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
For the fiscal year end December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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:
RUBY TUESDAY, INC. SALARY DEFERRAL PLAN
B. Name of issuer of the securities held pursuant to the Plan and
address of its principal executive office:
RUBY TUESDAY, INC.
P.O. Box 160266
Mobile, Alabama 36625
Exhibit index appears at page 2. This report contains a total of 22 pages.
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
13 Annual Report to Security-Holders 5
23 Consent of Independent Auditors 22
</PAGE>
<PAGE>
SIGNATURES
Ruby Tuesday, Inc. Salary Deferral Plan. Pursuant to the requirements
of the Securities Exchange Act of 1934, the Compensation Committee of
the Ruby Tuesday, Inc. Salary Deferral Plan have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Ruby Tuesday, Inc.
Salary Deferral Plan
(Name of Plan)
Date JUNE 29, 1998 /s/ Dolph Von Arx
Dolph Von Arx
Director; Chairman, Compensation
Committee
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Financial Statements
and Supplemental Schedules
Years ended December 31, 1997 and 1996
Contents
Report of Independent Auditors.................................5
Audited Financial Statements
Statements of Net Assets Available for Benefits................6
Statements of Changes in Net Assets Available for Benefits.....7
Notes to Financial Statements..................................8
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes....20
Line 27d - Schedule of Reportable (5%) Transactions...........21
</PAGE>
<PAGE>
Report of Independent Auditors
Employee Benefits Committee of
Ruby Tuesday, Inc.
We have audited the accompanying statements of net assets available for
benefits of the Ruby Tuesday, Inc. Salary Deferral Plan as of December 31,
1997 and 1996, 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, 1997 and 1996, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of Assets Held for Investment Purposes as of December 31, 1997,
and Reportable (5%) Transactions for the year then ended, 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 1997 basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the 1997
basic financial statements taken as a whole.
/s/ Ernst & Young LLP
Ernst & Young LLP
Birmingham, Alabama
June 22, 1998
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Statements of Net Assets Available for Benefits
December 31
1997 1996
Assets
Investments, at fair value:
Company stock funds $2,849,988 $2,434,361
Mutual funds 7,015,137 5,200,504
Money market fund and cash 489,994 236,537
Loans to participants 134,648 -
10,489,767 7,871,402
Guaranteed investment contracts
with insurance companies,
at contract value 747,449 1,638,289
Total investments 11,237,216 9,509,691
Contributions receivable:
Participants 132,306 115,970
Employer 23,417 17,379
155,723 133,349
Dividends and interest receivable - 1,564
Total receivables 155,723 134,913
11,392,939 9,644,604
Liabilities
Accrued Expenses - (30,559)
Net assets available for benefits $11,392,939 $9,614,045
See accompanying notes.
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Statements of Changes in Net Assets Available for Benefits
Year ended December 31
1997 1996
Net investment income:
Dividends on Morrison Health
Care Inc. common stock $ 10,510 $ 21,430
Dividends on Morrison
Restaurants, Inc. common stock 2,814 6,120
Other dividends and interest 280,383 608,636
293,707 636,186
Administrative expenses (141,147) (119,810)
152,560 516,376
Net realized and unrealized
appreciation in fair value
of investments 1,546,283 502,123
Contributions:
Participants 1,508,175 1,616,158
Employer 241,441 277,435
1,749,616 1,893,593
Distributions to participants (1,669,565) (27,203,411)
Net additions (deductions) 1,778,894 (24,291,319)
Net assets available for benefits
at beginning of year 9,614,045 33,905,364
Net assets available for benefits
at end of year $ 11,392,939 $ 9,614,045
See accompanying notes.
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements
December 31, 1997 and 1996
1. Significant Accounting Policies
The financial statements of the Ruby Tuesday, 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. Ruby Tuesday,
Inc. common stock, Morrison Health Care, Inc. common stock and Morrison
Restaurants, Inc. common stock are traded on the New York Stock Exchange
and are 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.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to conform to the current
year presentation.
2. Description of the Plan
The Plan was established to provide additional incentive and retirement
security for eligible employees of Ruby Tuesday, Inc. and its subsidiaries
("the Company").
Effective March 9, 1996, in conjunction with the distribution by Morrison
Restaurants Inc. ("MRI") of all the outstanding shares of common stock of
its wholly-owned subsidiaries Morrison Fresh Cooking, Inc. ("MFCI" (later
renamed Morrison Restaurants, Inc.)) and Morrison Health Care, Inc. ("MHCI"),
MRI reincorporated in Georgia, changed its name to Ruby Tuesday (Georgia),
Inc. ("RTI") and the Salary Deferral Plan was renamed the "Ruby Tuesday, Inc.
Salary Deferral Plan."
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
In conjunction with the Distribution, the Company amended the Plan to clarify
that the Distribution did not constitute a termination of employment for
benefit distribution or other related purposes under the Plan so long as a
participant remained continuously employed by RTI, MFCI or MHCI from and
after the Distribution Date. Prior to the Distribution Date, MFCI and MHCI
adopted the Plan but, effective as of the Distribution Date, MFCI and MHCI
withdrew from the Plan and the Plan was renamed the "Ruby Tuesday, Inc.
Salary Deferral Plan" thereafter to be maintained for the benefit of RTI
employees.
In accordance with the terms of the Distribution, MFCI and MHCI each
established as of the Distribution Date a defined contribution savings plan
designed to qualify under Sections 401(a), 401(k) and 4975(e)(7) of the
Internal Revenue Code, and to preserve "protective benefits," within the
meaning of Section 411(d)(6) of the Internal Revenue Code, accrued by
participants under the Plan as of the Distribution Date. Those participants
of the Plan who became employees of either MFCI or MHCI as of the
Distribution Date were given the opportunity to participate in the
Replacement Salary Deferral Plans, with full credit for their service with
the Company prior to the Distribution Date for purposes of determining the
level of each participant's matching contributions.
As of the Distribution Date, MFCI and MHCI requested that RTI, as successor
to the Company, cause a spin-off and transfer from the Salary Deferral Plan
trust to each appropriate Replacement Salary Deferral Plan trust an amount
in kind equal to the aggregate account balances, as of the date of the
transfer, of those Plan participants who, as of the Distribution Date,
became employees of the requesting party.
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. Effective July 1, 1997, the Plan's assets, were moved to
Prudential Investments, trustee for the Plan. Concurrent with the change in
trustee, changes in investments alternatives were instituted.
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
The investment alternatives currently offered are:
Prudential MoneyMart Assets, Inc. (Money Market Fund)
The investment objective of this mutual fund is to maximize current income
consistent with stability of capital and the maintenance of liquidity. The
Fund invests in U.S. Government and agency obligations, bank certificates of
deposit, and commercial paper to provide maximum daily income and liquidity.
Prudential Mutual Fund Management, Inc. ("PMF") is the manager of the Fund.
Aim High Yield Fund and Putnam Diversified Income Trust Fund (Income Funds)
The investment objective of the Aim High Yield Fund is the attainment of a
high level of current income. At least 80% of the value of the Fund's total
assets is invested in debt securities, including convertible debt securities
and/or cash equivalents. AIM Advisors, Inc. ("AIM") serves as the Fund's
investment advisor.
The investment objective of the Putnam Diversified Income Trust Fund is the
attainment of high current income consistent with the preservation of
capital. The Fund invests in three sectors of the fixed-income securities
markets: a U.S. Government Sector, a High Yield Sector, and an International
Sector. The U.S. Government Sector consists primarily of debt obligations
of the U.S. Government. The High Yield Sector consists of high yielding,
lower rated, higher risk U.S. and foreign fixed-income securities. The
International Sector consists of obligations of foreign governments and
other fixed-income securities denominated in foreign currencies. Putnam
Investment Management Inc. is the Fund's investment manager.
Aim Balanced Fund (Balanced Fund)
The investment objective of the Aim Balanced Fund is the achievement of a
high total return consistent with the preservation of capital. The Fund
invests in a diversification of debt and equity securities including common
stocks, preferred stocks, convertible securities and bonds. AIM serves as
the Fund's manager.
Prudential Stock Index Z Fund (Growth & Income Fund)
The investment objective of the Prudential Stock Index Z Fund is to provide
investment results that correspond to the price and yield performance of the
Standard & Poors 500 Composite Stock Price Index
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
(S&P 500). The Fund invests primarily in securities included in the S&P 500
Index in approximately the same proportion as they are represented in the
Index. Prudential Diversified Investment Strategies manages the Fund.
Prudential Equity Fund, Inc. and Franklin Small Cap Growth Fund
(Growth Funds)
The investment objective of both the Prudential Equity Fund, Inc. and the
Franklin Small Cap Growth Fund is the achievement of long-term capital
growth. The Prudential Equity Fund uses a value investment approach to
invest in common stocks of major established companies. The Fund primarily
invests in U.S. companies, however up to 30% of the Fund's assets may be
invested in non-U.S. stocks. PMF is the manager of the Fund.
The Franklin Small Cap Growth Fund invests at least 65% of its total assets
in equity securities of small capitalization companies with market
capitalization of less than $1 billion. Up to 35% of the Fund's assets may
be invested in equity securities of larger capitalization companies and/or
corporate debt. Franklin Advisers, Inc. manages the Fund.
Templeton Growth Fund (International Fund)
The investment objective of the Templeton Growth Fund is the attainment of
long-term capital appreciation. The Fund seeks international diversification
by investing in stocks of companies of any nation. Although the Fund invests
primarily in common stocks, it may also invest in preferred stocks and
certain debt instruments. Templeton Global Advisors, Inc. is the Fund's
manager.
Guaranteed Investment Contracts
See Note 6.
Company Stock Fund
The investment policy of the Ruby Tuesday, Inc. stock fund is to allow
participants to participate in the profits of the Company. These assets
include qualifying employer securities.
In conjunction with the spin-off in March 1996, two additional funds were set
up within the Company Stock Fund to hold shares of MHCI common stock and MFCI
common stock. As a result of the Distribution, the Reincorporation and the
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. Description of Plan (continued)
Reverse Stock Split each holder of MRI common stock became the holder of
(i) one share of RTI common stock for every two shares of MRI common stock
held of record on the Distribution Record Date (ii) one share of MHCI common
stock for every three shares of MRI stock held of record on the Distribution
Record Date, and (iii) one share of MFCI common stock for every four shares
of MRI common stock held of record on the Distribution Record Date.
Participants of the Plan are not allowed to purchase additional shares of
MHCI common stock and MFCI common stock. The Plan sold all MFCI and MHCI
stock during 1997.
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. Matching contributions are
invested entirely in RTI common stock.
Participants or their beneficiaries have a 100% vested interest in the value
of their respective contributions and employer matching accounts. The form
of distribution is a single lump sum payment in cash.
The Plan was amended in 1997 to provide for loans to participants. The
minimum loan amount is $500 and the maximum amount is limited to the lesser
of 50% of the participant's vested account balance or $50,000. The interest
rate charged is fixed at the time of the loan at the prime rate plus 1%.
The Plan may be terminated at any time by the Company's Board of Directors.
Upon termination, 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.
To participate in the Plan, the employee must have completed one year of
service in which they worked at least 1,000 hours, 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.
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
3. Investments
The Plan's investments are held by a trust fund administered by Prudential
Investments 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) appreciated in value by $1,546,283 and $502,123 during the years
ended December 31, 1997 and 1996, respectively, as follows:
Year Ended December 31
1997 1996
Company stock funds $ 755,540 $ 220,864
Mutual funds 817,185 128,311
Guaranteed investment contracts (26,442) 152,948
Totals $ 1,546,283 $ 502,123
The fair values of individual investments that represent 5% or more of the
Plan's net assets at December 31, 1997 and 1996 are as follows:
1997 1996
Investments at fair value as determined
by quoted market prices:
Company stock funds:
Ruby Tuesday, Inc. common stock $ 2,849,988 $ 1,933,285
Mutual Funds:
Putnam Diversified Income Trust
Fund 2,768,562 -
Prudential Equity Fund 3,807,195 -
Delaware Group Value Fund - 1,500,626
Templeton Growth Fund - 1,431,147
Phoenix Multi-sector Fund - 2,268,731
The Plan's exposure to accounting loss with respect to these financial
instruments is limited to the carrying values stated in the Statements of
Net Assets Available for Benefits.
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
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, therefore, the Trust
is 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 Company Stock Fund invests primarily in Company stock except as described
above. At December 31, 1997 and 1996, this fund held 110,679 and 103,109
shares of this stock, respectively, with market values of $2,849,988 or
$25.75 per share and $1,933,285 or $18.75 per share, respectively.
6. Guaranteed Investment Contracts with Insurance Companies
The Plan has guaranteed investment contracts with three insurance companies:
New York Life, Protective Life, and Transamerica Occidental Life. Deposits
made under these contracts earn interest at guaranteed rates between 7.08%
and 7.57%. 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, 1997 and 1996 are shown on the following page.
</PAGE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
6. Guaranteed Investment Contracts with Insurance Companies (continued)
1997 1996
New York Life Insurance Company,
guaranteed investment contract $ 404,526 $ 373,854
Transamerica Occidental Life,
guaranteed investment contract 201,373 175,607
Protective Life Insurance Company,
guaranteed investment contract 141,550 184,312
Principal Mutual Life Insurance Company,
guaranteed investment contract - 221,122
Hartford Life Insurance Company,
guaranteed investment contract - 187,134
State Mutual Life Insurance Company,
guaranteed investment contract - 184,744
Ohio National Life,
guaranteed investment contract - 182,822
Life Insurance of Virginia,
guaranteed investment contract - 128,694
Totals $ 747,449 $ 1,638,289
The average yield on the contracts for the years ended December 31, 1997
and December 31, 1996 was 6.84% and 6.56%, respectively.
The fair value of the contracts determined using the sum of the present
values of each of the contracts' projected cash flows, discounted at the
December 31, 1997 rates based on current yields of similar investments
with comparable durations approximates the contract value of the contracts
at December 31, 1997.
</PAGE>
<TABLE>
Ruby Tuesday, 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, 1997 and 1996 was as follows:
<CAPTION>
Money Guaranteed Growth & Inter- Company
Market Investment Income Balanced Income Growth national Stock
Fund Contracts Funds Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1997
Assets
Investments, at fair value:
Ruby Tuesday, Inc. common
stock $ - $ - $ - $ - $ - $ - $ - $2,849,988 $2,849,988
Mutual funds:
AIM High Yield Fund - - 10,361 - - - - - 10,361
Putnam Diversified Income
Trust Fund - - 2,768,562 - - - - - 2,768,562
AIM Balanced Fund - - - 10,971 - - - - 10,971
Prudential Stock Index Fund - - - - 66,630 - - - 66,630
Franklin Small Cap Growth
Fund - - - - - 63,676 - - 63,676
Prudential Equity Fund - - - - - 3,807,195 - - 3,807,195
Templeton Growth Fund - - - - - - 287,742 - 287,742
Prudential MoneyMart
Assets 489,994 - - - - - - - 489,994
Guaranteed investment
contracts, at contract value - 747,449 - - - - - - 747,449
Loans to participants 11,198 665 11,500 250 - 61,863 2,274 46,898 134,648
Total investments 501,192 748,114 2,790,423 11,221 66,630 3,932,734 290,016 2,896,886 11,237,216
Contributions receivable:
Participants 11,280 - 17,806 1,272 4,333 13,104 44,701 39,810 132,306
Employer - - - - - - - 23,417 23,417
Net assets available
for benefits $512,472 $748,114 $2,808,229 $12,493 $70,963 $3,945,838 $334,717 $2,960,113 $11,392,939
</TABLE>
<TABLE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<CAPTION>
Money Fixed Company
Market Equity Income Stock
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
December 31, 1996
Assets
Investments, at fair value:
Ruby Tuesday, Inc. common stock $ - $ - $ - $ 1,933,285 $ 1,933,285
Morrison Health Care, Inc. common stock - - - 418,553 418,553
Morrison Restaurants, Inc. common stock - - - 82,523 82,523
Other equity securities:
Templeton Growth Fund - 1,431,147 - - 1,431,147
Delaware Group Fund - 1,500,626 - - 1,500,626
Phoenix Multi-sector bond fund - - 2,268,731 - 2,268,731
Cash 207,267 (38,109) 29,255 38,124 236,537
Guaranteed investment contracts,
at contract value - - 1,638,289 - 1,638,289
Total investments 207,267 2,893,664 3,936,275 2,472,485 9,509,691
Contributions receivable:
Participants 6,925 49,067 15,864 44,114 115,970
Employer - - - 17,379 17,379
6,925 49,067 15,864 61,493 133,349
Dividends and interest receivable 805 - 759 - 1,564
Liabilities to the Plan (626) (7,031) (13,136) (9,766) (30,559)
Net assets available for benefits $ 214,371 $ 2,935,700 $3,939,762 $ 2,524,212 $ 9,614,045
</TABLE>
<TABLE>
Ruby Tuesday, 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, 1997 were allocated to separate investment programs
as follows:
<CAPTION>
Money Fixed Company
Market Equity Income Stock
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Net assets available for benefits at
December 31, 1995 $1,126,438 $4,508,831 $20,505,481 $7,764,614 $33,905,364
Dividends on common stock:
Morrison Health Care, Inc. - - - 21,430 21,430
Morrison Restaurants, Inc. - - - 6,120 6,120
Other dividends and interest 17,191 291,393 300,052 - 608,636
Administrative expenses (2,980) (28,469) (44,411) (43,950) (119,810)
Net appreciation in fair value of
investments - 128,311 152,948 220,864 502,123
Contributions:
Participants 103,478 493,518 345,297 673,865 1,616,158
Employer - - - 277,435 277,435
Distributions to participants (966,926) (3,252,203) (17,519,018) (5,465,264) (27,203,411)
Interfund transfers (62,830) 794,319 199,413 (930,902) -
Net assets available for benefits at
December 31, 1996 214,371 2,935,700 3,939,762 2,524,212 9,614,045
Dividends on common stock:
Morrison Health Care, Inc. - - - 10,510 10,510
Morrison Restaurants, Inc. - - - 2,814 2,814
Other dividends and interest 5,248 19,316 80,994 1,753 107,311
Administrative expenses (1,955) (18,634) (30,642) (47,137) (98,368)
Net appreciation in fair value of
investments - 420,615 87,701 481,980 990,296
Contributions:
Participants 45,184 254,357 82,080 246,721 628,342
Employer - - - 94,664 94,664
Distributions to participants (25,885) (216,862) (278,418) (730,323) (1,251,488)
Interfund transfers 284,160 322,573 (453,542) (153,191) -
Transfer to successor trustee (521,123) (3,717,065) (3,427,935) (2,432,003) (10,098,126)
Net assets after transfer to
successor trustee $ -0- $ -0- $ -0- $ -0- $ -0-
</TABLE>
<TABLE>
Ruby Tuesday, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
7. Investment Programs (continued)
<CAPTION>
Money Guaranteed Growth & Inter- Company
Market Investment Income Balanced Income Growth national Stock
Fund Contracts Funds Fund Fund Funds Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Transfer from predecessor
trustee $521,123 $742,595 $2,685,340 $ - $ - $3,717,065 $ - $2,432,003 $10,098,126
Dividends and interest 13,792 26,142 94,596 26 208 33,144 5,164 - 173,072
Administrative expenses (13,450) (51) (12,380) (20) (201) (15,965) 180 (892) (42,779)
Net appreciation (depreciation)
in fair value of investments - - 36,866 176 263 255,750 (10,628) 273,560 555,987
Contributions:
Participants 74,062 - 126,302 4,790 14,857 55,679 327,791 276,352 879,833
Employer - - - - - - - 146,777 146,777
Distributions to participants (45,077) (20,572) (87,575) - (690) (109,371) (3,073) (151,719) (418,077)
Interfund transfers (37,978) - (34,920) 7,521 56,526 9,535 15,283 (15,967) -
Net assets available for
benefits at
December 31, 1997 $512,472 $748,114 $2,808,229 $12,493 $70,963 $3,945,837 $334,717 $2,960,114 $11,392,939
There were 913 active participants in the Plan at December 31, 1997.
</TABLE>
<PAGE>
Ruby Tuesday, Inc. Salary Deferral Plan
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Identity of Issuer,
Borrower, Lessor or Description of Current
Similar Party Investment Cost Value
Investments
Company Stock Funds:
Ruby Tuesday, Inc. 110,679 shares $2,604,855 $2,849,988
of common stock
Mutual Funds:
Aim High Yield 1,020 shares 10,385 10,361
of mutual fund
Putnam Diversified Income 220,076 shares 2,733,214 2,768,562
of mutual fund
Aim Balanced 426 shares 10,902 10,971
of mutual fund
Prudential Stock Index Z 3,049 shares 66,723 66,630
of mutual fund
Prudential Equity 191,798 shares 3,748,492 3,807,195
of mutual fund
Franklin Small Capital 2,777 shares 67,490 63,676
Growth of mutual fund
Templeton Growth 14,832 shares 323,164 287,742
of mutual fund
Total Mutual Funds 6,960,370 7,015,137
Money Market Fund:
Prudential MoneyMart 489,994 shares 489,994 489,994
Assets of mutual fund
Guaranteed Investment
Contracts with Insurance
Companies, at Contract
Value:
New York Life Insurance Guaranteed investment 404,526 404,526
Company contract
Protective Life Insurance Guaranteed investment 141,550 141,550
Company contract
Transamerica Occidental Guaranteed investment 201,373 201,373
Life contract
Total Guaranteed
Investment Contracts 747,449 747,449
Participant Loans Prime + 1% 0 134,648
Total Assets Held for Investment Purposes $10,802,668 $11,237,216
</PAGE>
<TABLE>
Ruby Tuesday, Inc. Salary Deferral Plan
Line 27d - Schedule of Reportable (5%) Transactions
Year Ended December 31, 1997
<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)
Individual Transactions in Excess of 5% of Plan Assets:
<S> <S> <C> <C> <C> <C> <C>
Phoenix Multi-Sector Mutual fund $ 577,000 $ - $ 577,000 $ 577,000 $ -
Prudential Investments MoneyMart Assets mutual fund 521,123 - 521,123 521,123 -
Prudential Investments Prudential Equity mutual fund 3,708,615 - 3,708,615 3,708,615 -
Prudential Investments Putnam Diversified Income
Trust mutual fund 2,674,374 - 2,674,374 2,674,374 -
ASO Outlook Group Prime
Obligation Money market fund - 525,000 525,000 525,000 -
Templeton Fund Mutual fund - 1,812,968 1,425,290 1,812,968 387,678
Delaware Group Value Mutual fund - 1,938,696 1,566,166 1,938,696 372,530
Phoenix Multi-Sector Mutual fund - 2,674,500 2,602,565 2,674,500 71,935
Series of Transactions in Excess of 5% of Plan Assets:
ASO Outlook Group Prime
Obligation Money market fund $ 6,708,059 $ - $ 6,708,059 $ 6,708,059 $ -
Templeton Fund Mutual fund 366,228 - 366,228 366,228 -
Delaware Group Value Mutual fund 366,371 - 366,371 366,371 -
Phoenix Multi-Sector Mutual fund 1,109,042 - 1,109,042 1,109,042 -
Prudential Investments MoneyMart Assets mutual fund 583,854 - 583,854 583,854 -
Prudential Investments Prudential Equity mutual fund 3,960,189 - 3,960,189 3,960,189 -
Prudential Investments Putnam Diversified Income
Trust mutual fund 2,864,170 - 2,864,170 2,864,170 -
Ruby Tuesday Company stock fund 1,078,619 - 1,078,619 1,078,619 -
ASO Outlook Group Prime
Obligation Money market fund - 7,081,258 7,081,258 7,081,258 -
Templeton Fund Mutual fund - 2,014,560 1,593,762 2,014,560 420,798
Delaware Group Value Mutual fund - 2,142,107 1,745,979 2,142,107 396,128
Phoenix Multi-Sector Mutual fund - 3,421,500 3,335,728 3,421,500 85,772
Prudential Investments MoneyMart Assets mutual fund - 93,860 93,860 93,860 -
Prudential Investments Prudential Equity mutual fund - 221,886 211,697 221,886 10,189
Prudential Investments Putnam Diversified Income Trust
mutual fund - 132,533 130,956 132,533 1,577
Ruby Tuesday Company stock fund - 676,321 635,950 676,321 40,371
</TABLE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 No. 33-20585 and Form S-8 No. 333-03153) pertaining to the Salary
Deferral Plan of Ruby Tuesday, Inc. and in the related Prospectus of our
report dated June 22, 1998, with respect to the financial statements and
supplemental schedules of the Ruby Tuesday, Inc. Salary Deferral Plan
included in this Annual Report (Form 11-K) for the year ended December 31,
1997.
/s/ Ernst & Young LLP
Ernst & Young LLP
Birmingham, Alabama
June 22, 1998
