<PAGE> 1
As filed with the Securities and Exchange Commission on
March 29, 1995
Registration No. _______________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
PERKINS FAMILY RESTAURANTS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 62-1283091
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
____________
8th Floor
6075 Poplar Avenue
Memphis, Tennessee 38119
(Address of Principal Executive Office)
____________
Perkins Family Restaurants, L.P. Restricted Limited Partnership
Unit Plan
(Full title of the Plan)
Donald F. Wiseman, Esq.
Vice President, General Counsel and Secretary
Perkins Management Company, Inc.
6075 Poplar Avenue
Memphis, Tennessee 38119
(Name and address of agent for service)
901-766-6400
(Telephone number, including area code,
of agent for service)
<PAGE> 2
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit (1) Price (1) Fee
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Depositary Units
Representing
Limited Partners'
Interests ("Units")
in the Issuer 100,000 $ 12.8125 $ 1,281,250 $ 441.81
Units
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to the Commission's Rule 457 based on the average of the high
and low prices of the Units on March 27, 1995.
<PAGE> 3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Perkins Family Restaurants, L.P.'s (the "Partnership") Annual Report on Form
10-K for the fiscal year ended December 31, 1994 under the Exchange Act is
hereby incorporated in this Registration Statement by reference, and all
documents subsequently filed by the Partnership pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and to be
a part hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Donald F. Wiseman, General Counsel for the Partnership, is rendering the opinion
of counsel. Mr. Wiseman is an employee of the General Partner of the
Partnership and beneficially owns 8,000 Partnership Units.
Item 6. Indemnification of Directors and Officers
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
provides that, subject to any applicable restrictions set forth in the
partnership agreement, a Delaware limited partnership may indemnify and hold
harmless any partner or other person from and against any and all claims and
demands whatsoever.
Section 6.9 of the Partnership's Amended and Restated Agreement of Limited
Partnership provides for indemnification of its directors and officers as
follows:
(a) To the fullest extent permitted by law, the General Partner, its
Affiliates and its directors, officers, partners, employees and agents
(individually, an "Indemnitee") shall each be indemnified and held harmless by
the Partnership from and against any and all losses, claims, damages,
liabilities, joint and several, expenses (including legal fees and expenses),
judgments, fines, settlements and other amounts arising from any and all
claims, demands, actions, suits or proceedings, civil, criminal, administrative
or investigative, in which the Indemnitee may be involved, or threatened to be
involved, as a party or otherwise by reason of its status as (x) a General
Partner or an Affiliate thereof or (y) a director, officer,
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<PAGE> 4
partner, employee or agent of the General Partner or an Affiliate or (z) a
Person serving at the request of the Partnership in another entity in a similar
capacity, which relate to or arise out of the Partnership, its property,
business or affairs, including, without limitation, the Initial Offering,
regardless of whether the Indemnitee continues to be the General Partner or an
Affiliate or a director, officer, partner, employee or agent of the General
Partner or an Affiliate thereof at the time any such liability or expense is
paid or incurred, if (i) the Indemnitee acted in good faith and in a manner it
in good faith believed to be in, or not opposed to, the best interests of the
Partnership, and, with respect to any criminal proceeding, had no reasonable
cause to believe its conduct was unlawful, and (ii) the Indemnitee's conduct
did not constitute gross negligence or willful or wanton misconduct. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that the Indemnitee acted in a manner contrary to
that specified in (i) or (ii) above. Any indemnification pursuant to this
Section 6.9 shall be made only out of the assets of the Partnership.
(b) To the fullest extent permitted by law, expenses (including legal
fees) incurred by an Indemnitee in defending any claim, demand, action, suit or
proceeding shall, from time to time, be advanced by the Partnership prior to
the final disposition of such claim, demand, action, suit or proceeding upon
receipt by the Partnership of an undertaking by or on behalf of the Indemnitee
to repay such amount if it shall be determined that the Indemnitee is not
entitled to be indemnified as authorized in this Section 6.9.
(c) The indemnification provided by this Section 6.9 shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement, vote of the Partners, as a matter of law or otherwise, both as to
action in the Indemnitee's capacity as the General Partner or an Affiliate or
as a director, officer or employee of the General Partner or an Affiliate and
to action in any other capacity (including, without limitation, any capacity
under the Underwriting Agreement and the Conveyance Agreement), and shall
continue as to an Indemnitee who has ceased to serve in such capacity and shall
inure to the benefit of the heirs, successors, assigns and administrators of
the Indemnitee.
(d) The Partnership may purchase and maintain insurance on behalf of
the General Partner and such other Persons as the General Partner shall
determine against any liability that may be asserted against or expense that
may be incurred by such Person in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to indemnify such
Person against such liability under the provisions of this Agreement.
II-2
<PAGE> 5
(e) For purposes of this Section 6.9, the Partnership shall be deemed
to have requested an Indemnitee to serve as fiduciary of an employee benefit
plan whenever the performance by it of its duties to the Partnership also
imposes duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall be deemed "fines" within the meaning of Section 6.9(a); and action taken
or omitted by it with respect to an employee benefit plan in the performance of
its duties for a purpose reasonably believed by it to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be for a purpose
which is in, or not opposed to, the best interest of the Partnership.
(f) In no event may an Indemnitee subject the Limited Partners or
Assignees to personal liability by reason of these indemnification provisions.
(g) An Indemnitee shall not be denied indemnification in whole or in
part under this Section 6.9 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of this Agreement.
(h) The provisions of this Section 6.9 are for the benefit of the
Indemnitees and shall not be deemed to create any rights for the benefit of any
other Persons.
PMC amended its Certificate of Incorporation on October 7, 1986 to
provide that:
(a) A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involved intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
(b) (i) Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
II-3
<PAGE> 6
an official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his or her heirs, executors and administrators:
provided, however, that, except as provided in paragraph (ii) hereof, the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the corporation. The right to indemnification conferred in this Section (b)
shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in advance
of its final disposition; provided, however, that, if the Delaware General
Corporation Law requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section (b) or otherwise. The corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(ii) If a claim under paragraph (i) of this Section (b) is not paid in
full by the corporation within thirty days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it
permissible under the Delaware General Corporation Law for the corporation to
II-4
<PAGE> 7
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct. The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Section (b) shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or otherwise. The
corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
Section 8.1 of PMC's By-Laws provides that it shall indemnify its
officers, directors, employees and agents to the fullest extent permitted by
the General Corporation Law of Delaware.
Section 145 of the Delaware General Corporation Law, as amended,
provides as follows:
(a) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by
II-5
<PAGE> 8
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
II-6
<PAGE> 9
(e) Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to the other subsections of this section shall be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan;
and references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
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<PAGE> 10
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<TABLE>
<CAPTION>
Item 8. Exhibits
<S> <C>
*4a -- Amended and Restated Agreement of Limited Partnership of Perkins Family Restaurants, L.P.
4b -- Perkins Family Restaurants, L.P. Restricted Limited Partnership Unit Plan as Amended and
Restated
5 -- Opinion of Donald F. Wiseman, Esq. regarding the legality of the Units registered hereby
23a -- Consent of Donald F. Wiseman, Esq. (filed as part of Exhibit 5)
23b -- Consent of Arthur Andersen LLP
24a -- Power of Attorney of Donald N. Smith
24b -- Power of Attorney of Dort A. Cameron III
24c -- Power of Attorney of Charles A. Ledsinger
24d -- Power of Attorney of Lee N. Abrams
</TABLE>
______________________
*Incorporated by reference to registrant's Annual Report on Form 10-K
for the fiscal year ending December 31, 1986.
II-8
<PAGE> 11
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the Plan
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S- 8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. y(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Securities
Act"), each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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<PAGE> 12
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, County of Shelby, State of Tennessee,
on March 29, 1995.
PERKINS FAMILY RESTAURANTS, L.P.
By: Perkins Management Company, Inc., General Partner
By: /s/ Michael P. Donahoe
----------------------
Michael P. Donahoe
Vice President, Accounting
and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald N. Smith* Chief Executive Officer March 29, 1995
------------------------- (Principal Executive
Donald N. Smith Officer) and Chairman
of the Board
/s/ Michael P. Donahoe Vice President, Accounting March 29, 1995
------------------------- and Controller
Michael P. Donahoe (Principal Financial
& Accounting Officer)
/s/ Dort A. Cameron III* Director March 29, 1995
-------------------------
Dort A. Cameron III
/s/ Charles A. Ledsinger* Director March 29, 1995
-------------------------
Charles A. Ledsinger
/s/ Lee N. Abrams* Director March 29, 1995
-------------------------
Lee N. Abrams
</TABLE>
*By: /s/ Michael P. Donahoe
----------------------
Michael P. Donahoe
Attorney-In-Fact
II-11
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
------- -------------
<S> <C>
*4a -- Amended and Restated Agreement of
Limited Partnership of Perkins
Family Restaurants, L.P.
4b -- Perkins Family Restaurants, L.P.
Restricted Limited Partnership Unit
Plan as Amended and Restated
5 -- Opinion of Donald F. Wiseman, Esq.
regarding the legality of the Units
registered hereby
23a -- Consent of Donald F. Wiseman, Esq.
(filed as part of Exhibit 5)
23b -- Consent of Arthur Andersen LLP
24a -- Power of Attorney of Donald N. Smith
24b -- Power of Attorney of Dort A. Cameron III
24c -- Power of Attorney of Charles A. Ledsinger
24d -- Power of Attorney of Lee N. Abrams
</TABLE>
________________________
*Incorporated by reference to registrant's Annual Report on Form 10-K
for the fiscal year ending December 31, 1986.
<PAGE> 1
EXHIBIT 4b
PERKINS FAMILY RESTAURANTS, L.P.
RESTRICTED LIMITED PARTNERSHIP UNIT PLAN AS AMENDED AND RESTATED
The Amendment to Perkins Family Restaurants, L.P. Restricted Limited
Partnership Unit Plan was approved and adopted by Perkins Management Company,
Inc. ("PMC") in its capacity as General Partner of Perkins Family Restaurants,
L.P. ("Perkins, L.P.") on February 10, 1995.
WHEREAS , a Restricted Limited Partnership Unit Plan (the "Plan") was
approved by PMC in its capacity as General Partner of Perkins, L.P. on October
22, 1987, and amended and restated on May 24, 1990; and
WHEREAS , PMC in its capacity as General Partner of Perkins, L.P.,
desires to amend the Plan, pursuant to its authority under Section 4.3(a) of the
Amended and Restated Agreement of Limited Partnership of Perkins, L.P.;
NOW THEREFORE, PMC hereby amends and restates the Plan, as follows:
Section 1. Purpose.
The purpose of the Plan is to attract new and retain existing (i)
persons to be employed by any of PMC, Perkins, L.P., Perkins Restaurants
Operating Company, L.P. ("PROC"), Perkins Restaurants, Inc. ("PRI") or any of
their affiliates and (ii) directors of PMC (employees of any of such entities
and Directors of PMC being herein collectively referred to as the "Partnership
Employees") and to motivate and reward them to exert their best efforts on
behalf of Perkins, L.P. by permitting such Partnership Employees to obtain an
equity interest through the acquisition of units of limited partnership
interests (the "Units") in Perkins, L.P.
Section 2. Administration.
The Plan will be administered by a committee established by the Board
of Directors of PMC consisting of three or more persons who may or may not be
Board members (the "Committee"). The members of the Committee are not eligible
to receive an award under the Plan. The Committee shall have full and final
authority in its discretion to conclusively interpret the provisions of the
Plan; to decide all questions of fact arising in its application; to determine
the Partnership Employees to whom awards shall be made under the Plan; to
determine the awards to be made and the amount, terms and restrictions of each
such award; to determine the time when awards will be granted; and to
<PAGE> 2
make all other determinations necessary or advisable for the administration of
the Plan.
Section 3. Establishment of Unit Reserve.
The total number of Units which may be issued under the Plan shall not
exceed, in the aggregate, 450,000 Units. Units issued under the Plan and later
forfeited and returned to Perkins, L.P. pursuant to the Plan shall be added
back to the Unit Reserve and shall again become available for award under the
Plan.
Section 4. Eligibility.
Persons eligible to receive awards under the Plan shall be limited to
Partnership Employees approved by the Committee and who, in the judgment of the
Committee, make significant contributions to Perkins, L.P. (a "Recipient").
Section 5. Awards.
The Committee, in its sole discretion, may from time to time, award
Units, subject to the restrictions hereinafter described, to Recipients. The
terms and conditions of each award shall be set forth in an agreement or
agreements (the "Agreement") between Perkins, L.P. and the Recipient. Such
terms and conditions shall include the following provisions, as well as such
other provisions, not inconsistent with the Plan, as may be deemed advisable by
the Committee:
(a) Number of Units. The number of Units awarded.
(b) Restricted Period. At the time of each award, the Committee shall
establish a restricted period with respect to each award, which
period shall not exceed ten years, provided however, that any
award made after February 13, 1995 may be restricted for an
indefinite period of time (the "Restricted Period"). A
Partnership Employee shall not be entitled to all of the rights of
ownership of the Units subject to the award unless he remains in
the employ of Perkins, PMC, Perkins, L.P., PROC, PRI or any of
their affiliates during the Restricted Period. The Committee may
at any time accelerate the lapse of the restrictions with respect
to all or any part of an award.
Section 6. Assignability.
A Recipient may not, during the applicable Restricted Period, transfer any of
his rights to any Units. Each depository receipt for each Unit awarded under
the Plan shall bear a legend similar to the following:
2
<PAGE> 3
THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THIS SECURITY IS
RESTRICTED BY THE PROVISIONS OF AN AGREEMENT
BETWEEN THE UNITHOLDER AND PERKINS FAMILY
RESTAURANTS, L.P. ("PERKINS"), A COPY OF
WHICH IS ON FILE AT PERKINS' OFFICE.
Section 7. Exceptions to Restrictions.
Notwithstanding the provisions of Sections 5, 6 and 7, if the
employment of a Recipient during the Restricted Period applicable to Units
awarded under the Plan terminates (i) by reason of the death or disability of
the Recipient or the retirement of the Recipient at the age of 65 or over, or
(ii) by reason of any other circumstances the Committee shall find acceptable,
the Committee may, in its discretion, waive the Restricted Period so as to free
the Recipient's Units from all restrictions. If a Recipient ceases to be a
Partnership Employee during the Restricted Period for any other reason all
Units awarded to the Recipient which are still subject to restrictions at the
time Recipient ceases to be an employee shall be forfeited and returned to
Perkins, L.P.
Section 8. Certificate.
Each certificate issued in respect of Units awarded under the Plan
shall be registered in the name of the Recipient and shall be deposited by him
together with an assignment endorsed in blank with Perkins, L.P. At the
expiration or termination of the Restricted Period referred to above, Perkins,
L.P. shall deliver to the Recipient the certificate for the Units deposited
with it.
Section 9. Non-Uniform Determinations.
The Committee's determinations under the Plan (including, without
limitation, determinations of the persons to receive awards, the form, amount
and the timing of such awards and the terms and restrictions placed on such
awards) need not be uniform regardless of whether Recipients are similarly
situated.
Section 10. Adjustment in Event of Change in Capitalization.
In the event of a Unit split, Unit dividend, combination of Units,
merger or other relevant change in capitalization, the Committee may, in its
discretion, appropriately adjust the number and kind of Units covered by the
Plan and the number and kind of Units previously awarded.
Section 11. Amendment and Discontinuance.
The Committee may from time to time amend or revise the terms of the
Plan, or may discontinue the Plan at any time as permitted by law.
3
<PAGE> 4
Section 12. No Right to Employment.
Neither the existence of the Plan nor the grant of any Units pursuant
to the Plan shall create in any Partnership Employee the right to continue to
be employed by the Partnership or any of its affiliates. Except as otherwise
expressly provided in a written agreement, employment shall be "at will" and
shall be terminable "at will" with or without cause. Any oral statements or
promises to the contrary are not binding upon Perkins, L.P. and its affiliates
or the Partnership Employee.
Section 13. Applicable Laws and Regulations.
Perkins, L.P.'s obligations to deliver Units pursuant to awards is
subject to such compliance as Perkins, L.P. deems necessary or advisable with
federal and state laws, rules and regulations or listing requirements of any
national securities exchange on which the Units may be listed.
Section 14. Indemnification of Committee.
Perkins, L.P. shall indemnify the members of the Committee against all
costs and expenses reasonably incurred by them in connection with any action,
suit or proceeding to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan, any award
of any Units under the Plan, and against all amounts paid by them in
satisfaction of a judgment in any such action, suit or proceeding. Upon the
institution of any such action, suit or proceeding, a Committee member shall
notify Perkins, L.P. in writing, giving Perkins, L.P. an opportunity, at its
own expense, to handle and defend the same before such Committee member
undertakes to handle it on his or her own behalf.
Section 15. Miscellaneous.
A. No person shall at any time have any right to receive any award
under this Plan.
B. The Committee may make such arrangements with Recipients for the
payment of any withholding taxes required by applicable Federal and State laws
with respect to awards of Units or any distribution thereon as the Committee
deems appropriate.
C. A Recipient's rights and interests under this Plan may not be
assigned or transferred except by will or by laws of descent and distribution.
Section 16. Effective Date.
The Plan became effective October 22, 1987.
4
<PAGE> 1
PERKINS FAMILY RESTAURANTS - NATIONAL HEADQUARTERS
----------------------------------------------------------------------
6075 POPLAR AVENUE - SUITE 800 - MEMPHIS, TN 38119-4709 - 901-766-6400
DONALD F. WISEMAN
Vice President
General Counsel & Secretary
EXHIBIT 5
March 29, 1995
Perkins Family Restaurants, L.P.
6075 Poplar Avenue, Suite 800
Memphis, TN 38119
Dear Sirs:
I am the General Counsel of Perkins Family Restaurants, L.P., a
Delaware Limited Partnership (the "Partnership"). I have acted as such for the
Partnership in connection with the preparation and filing with the Securities
and Exchange Commission on the date hereof under the Securities Act of 1933, as
amended, of a registration statement on Form S-8 (the Registration Statement")
for the purpose of registering units of limited partnership interests (the
"Units") of the Partnership issuable in connection with the Perkins Family
Restaurants, L.P. Restricted Limited Partnership Unit Plan (the "Plan"). In
such capacity, I have examined the Amended and Restated Agreement of Limited
Partnership of Perkins Family Restaurants, L.P., the Certificate of
Incorporation and Bylaws of Perkins Management Company, Inc., the general
partner of the Partnership, and such other documents and proceedings related to
such Partnership as I deemed necessary or appropriate for the purpose of
rendering the opinion expressed herein.
Based on the foregoing, in my opinion, the Units when issued pursuant
to the Plan, and in the manner described therein, will be duly authorized and
validly issued.
I consent to the filing of the form of this opinion as Exhibit 5 to
the Registration Statement.
Sincerely,
Donald F. Wiseman
DFW:pt
<PAGE> 1
EXHIBIT 23b
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports dated
February 17, 1995 included or incorporated by reference in the Perkins Family
Restaurants, L.P. Form 10-K for the year ended December 31, 1994 and to all
references to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
March 29, 1995
<PAGE> 1
EXHIBIT 24a
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the party whose signature appears
below, hereby constitutes and appoints RICHARD K. ARRAS, MICHAEL P. DONAHOE
and DONALD F. WISEMAN, and each of them acting individually, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign (or to insert his name in the space provided for his
signature in any electronic submission) a registration statement on Form S-8
(the "Registration Statement") and any or all amendments or supplements thereto
for the purpose of registering limited partners' interests in Perkins Family
Restaurants, L.P., represented by Depositary Units (the "Units"), with the
Securities and Exchange Commission in connection with the Perkins Family
Restaurants, L.P. Restricted Limited Partnership Unit Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing necessary or appropriate to be done with respect to any
amendments or supplements to the Registration Statement in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
March 1, 1995 By: /s/ Donald N. Smith
-----------------------------
Donald N. Smith, Chairman of
the Board, Chief Executive
Officer and Director, Perkins
Management Company, Inc.
<PAGE> 1
EXHIBIT 24b
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the party whose signature appears
below, hereby constitutes and appoints RICHARD K. ARRAS, MICHAEL P. DONAHOE
and DONALD F. WISEMAN, and each of them acting individually, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign (or to insert his name in the space provided for his
signature in any electronic submission) a registration statement on Form S-8
(the "Registration Statement") and any or all amendments or supplements thereto
for the purpose of registering limited partners' interests in Perkins Family
Restaurants, L.P., represented by Depositary Units (the "Units"), with the
Securities and Exchange Commission in connection with the Perkins Family
Restaurants, L.P. Restricted Limited Partnership Unit Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing necessary or appropriate to be done with respect to any
amendments or supplements to the Registration Statement in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
March 2, 1995 By: /s/ Dort A. Cameron III
-----------------------
Dort A. Cameron III
Director
<PAGE> 1
EXHIBIT 24c
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the party whose signature appears
below, hereby constitutes and appoints RICHARD K. ARRAS, MICHAEL P. DONAHOE
and DONALD F. WISEMAN, and each of them acting individually, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign (or to insert his name in the space provided for his
signature in any electronic submission) a registration statement on Form S-8
(the "Registration Statement") and any or all amendments or supplements thereto
for the purpose of registering limited partners' interests in Perkins Family
Restaurants, L.P., represented by Depositary Units (the "Units"), with the
Securities and Exchange Commission in connection with the Perkins Family
Restaurants, L.P. Restricted Limited Partnership Unit Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing necessary or appropriate to be done with respect to any
amendments or supplements to the Registration Statement in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
March 3, 1995 By: /s/ Charles A. Ledsinger
------------------------
Charles A. Ledsinger
Director
<PAGE> 1
EXHBIT 24d
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the party whose signature appears
below, hereby constitutes and appoints RICHARD K. ARRAS, MICHAEL P. DONAHOE
and DONALD F. WISEMAN, and each of them acting individually, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign (or to insert his name in the space provided for his
signature in any electronic submission) a registration statement on Form S-8
(the "Registration Statement") and any or all amendments or supplements thereto
for the purpose of registering limited partners' interests in Perkins Family
Restaurants, L.P., represented by Depositary Units (the "Units"), with the
Securities and Exchange Commission in connection with the Perkins Family
Restaurants, L.P. Restricted Limited Partnership Unit Plan, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing necessary or appropriate to be done with respect to any
amendments or supplements to the Registration Statement in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
March 1, 1995 By: /s/ Lee N. Abrams
-----------------------
Lee N. Abrams
Director
