UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 6, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-12454
RUBY TUESDAY, INC.
(Exact name of Registrant as specified in its charter)
GEORGIA 63-0475239
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 West Church Avenue Maryville, TN 37801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423)379-5700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
$0.01 par value Common Stock New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.[X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the closing sale price of Common Stock on
August 12, 1998 as reported on the New York Stock Exchange, was
approximately $498,771,209.
The number of shares of the Registrant's common stock outstanding at
August 12, 1998 was 32,828,029.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended June 6, 1998 are incorporated by reference into Parts I and
II.
Portions of the Registrant's definitive proxy statement dated August 28,
1998 are incorporated by reference into Part III.
Note: This Amendment No. 1 on Form 10-K/A is being filed in order to
amend Item 14 of Part IV of the Registrant's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on September 3, 1998.
The purpose of this amendment is to include the information incorporated
by reference in Item 6 contained under the caption "Summary of
Operations" in the Registrant's Annual Report to Shareholders for the
fiscal year ended June 6, 1998. The information which is contained in
Exhibit 13.1 was inadvertently omitted from the Form 10-K as originally
filed.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are incorporated by reference into
or are filed as a part of this report:
1. Financial Statements:
The following consolidated financial statements and the
independent auditors' report thereon, included in the
Registrant's Annual Report to Shareholders for the fiscal
year ended June 6, 1998, a copy of which is contained in
the exhibits to this report, are incorporated herein by
reference:
Page Reference
in paper version
of Annual Report
to Shareholders
Consolidated Statements of Income for
the fiscal years ended June 6, 1998,
May 31, 1997 and June 1, 1996 18
Consolidated Balance Sheets as of
June 6, 1998 and May 31, 1997 19
Consolidated Statements of Shareholders'
Equity for the fiscal years ended
June 6, 1998, May 31, 1997 and
June 1, 1996 20
Consolidated Statements of Cash Flows
for the fiscal years ended June 6, 1998,
May 31, 1997 and June 1, 1996 21
Notes to Consolidated Financial Statements 22-34
Report of Independent Auditors 35
2. Financial Statement Schedules:
Financial statement schedules are omitted because they are either
not required or the required information is shown in the financial
statements or notes thereto.
3. Exhibits
The following exhibits are filed as part of this report:
RUBY TUESDAY, INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit
Number Description
3.1 Articles of Incorporation and all mergers of Ruby Tuesday,
Inc. (1)
3.2 Bylaws, as amended, of Ruby Tuesday, Inc. (19)
4.1 Specimen Common Stock Certificate. (1)
4.2 Articles of Incorporation and all mergers of Ruby Tuesday,
Inc. (filed as Exhibit 3.1 hereto). (1)
4.3 Bylaws, as amended, of Ruby Tuesday, Inc. (filed as Exhibit
3.2 hereto). (19)
10.1 Executive Supplemental Pension Plan together with First
Amendment made June 30, 1994 and Second Amendment made July
31, 1995.* (2)
10.2 Master Agreement dated as of May 30, 1997 among Ruby Tuesday,
Inc., as Lessee and Guarantor, Atlantic Financial Group ,
LTD., as lessor, AmSouth Bank of Alabama, as a Lender,
Barnett Bank of Jacksonville, N.A., as a Lender, First
American National Bank, as a Lender, Wachovia Bank of
Georgia, N.A., as a Lender, Hibernia National Bank, as a
Lender, First Tennessee Bank, as a Lender, and SunTrust Bank,
Atlanta, as Agent and as a Lender; together with the Lease
Agreement dated as of May 31, 1997 between Atlantic Financial
Group, LTD., as lessor and Ruby Tuesday, Inc. as lessee; and
the Loan Agreement dated as of May 31, 1997 among Atlantic
Financial Group, LTD., as lessor and borrower, the financial
institutions party hereto, as lenders, and SunTrust Bank
Atlanta, as Agent. (17)
10.3 Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors together with First Amendment
dated June 29, 1995.*(3)
10.4 1993 Executive Stock Option Program.* (4)
10.5 1993 Management Stock Option Program (July 1, 1993 - June 30,
1996).* (5)
10.6 [Reserved]
10.7 Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified
Stock Option Plan, and Related Agreement.* (6)
10.8 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive
Plan.* (7)
10.9 Morrison Restaurants Inc. Deferred Compensation Plan, as
restated effective January 1, 1994, together with amended and
restated Trust Agreement (dated December 1, 1992) to Deferred
Compensation Plan.* (8)
10.10 Supply Agreement Between Morrison Restaurants Inc. and
PYA/Monarch, Inc. dated July 8, 1988. (9)
10.11 Letter Agreement dated March 5, 1996 amending Supply Agreement
between Morrison Restaurants Inc. and PYA/Monarch, Inc. (1)
10.12 Morrison Restaurants Inc. Management Retirement Plan together
with First Amendment made June 30, 1994 and Second Amendment
made July 31, 1995.* (10)
10.13 Asset Purchase Agreement dated June 27, 1994, by and among
Morrison Restaurants Inc. and Gardner Merchant Food Services,
Inc. and the related exhibits to such agreement. (11)
10.14 Morrison Restaurants Inc. Salary Deferral Plan, as amended and
restated December 31, 1993, together with First and Second
Amendments to the Plan dated October 21, 1994 and June 30,
1995, respectively.* (12)
10.15 Executive Group Life and Executive Accidental Death and
Dismemberment Plan.* (13)
10.16 Ruby Tuesday, Inc. Salary Deferral Plan Trust Agreement dated
July 1, 1997. (17)
10.17 Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement
dated July 1, 1997. (17)
10.18 Form of Non-Qualified Stock Option Agreement for Executive
Officers Pursuant to the Morrison Restaurants Inc. Stock
Incentive Plan.* (14)
10.19 [Reserved]
10.20 [Reserved]
10.21 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and
Non-Qualified Stock Option Plan.* (15)
10.22 Morrison Restaurants Inc. Executive Life Insurance Plan.* (16)
10.23 Distribution Agreement dated as of March 2, 1996 among Morrison
Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison
Health Care, Inc. (1)
10.24 Amended and Restated Tax Allocation and Indemnification
Agreement dated as of March 2, 1996 among Morrison
Restaurants Inc., Custom Management Corporation of
Pennsylvania, Custom Management Corporation, John C. Metz &
Associates, Inc., Morrison International, Inc., Morrison
Custom Management Corporation of Pennsylvania, Morrison Fresh
Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation,
Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias,
Inc. and Morrison Health Care, Inc. (1)
10.25 Agreement Respecting Employee Benefit Matters dated as of March
2, 1996 among Morrison Restaurants Inc., Morrison Fresh
Cooking, Inc. and Morrison Health Care, Inc. (1)
10.26 License Agreement dated as of March 2, 1996 between Ruby
Tuesday (Georgia), Inc. and Morrison Health Care, Inc. (1)
10.27 Amended and Restated Operating Agreement of MRT Purchasing, LLC
dated as of March 2, 1996 among Morrison Restaurants Inc.,
Ruby Tuesday, Inc., Morrison Fresh Cooking, Inc. and Morrison
Health Care, Inc. (1)
10.28 Form of 1996 Stock Incentive Plan.* (1)
10.29 Form of Second Amendment to Stock Incentive and Deferred
Compensation Plan for Directors.* (1)
10.30 Form of First Amendment to 1993 Non-Executive Stock Incentive
Plan.* (1)
10.31 Form of Third Amendment to Executive Supplemental Pension
Plan.* (1)
10.32 Form of Third Amendment to Management Retirement Plan.* (1)
10.33 Form of Third Amendment to Salary Deferral Plan.* (1)
10.34 Form of First Amendment to Deferred Compensation Plan.* (1)
10.35 Form of Second Amendment to Retirement Plan.* (1)
10.36 Form of Fourth Amendment to 1987 Stock Bonus and Non-Qualified
Stock Option Plan.* (1)
10.37 [Reserved]
10.38 Form of Indemnification Agreement to be entered into with
executive officers and directors. (1)
10.39 Form of Change of Control Agreement to be entered into with
executive officers.* (1)
10.40 Credit Agreement dated as of March 6, 1996 among Ruby Tuesday
(Georgia), Inc., SunTrust Bank, Atlanta, for itself and as
Agent and Administrative Agent, and the other lenders
signatories thereto. (1)
10.41 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Orlando Franchise, L.P.,
d/b/a RT Orlando Franchise Ltd., a Delaware limited
partnership. (17)
10.42 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Tampa Franchise, L.P.,
d/b/a RT Tampa Franchise Ltd., a Delaware limited
partnership. (17)
10.43 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT South Florida Franchise,
L.P., d/b/a RT South Florida Franchise Ltd., a Delaware
limited partnership. (17)
10.44 Loan Facility Agreement and Guaranty dated May 30, 1997 by
and among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
other lender signatories thereto. (18)
10.45 Form of first amendment to Ruby Tuesday, Inc. Deferred
Compensation Plan Trust Agreement.* (19)
10.46 Form of first amendment to Credit Agreement. (19)
10.47 Form of second amendment to Credit Agreement. (19)
10.48 Form of first amendment to Master Agreement. (19)
10.49 Form of first amendment to Loan Facility Agreement and
Guarantee. (19)
10.50 Form of second amendment to Loan Facility Agreement and
Guarantee. (19)
10.51 Form of third amendment to Loan Facility Agreement and
Guarantee. (19)
10.52 Lease agreement dated October 1, 1997 between Riverfront
Capital Business Trust, a Pennsylvania business trust and
Ruby Tuesday, Inc., a Georgia corporation. (19)
10.53 Amended and restated Contribution Agreement dated January 12,
1998, and entered into as of March 20, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, RT Colorado, Inc., a
Colorado corporation and RT Denver Franchise, L.P., a
Delaware limited partner. (19)
10.54 Stock purchase agreement dated January 12, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, Timothy P. Kaliher, RT
Colorado, Inc., a Colorado corporation, and RT Denver
Franchise, L.P., a Delaware limited partnership. (19)
10.55 Purchase agreement dated December 16, 1997 between Ruby
Tuesday, Inc., a Georgia corporation, and RT Southwest
Franchise, LLC, a Delaware limited liability company. (19)
10.56 Purchase agreement dated June 25, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Long Island Franchise,
LLC, a Delaware limited liability company. (19)
10.57 Purchase agreement dated May 7, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT West Palm Beach
Franchise, L.P., a Delaware limited partnership. (19)
11 Statement regarding computation of per share earnings. (19)
13 Annual Report to Shareholders for the fiscal year ended June
6, 1998 (Only portions specifically incorporated by reference
in the Form 10-K are being filed herewith). (19)
13.1 Summary of Operations for the fiscal year ended June 6, 1998
included in the Annual Report to Shareholders.
21 Subsidiaries of Registrant. (19)
23 Consent of Independent Auditors. (19)
27.1 Financial Data Schedule. (19)
27.2 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 29, 1997. (19)
27.3 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 30, 1997. (19)
27.4 Restated Financial Data Schedule as of and for the Year Ended
May 31, 1997. (19)
27.5 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 30, 1996. (19)
27.6 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 31, 1996. (19)
27.7 Restated Financial Data Schedule as of and for the Year Ended
June 1, 1996. (19)
Footnote Description
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to Exhibit of the same number on
Form 8-B dated March 15, 1996 of Ruby Tuesday, Inc. (File No.
0-12454).
(2) Incorporated by reference to Exhibit 10(b) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(3) Incorporated by reference to Exhibit 10(c) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(4) Incorporated by reference to Exhibit 10(d) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(5) Incorporated by reference to Exhibit 10(e) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(6) Incorporated by reference to Exhibit 28.1 to Registration
Statement on Form S-8 of Morrison Restaurants Inc. (Reg. No.
33-13593).
(7) Incorporated by reference to Exhibit 10(h) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(8) Incorporated by reference to Exhibit 10(i) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(9) Incorporated by reference to Exhibit 10(m) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended May 28, 1988 (File No. 0-1750).
(10) Incorporated by reference to Exhibit 10(n) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(11) Incorporated by reference to Exhibit (2) to the Current
Report on Form 8-K dated July 27, 1995 of Morrison
Restaurants Inc. (File No. 1-12454)
(12) Incorporated by reference to Exhibit 10(p) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(13) Incorporated by reference to Exhibit 10(q) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1989 (File No. 0-1750).
(14) Incorporated by reference to Exhibit 10(v) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(15) Incorporated by reference to Exhibit 10(z) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 4, 1994 (File No. 1-12454).
(16) Incorporated by reference to Exhibit 10(a)(a) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 4, 1994 (File No. 1-12454).
(17) Incorporated by reference to Exhibit of the same number on Form
10-K for Ruby Tuesday, Inc. for the fiscal year ended May 31,
1997 (File No. 0-12454).
(18) Incorporated by reference to Exhibit 99.1 on Form 10-Q dated
October 14, 1997 for Ruby Tuesday, Inc. for the three month
period ended August 30, 1997 (File No. 0-12454).
(19) Previously included in the Annual Report on Form 10-K for the
fiscal year ended June 6, 1998 filed with the Securities and
Exchange Commission on September 3, 1998 (File No. 1-12454).
(b) Reports on Form 8-K
None.
(c) Exhibits filed with this report are attached hereto.
(d) The financial statement schedules listed in subsection(a) (2) above
were previously included in the Annual Report on Form 10-K for the
fiscal year ended June 6, 1998 filed with the Securities and
Exchange Commission on September 3, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
RUBY TUESDAY , INC.
(Registrant)
1/26/99 By: /s/ J. RUSSELL MOTHERSHED
DATE J. RUSSELL MOTHERSHED
Senior Vice President and
Chief Financial Officer
RUBY TUESDAY, INC. AND SUBSIDIARIES
LIST OF EXHIBITS
Exhibit
Number Description
3.1 Articles of Incorporation and all mergers of Ruby Tuesday,
Inc. (1)
3.2 Bylaws, as amended, of Ruby Tuesday, Inc. (19)
4.1 Specimen Common Stock Certificate. (1)
4.2 Articles of Incorporation and all mergers of Ruby Tuesday,
Inc. (filed as Exhibit 3.1 hereto). (1)
4.3 Bylaws, as amended, of Ruby Tuesday, Inc. (filed as Exhibit
3.2 hereto). (19)
10.1 Executive Supplemental Pension Plan together with First
Amendment made June 30, 1994 and Second Amendment made July
31, 1995.* (2)
10.2 Master Agreement dated as of May 30, 1997 among Ruby Tuesday,
Inc., as Lessee and Guarantor, Atlantic Financial Group ,
LTD., as lessor, AmSouth Bank of Alabama, as a Lender,
Barnett Bank of Jacksonville, N.A., as a Lender, First
American National Bank, as a Lender, Wachovia Bank of
Georgia, N.A., as a Lender, Hibernia National Bank, as a
Lender, First Tennessee Bank, as a Lender, and SunTrust Bank,
Atlanta, as Agent and as a Lender; together with the Lease
Agreement dated as of May 31, 1997 between Atlantic Financial
Group, LTD., as lessor and Ruby Tuesday, Inc. as lessee; and
the Loan Agreement dated as of May 31, 1997 among Atlantic
Financial Group, LTD., as lessor and borrower, the financial
institutions party hereto, as lenders, and SunTrust Bank
Atlanta, as Agent. (17)
10.3 Morrison Restaurants Inc. Stock Incentive and Deferred
Compensation Plan for Directors together with First Amendment
dated June 29, 1995.*(3)
10.4 1993 Executive Stock Option Program.* (4)
10.5 1993 Management Stock Option Program (July 1, 1993 - June 30,
1996).* (5)
10.6 [Reserved]
10.7 Morrison Restaurants Inc. 1987 Stock Bonus and Non-Qualified
Stock Option Plan, and Related Agreement.* (6)
10.8 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive
Plan.* (7)
10.9 Morrison Restaurants Inc. Deferred Compensation Plan, as
restated effective January 1, 1994, together with amended and
restated Trust Agreement (dated December 1, 1992) to Deferred
Compensation Plan.* (8)
10.10 Supply Agreement Between Morrison Restaurants Inc. and
PYA/Monarch, Inc. dated July 8, 1988. (9)
10.11 Letter Agreement dated March 5, 1996 amending Supply Agreement
between Morrison Restaurants Inc. and PYA/Monarch, Inc. (1)
10.12 Morrison Restaurants Inc. Management Retirement Plan together
with First Amendment made June 30, 1994 and Second Amendment
made July 31, 1995.* (10)
10.13 Asset Purchase Agreement dated June 27, 1994, by and among
Morrison Restaurants Inc. and Gardner Merchant Food Services,
Inc. and the related exhibits to such agreement. (11)
10.14 Morrison Restaurants Inc. Salary Deferral Plan, as amended and
restated December 31, 1993, together with First and Second
Amendments to the Plan dated October 21, 1994 and June 30,
1995, respectively.* (12)
10.15 Executive Group Life and Executive Accidental Death and
Dismemberment Plan.* (13)
10.16 Ruby Tuesday, Inc. Salary Deferral Plan Trust Agreement dated
July 1, 1997. (17)
10.17 Ruby Tuesday, Inc. Deferred Compensation Plan Trust Agreement
dated July 1, 1997. (17)
10.18 Form of Non-Qualified Stock Option Agreement for Executive
Officers Pursuant to the Morrison Restaurants Inc. Stock
Incentive Plan.* (14)
10.19 [Reserved]
10.20 [Reserved]
10.21 Amendments to Morrison Restaurants Inc. 1987 Stock Bonus and
Non-Qualified Stock Option Plan.* (15)
10.22 Morrison Restaurants Inc. Executive Life Insurance Plan.* (16)
10.23 Distribution Agreement dated as of March 2, 1996 among Morrison
Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison
Health Care, Inc. (1)
10.24 Amended and Restated Tax Allocation and Indemnification
Agreement dated as of March 2, 1996 among Morrison
Restaurants Inc., Custom Management Corporation of
Pennsylvania, Custom Management Corporation, John C. Metz &
Associates, Inc., Morrison International, Inc., Morrison
Custom Management Corporation of Pennsylvania, Morrison Fresh
Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation,
Ruby Tuesday (Georgia), Inc., a Georgia corporation, Tias,
Inc. and Morrison Health Care, Inc. (1)
10.25 Agreement Respecting Employee Benefit Matters dated as of March
2, 1996 among Morrison Restaurants Inc., Morrison Fresh
Cooking, Inc. and Morrison Health Care, Inc. (1)
10.26 License Agreement dated as of March 2, 1996 between Ruby
Tuesday (Georgia), Inc. and Morrison Health Care, Inc. (1)
10.27 Amended and Restated Operating Agreement of MRT Purchasing, LLC
dated as of March 2, 1996 among Morrison Restaurants Inc.,
Ruby Tuesday, Inc., Morrison Fresh Cooking, Inc. and Morrison
Health Care, Inc. (1)
10.28 Form of 1996 Stock Incentive Plan.* (1)
10.29 Form of Second Amendment to Stock Incentive and Deferred
Compensation Plan for Directors.* (1)
10.30 Form of First Amendment to 1993 Non-Executive Stock Incentive
Plan.* (1)
10.31 Form of Third Amendment to Executive Supplemental Pension
Plan.* (1)
10.32 Form of Third Amendment to Management Retirement Plan.* (1)
10.33 Form of Third Amendment to Salary Deferral Plan.* (1)
10.34 Form of First Amendment to Deferred Compensation Plan.* (1)
10.35 Form of Second Amendment to Retirement Plan.* (1)
10.36 Form of Fourth Amendment to 1987 Stock Bonus and Non-Qualified
Stock Option Plan.* (1)
10.37 [Reserved]
10.38 Form of Indemnification Agreement to be entered into with
executive officers and directors. (1)
10.39 Form of Change of Control Agreement to be entered into with
executive officers.* (1)
10.40 Credit Agreement dated as of March 6, 1996 among Ruby Tuesday
(Georgia), Inc., SunTrust Bank, Atlanta, for itself and as
Agent and Administrative Agent, and the other lenders
signatories thereto. (1)
10.41 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Orlando Franchise, L.P.,
d/b/a RT Orlando Franchise Ltd., a Delaware limited
partnership. (17)
10.42 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Tampa Franchise, L.P.,
d/b/a RT Tampa Franchise Ltd., a Delaware limited
partnership. (17)
10.43 Purchase agreement dated July 2, 1997 between Ruby Tuesday,
Inc., a Georgia corporation, and RT South Florida Franchise,
L.P., d/b/a RT South Florida Franchise Ltd., a Delaware
limited partnership. (17)
10.44 Loan Facility Agreement and Guaranty dated May 30, 1997 by
and among Ruby Tuesday, Inc., Suntrust Bank, Atlanta, and the
other lender signatories thereto. (18)
10.45 Form of first amendment to Ruby Tuesday, Inc. Deferred
Compensation Plan Trust Agreement.* (19)
10.46 Form of first amendment to Credit Agreement. (19)
10.47 Form of second amendment to Credit Agreement. (19)
10.48 Form of first amendment to Master Agreement. (19)
10.49 Form of first amendment to Loan Facility Agreement and
Guarantee. (19)
10.50 Form of second amendment to Loan Facility Agreement and
Guarantee. (19)
10.51 Form of third amendment to Loan Facility Agreement and
Guarantee. (19)
10.52 Lease agreement dated October 1, 1997 between Riverfront
Capital Business Trust, a Pennsylvania business trust and
Ruby Tuesday, Inc., a Georgia corporation. (19)
10.53 Amended and restated Contribution Agreement dated January 12,
1998, and entered into as of March 20, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, RT Colorado, Inc., a
Colorado corporation and RT Denver Franchise, L.P., a
Delaware limited partner. (19)
10.54 Stock purchase agreement dated January 12, 1998 between Ruby
Tuesday, Inc., a Georgia corporation, Timothy P. Kaliher, RT
Colorado, Inc., a Colorado corporation, and RT Denver
Franchise, L.P., a Delaware limited partnership. (19)
10.55 Purchase agreement dated December 16, 1997 between Ruby
Tuesday, Inc., a Georgia corporation, and RT Southwest
Franchise, LLC, a Delaware limited liability company. (19)
10.56 Purchase agreement dated June 25, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT Long Island Franchise,
LLC, a Delaware limited liability company. (19)
10.57 Purchase agreement dated May 7, 1998 between Ruby Tuesday,
Inc., a Georgia corporation, and RT West Palm Beach
Franchise, L.P., a Delaware limited partnership. (19)
11 Statement regarding computation of per share earnings. (19)
13 Annual Report to Shareholders for the fiscal year ended June
6, 1998 (Only portions specifically incorporated by reference
in the Form 10-K are being filed herewith). (19)
13.1 Summary of Operations for the fiscal year ended June 6, 1998
included in the Annual Report to Shareholders.
21 Subsidiaries of Registrant. (19)
23 Consent of Independent Auditors. (19)
27.1 Financial Data Schedule. (19)
27.2 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 29, 1997. (19)
27.3 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 30, 1997. (19)
27.4 Restated Financial Data Schedule as of and for the Year Ended
May 31, 1997. (19)
27.5 Restated Financial Data Schedule as of and for the Six Month
Period Ended November 30, 1996. (19)
27.6 Restated Financial Data Schedule as of and for the Three
Month Period Ended August 31, 1996. (19)
27.7 Restated Financial Data Schedule as of and for the Year Ended
June 1, 1996. (19)
Footnote Description
* Management contract or compensatory plan or arrangement.
(1) Incorporated by reference to Exhibit of the same number on
Form 8-B dated March 15, 1996 of Ruby Tuesday, Inc. (File No.
0-12454).
(2) Incorporated by reference to Exhibit 10(b) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(3) Incorporated by reference to Exhibit 10(c) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(4) Incorporated by reference to Exhibit 10(d) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(5) Incorporated by reference to Exhibit 10(e) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(6) Incorporated by reference to Exhibit 28.1 to Registration
Statement on Form S-8 of Morrison Restaurants Inc. (Reg. No.
33-13593).
(7) Incorporated by reference to Exhibit 10(h) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(8) Incorporated by reference to Exhibit 10(i) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(9) Incorporated by reference to Exhibit 10(m) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended May 28, 1988 (File No. 0-1750).
(10) Incorporated by reference to Exhibit 10(n) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(11) Incorporated by reference to Exhibit (2) to the Current
Report on Form 8-K dated July 27, 1995 of Morrison
Restaurants Inc. (File No. 1-12454)
(12) Incorporated by reference to Exhibit 10(p) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1995 (File No. 1-12454).
(13) Incorporated by reference to Exhibit 10(q) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 3, 1989 (File No. 0-1750).
(14) Incorporated by reference to Exhibit 10(v) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993 (File No. 0-1750).
(15) Incorporated by reference to Exhibit 10(z) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 4, 1994 (File No. 1-12454).
(16) Incorporated by reference to Exhibit 10(a)(a) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 4, 1994 (File No. 1-12454).
(17) Incorporated by reference to Exhibit of the same number on Form
10-K for Ruby Tuesday, Inc. for the fiscal year ended May 31,
1997 (File No. 0-12454).
(18) Incorporated by reference to Exhibit 99.1 on Form 10-Q dated
October 14, 1997 for Ruby Tuesday, Inc. for the three month
period ended August 30, 1997 (File No. 0-12454).
(19) Previously included in the Annual Report on Form 10-K for the
fiscal year ended June 6, 1998 filed with the Securities and
Exchange Commission on September 3, 1998 (File No. 1-12454).
<TABLE>
RUBY TUESDAY, INC. AND SUBSIDIARIES
SUMMARY OF OPERATIONS
(In thousands except per-share data)
Fiscal Year
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Revenues $711,420 $655,407 $620,134 $515,312 $459,039
Income (loss) from continuing
operations before income taxes $ 45,031 $ 38,813 $ (2,313)* $ 16,112** $27,814
Provision for income taxes 15,951 13,768 (1,651) 5,027 9,707
Income (loss) from continuing
operations 29,080 25,045 (662) 11,085 18,107
Income (loss) from discontinued
operations, net of applicable
income taxes (2,222) 51,086*** 26,577
Net income (loss) $ 29,080 $ 25,045 $ (2,884) $ 62,171 $ 44,684
Earnings (loss) per share:
Basic:
Continuing operations $ 0.88 $ 0.71 $ (0.02) $ 0.32 $ 0.50
Discontinued operations (0.06) 1.47 0.74
$ 0.88 $ 0.71 $ (0.08) $ 1.79 $ 1.24
Diluted:
Continuing operations $ 0.84 $ 0.70 $ (0.02) $ 0.31 $ 0.49
Discontinued operations (0.06) 1.42 0.71
$ 0.84 $ 0.70 $ (0.08) $ 1.73 $ 1.20
Weighted average common and
common equivalent shares:
Basic 33,205 35,190 34,626 34,643 35,973
Diluted 34,570 35,750 35,377 35,922 37,367
All fiscal years are composed of 52 weeks except for 1998 which is
composed of 53 weeks.
Weighted average shares and all per-share data for years prior to the
stock split have been restated from their original presentation to give
effect to the 2-for-1 stock split which occurred in fiscal year 1998 and
the 1-for-2 stock split which occurred in fiscal year 1996.
Other financial data:
Total assets $409,628 $418,871 $381,116 $484,051 $408,453
Long-term debt $ 65,895 $ 78,006 $ 76,108 $ 32,003 $ 5,467
Shareholders' equity $212,150 $223,640 $197,343 $245,493 $221,136
Cash dividends per share
of common stock $ 0.05 $ 0.00 $ 0.27 $ 0.35 $ 0.33
* Includes a pre-tax charge of $25.9 million recognized as a result of
the implementation of FAS 121 and other asset impairment charges and
a $5.3 million restructure charge.
** Includes a pre-tax loss of $19.7 million recognized upon the decision
to phase out the L&N Seafood Grill concept.
*** Includes a pre-tax gain of $46.8 million ($25.8 million net of tax)
realized upon the sale of certain business and industry contracts
and assets.
</TABLE>
