, 1997 Ruby Tuesday, Inc. (NYSE:
RI) today announced the preliminary results of its "dutch auction" tender
offer which expired Monday, June 2, 1997 at 5:00 p.m. New York City time.
The preliminary count of Harris Trust Company of New York, depository
for the offer, indicated that 676,028 shares were tendered and not withdrawn
at or below $22.00 per share. The number of shares tendered includes 77,284
shares tendered pursuant to guaranteed delivery. The Company expects to
purchase all shares tendered.
The determination of the actual number of shares to be purchased and
the purchase price are subject to final confirmation and the proper delivery
of all shares tendered and not withdrawn, including shares tendered pursuant
to the guaranteed delivery procedure.
The shares expect to be purchased represent approximately 3.84 percent
of the Company's shares outstanding immediately prior to the offer. After
purchasing the shares, the Company will have approximately 17,039,785 shares
outstanding.
Ruby Tuesday, Inc. announced the tender offer on May 1, 1997,
expressing its intentions to purchase up to 1,000,000 shares at a purchase
price ranging from $20.00 to $22.00 per share.
The shares of common stock expected to be purchased in the "dutch
auction" are a component of the Company's stock repurchase programs, which
programs provide for the repurchase of Company stock whenever cash flow
exceeds funding requirements while maintaining the target capital structure.
Including the expected purchase of the shares tendered in the "dutch
auction," the Company will have acquired 1,994,757 shares of its common stock
under such repurchase plans. The Company intends to continue to periodically
repurchase stock under such stock repurchase programs.
Ruby Tuesday, Inc. is one of the leading casual-dining restaurant
companies in America. As of March 1, 1997, Ruby Tuesday, Inc. owned and
operated 386 restaurants, including 319 Ruby Tuesdays, 48 Mozzarella's Cafes,
and 19 Tia's Tex-Mex restaurants, located in 33 states. Ruby Tuesday, Inc.
is traded on the New York Stock Exchange (Symbol: RI).
Ruby Tuesday, Inc.
Form more information, contact: Phone: 334-344-3000
Sandy E. Beall, III J. Russell Mothershed Margie Naman
Chairman and Chief Sr. Vice President and Vice President
Executive Officer Chief Financial Officer Investor Relations
Exhibit (a)(10)
Ruby Tuesday, Inc.
Ruby Tuesday, Inc. Announces Conclusion of its "Dutch Auction" Tender Offer
Mobile, AL - June 9, 1997 Ruby Tuesday, Inc. (NYSE: RI) today announced
the conclusion of its "dutch auction" tender offer which expired Monday, June 2,
1997 at 5:00 p.m. New York City time.
The final count of Harris Trust Company of New York, depository for the
offer, established that 670,512 shares were properly tendered and not
withdrawn at or below $22.00 per share. The Company accepted and purchased
at $22.00 per share all shares properly tendered.
The shares purchased represent approximately 3.80 percent of the
Company's shares outstanding immediately prior to the offer. After
purchasing the shares, the Company has approximately 17,049,028 shares
outstanding.
Ruby Tuesday, Inc. announced the tender offer on May 1, 1997,
expressing its intentions to purchase up to 1,000,000 shares at a purchase
price ranging from $20.00 to $22.00 per share.
The shares of common stock purchased in the "dutch auction" are a
component of the Company's stock repurchase programs, which programs provide
for the repurchase of Company stock whenever cash flow exceeds funding
requirements while maintaining the target capital structure. Including the
purchase of the shares tendered in the "dutch auction," the Company has
acquired 1,989,241 shares of its common stock under such repurchase plans.
The Company intends to continue to periodically repurchase stock under such
stock repurchase programs.
Ruby Tuesday, Inc. is one of the leading casual-dining restaurant
companies in America. As of June 1, 1997, Ruby Tuesday, Inc. owned and
operated 393 restaurants, including 325 Ruby Tuesdays, 48 Mozzarella's Cafes,
and 20 Tia's Tex-Mex restaurants, located in 33 states. Ruby Tuesday, Inc.
is traded on the New York Stock Exchange (Symbol: RI).
Ruby Tuesday, Inc.
Form more information, contact: Phone: 334-344-3000
Sandy E. Beall, III J. Russell Mothershed Margie Naman
Chairman and Chief Sr. Vice President and Vice President
Executive Officer Chief Financial Officer Investor Relations
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