UNITED STATES
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
------------------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______ to ______ Commission file number
____________
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
OUTBACK STEAKHOUSE OF FLORIDA, INC.
SALARIED EMPLOYEES 401(k) PLAN AND TRUST
Financial Statements as of December 31, 1997
and 1996, and for each of the Three Years in the
Period Ended December 31, 1997, Supplemental
Schedules as of and for the Year Ended
December 31, 1997, and Independent Auditors'
Report
<PAGE>
OUTBACK STEAKHOUSE OF FLORIDA, INC.
SALARIED EMPLOYEES 401(K) PLAN AND TRUST
TABLE OF CONTENTS
- --------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS AS OF DECEMBER 31, 1997 AND 1996 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS FOR EACH OF THE THREE YEARS IN THE
PERIOD ENDED DECEMBER 31, 1997 3
NOTES TO FINANCIAL STATEMENTS 4
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1997:
Item 27a - Schedule of Assets Held for Investment Purposes 10
Item 27d - Schedule of Reportable Transactions 11
Schedules not filed herewith are omitted
because of the absence of conditions under
which they are required.
<PAGE>
DELOITTE & TOUCHE LLP
Certified Public Accountants
201 East Kennedy Boulevard, Suite 1200
Tampa, Florida 33602-5821
(813) 273-8300
INDEPENDENT AUDITORS' REPORT
To the Participants of the
Outback Steakhouse of Florida, Inc.
Salaried Employees 401(k) Plan and Trust
We have audited the accompanying statements of net assets available for
benefits of the Outback Steakhouse of Florida, Inc. Salaried Employees
401(k) Plan and Trust (the "Plan") as of December 31, 1997 and 1996 and the
related statements of changes in net assets available for benefits for each
of the three years in the period ended December 31, 1997. 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
as of December 31, 1997 and 1996, and the changes in net assets available
for benefits for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes as of December 31, 1997 and reportable
transactions for the year ended December 31, 1997, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These schedules
are the responsibility of the Plan's management. The supplemental schedules
have been subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Deloitte & Touche
June 22, 1998 - 1-
<PAGE>
OUTBACK STEAKHOUSE OF FLORIDA, INC.
SALARIED EMPL0YEES 401(k) PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
- -------------------------------------------------------------------------
ASSETS 1997 1996
INVESTMENTS AT FAIR VALUE:
Mutual Funds $ 4,645,267 $ 2,625,829
Outback Stock Fund 1,492,284 1,106,479
Money Market Fund 452,447 338,295
Loans to Participants 535,895 275,579
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 7,125,893 $ 4,346,182
============= =============
See notes to financial statements.
-2-<PAGE>
OUTBACK STEAKHOUSE OF FLORIDA, INC.
SALARIED EMPLOYEES 401(k) PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1997
- -------------------------------------------------------------------------
1997 1996 1995
ADDITIONS TO NET ASSETS AVAILABLE FOR BENEFITS
ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 195,372 $ 98,608 $ 41,886
Net appreciation in fair value
of investments 501,794 2,333 301,317
---------- --------- ---------
Total investment income 697,166 100,941 343,203
---------- --------- ---------
Contributions:
Participants' 2,327,294 1,798,124 1,149,739
Participants' rollovers 179,506 176,413 252,495
---------- --------- ---------
Total contributions 2,506,800 1,974,537 1,402,234
---------- --------- ---------
Total additions 3,203,966 2,075,478 1,745,437
---------- --------- ---------
DEDUCTIONS FROM NET ASSETS AVAILABLE FOR
BENEFITS ATTRIBUTED TO:
Benefits paid to participants 386,136 141,473 28,616
Administrative expenses 38,119 20,711 23,721
---------- --------- ---------
Total deductions 424,255 162,184 52,337
---------- --------- ---------
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 2,779,711 1,913,294 1,693,100
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 4,346,182 2,432,888 739,788
---------- --------- ---------
End of year $7,125,893 $4,346,182 $2,432,888
========== ========== ==========
See notes to financial statements.
-3-
<PAGE>
OUTBACK STEAKHOUSE OF FLORIDA, INC.
SALARIED EMPLOYEES 401(K) PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Outback Steakhouse of Florida, Inc.
Salaried Employees 401(k) Plan and Trust (the "Plan") provides only
general information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
GENERAL - The Plan is a defined contribution plan established by
Outback Steakhouse of Florida, Inc. (the "Company") as of January 1,
1994. The Plan covers eligible salaried employees of the Company. It is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"). The trustee of the Plan is Investors Fiduciary
Trust Company (the "Trustee").
ELIGIBILITY - Salaried employees, excluding highly compensated, union
and leased employees, who have reached the age of 18, are eligible to
participate in the Plan.
CONTRIBUTIONS - Participants may contribute from 1% to 20% of their pre-
tax annual compensation and may change this contribution percentage at
anytime. Contributions to the plan are limited by any contributions
made to a participant's Employer Stock Ownership Plan account.
Participants are permitted to make rollover contributions and/or
transfer assets directly to the Plan from other qualified plans.
Contributions of nonperiodic deferrals such as bonuses may also be made
subject to limitations of the Plan. Total participant contributions are
subject to limitations imposed by the Internal Revenue Code. The
Company may contribute additional amounts at the option of the
Company's board of directors. No contributions were made by the Company
during the years ended December 31, 1997 and 1996.
VESTING - Participants are immediately vested in their contributions,
including rollovers, plus actual earnings thereon. Vesting in the
Company's discretionary contribution, plus actual earnings thereon, is
based on years of credited service. A participant is not vested in any
employer contributions until they have achieved five years of credited
service to the Company, at which time they will be 100% vested.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contributions, a pro-rata share of Plan earnings and any
employer contributions. Plan earnings are allocated based upon the
participant's account balance. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
FORFEITURES - Forfeitures are allocated to participants as additional
employer contributions.
PAYMENT OF BENEFITS - Upon termination of service due to death,
disability or retirement, a participant may elect to have his or her
benefits paid in the form of a lump sum cash payment. In addition,
under very limited circumstances, a participant may receive a financial
hardship distribution. A maximum of four such withdrawals are permitted
annually. At December 31, 1997 and 1996, there were $12,026 and $-0- in
benefits due to participants, respectively.
-4-<PAGE>
PARTICIPANT LOANS - Loans are available to active participants who
maintain an account balance under the Plan provided that the minimum
loan amount is $1,000. Such loans are collateralized by each respective
participant's account and interest and principal payments are credited
to the participant's account according to the then current investment
choices. All loans are subject to repayment via payroll deductions over
a maximum period of five years. The interest for loans will be
determined as of the first day of each calendar quarter and will be at
an interest rate commensurate with local prevailing rates determined by
the Trustee.
PLAN TERMINATION - Although it has not expressed any intention to do
so, the Company has the right under the Plan to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
ADMINISTRATIVE EXPENSES - All expenses incurred in connection with the
Plan's administration are paid by the Plan.
TAX STATUS - The Internal Revenue Service has determined and informed
the Company by a letter dated September 27, 1995, that the Plan, as
then designed, was in compliance with the applicable requirements of
the Internal Revenue Code (IRC). The Plan has been amended since
receiving the determination letter. However, the Plan administrator
believes that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements of the Plan
are prepared under the accrual method of accounting except for benefit
payments, which are reported on a cash basis, in accordance with the
guidelines of the American Institute of Certified Public Accountants'
Audit Guide, "Audits of Employee Benefit Plans."
INVESTMENTS - Investments in mutual funds and Company stock are
recorded on the trade date and carried at their quoted market value.
The money market fund is recorded at cost, which approximates fair
value.
EMPLOYEE ACCOUNTS - Aon Consulting, the Plan's recordkeeper, maintains
an individual account for each participant.
-5-
<PAGE>
3. INVESTMENTS
The Trustee invests all contributions, as well as earnings thereon,
pursuant to the terms of the Plan. The Trustee has custody of all
assets in the funds.
Market value at December 31, 1997 and 1996 of those investments that
represent 5% or more of the Plan's net assets as of the end of each
respective Plan year is as follows:
1997 1996
Investments at fair value as determined
by quoted market prices:
Mutual funds:
Fidelity Balanced Fund $ - $ 531,066
Invesco Total Return 917,900 -
Janus Fund 1,927,469 1,154,730
T. Rowe Price International Fund 1,256,057 940,033
Other 543,841 -
Outback stock fund 1,492,284 1,106,479
Investment at estimated fair value:
Money market-Invesco Stable Value Fund 452,447 338,295
Participant loans 535,895 275,579
---------- ------------
Total investments $7,125,893 $ 4,346,182
========== ============
The Plan's investments (including investments bought and sold as
well as held during the year) appreciated in value by $501,794,
$2,333, and $301,317 in the aggregate during the years ended
December 31, 1997, 1996, and 1995, respectively, as shown below.
Year Ended December 31,
1997 1996 1995
Net change in fair value of investments:
Mutual funds $ 351,995 $209,842 $ 96,814
Outback stock fund 149,799 (207,509) 204,503
---------- -------- -------
Net appreciation $ 501,794 $ 2,333 $301,317
========== ======== ========
-6- <PAGE>
4. SCHEDULE OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY
SEPARATE FUND:
<TABLE> Year
Ended December 31, 1997
<CAPTION>
Pimco
Fidelity T. Rowe
Price Franklin Franklin Invesco Total Vanguard Outback
Invesco
Balanced Janus
International Small Cap Mutual Total Return Index 500
Stock Stable Value Participant
Fund Fund Fund
Growth Qualified Z Return Admin Fund Fund
Fund Loans Total
<S> <C> <C> <C>
<C> <C> <C> <C> <C> <C>
<C> <C> <C>
ADDITIONS TO NET ASSETS
AVAILABLE FOR BENEFITS
ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 21,312 $ 81,599 $ 17,726
$ 912 $ 2,750 $ 7,483 $ 39 $ 931 $ - $
32,157 $ 30,463 $ 195,372
Net appreciation (depreciation)
in fair value of investments 130,210 231,084
(3,861) (12,884) (1,386) 5,024 27 3,781
149,799 - - 501,794
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
Total investment income (loss)151,522 312,683 13,865
(11,972) 1,364 12,507 66 4,712 149,799
32,157 30,463 697,166
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
Contributions:
Participants' 283,097 688,416 546,018
9,560 4,039 74,884 164 4,412 534,006
182,698 - 2,327,294
Participants' rollovers 16,658 81,593 40,705
4,713 1,419 3,420 - 7,017 9,157
14,824 - 179,506
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
Total contributions 299,755 770,009 586,723
14,273 5,458 78,304 164 11,429 543,163
197,522 - 2,506,800
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
Total additions 451,277 1,082,692 600,588
2,301 6,822 90,811 230 16,141 692,962
229,679 30,463 3,203,966
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
DEDUCTIONS FROM NET ASSETS
AVAILABLE FOR BENEFITS
ATTRIBUTED TO:
Benefits paid to participants 36,192 96,348
84,309 - - 5,573 - -
84,562 35,846 43,306 386,136
Administrative expenses 4,232 10,716
7,473 157 77 1,490 2 98
9,056 4,818 - 38,119
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
Total deductions (40,424) (107,064)
(91,782) (157) (77) (7,063) (2) (98)
(93,618) (40,664) (43,306) (424,255)
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
TRANSFERS (941,919) (202,889)
(192,782) 254,626 104,489 834,152 6,676 152,890
(213,539) (74,863) 273,159 -
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
NET (DECREASE) INCREASE IN NET
ASSETS AVAILABLE FOR BENEFITS (531,066) 772,739 316,024
256,770 111,234 917,900 6,904 168,933 385,805
114,152 260,316 2,779,711
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 531,066 1,154,730 940,033
- - - - - 1,106,479
338,295 275,579 4,346,182
------- --------- ---------
------- ------- ------- ----- ------- ------- --
- ------ ------- ---------
End of year $ - $1,927,469 $1,256,057
$256,770 $111,234 $917,900 $6,904 $168,933 $1,492,284
$452,447 $535,895 $7,125,893
========= ========== ==========
======== ======== ======== ====== ======== ==========
======== ======== ==========
-7-<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1996
Fidelity T. Rowe Price Outback Invesco
Balanced Janus International Stock Stable Value Participant
Fund Fund Fund Fund Fund Loans TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS AVAILABLE
FOR BENEFITS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 19,439 $ 37,592 $ 12,533 $ 762 $ 16,756 $ 11,526 $ 98,608
Net appreciation (depreciation)
in fair value of investments 24,848 96,005 88,989 (207,509) - - 2,333
-------- ------- -------- ------- -------- -------- ----------
Total investment income (loss) 44,287 133,597 101,522 (206,747) 16,756 11,526 100,941
-------- ------- -------- ------- -------- -------- ----------
Contributions:
Participants' 259,142 472,425 415,635 488,049 162,873 - 1,798,124
Participants' rollovers 4,595 49,525 1,050 118,068 3,175 - 176,413
-------- -------- -------- ------- -------- -------- ----------
Total contributions 263,737 521,950 416,685 606,117 166,048 - 1,974,537
-------- -------- -------- ------- -------- -------- ----------
TOTAL ADDITIONS 308,024 655,547 518,207 399,370 182,804 11,526 2,075,478
-------- -------- -------- ------- -------- -------- ----------
DEDUCTIONS FROM NET ASSETS AVAILABLE
FOR BENEFITS ATTRIBUTED TO:
Benefits paid to participants 20,068 31,860 25,309 37,987 14,003 12,246 141,473
Administrative expenses 2,762 5,157 4,247 5,439 3,106 - 20,711
-------- ------- -------- -------- -------- -------- ----------
TOTAL DEDUCTIONS (22,830) (37,017) (29,556) (43,426) (17,109) (12,246) (162,184)
-------- ------- -------- -------- -------- -------- ----------
TRANSFERS (11,302) 44,217 (3,949) (150,277) (57,435) 178,746 -
-------- ------- -------- -------- -------- -------- ----------
NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 273,892 662,747 484,702 205,667 108,260 178,026 1,913,294
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 257,174 491,983 455,331 900,812 230,035 97,553 2,432,888
------- --------- ------- --------- ------- ------- ---------
END OF YEAR $531,066 $1,154,730 $940,033 $1,106,479 $338,295 $275,579 $4,346,182
======== ========== ======== ========== ======== ======== ==========
</TABLE> -8-<PAGE>
<TABLE>
<CAPTION> Year Ended December 31, 1995
Fidelity T. Rowe Price Outback Invesco
Balanced Janus International Stock Stable Value Participant
Fund Fund Fund Fund Fund Loans TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS AVAILABLE
FOR BENEFITS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 7,559 $ 15,454 $ 6,402 $ 9,280 $ 3,191 $ 41,886
Net appreciation in fair value
of investments 14,532 52,441 29,841 $204,503 301,317
-------- -------- -------- -------- -------- ------- ----------
Total investment income 22,091 67,895 36,243 204,503 9,280 3,191 343,203
-------- -------- -------- -------- -------- ------- ----------
Contributions:
Participants' 156,430 260,564 257,924 378,249 96,572 1,149,739
Participants' rollovers 30,206 26,036 47,068 112,887 36,298 252,495
-------- -------- -------- -------- -------- ------- ----------
Total contributions 186,636 286,600 304,992 491,136 132,870 1,402,234
-------- -------- -------- -------- -------- ------- ----------
TOTAL ADDITIONS 208,727 354,495 341,235 695,639 142,150 3,191 1,745,437
-------- -------- -------- -------- -------- ------- ----------
DEDUCTIONS FROM NET ASSETS AVAILABLE
FOR BENEFITS ATTRIBUTED TO:
Benefits paid to participants 5,273 4,294 5,464 6,987 6,598 28,616
Administrative expenses 3,016 5,214 4,755 7,773 2,963 23,721
-------- -------- -------- -------- -------- ------- ----------
TOTAL DEDUCTIONS (8,289) (9,508) (10,219) (14,760) (9,561) (52,337)
-------- -------- -------- -------- -------- ------- ----------
TRANSFERS (13,845) 14,519 (32,848) 22,545 (72,726) 82,355
-------- -------- -------- -------- -------- ------- ----------
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 186,593 359,506 298,168 703,424 59,863 85,546 1,693,100
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 70,581 132,477 157,163 197,388 170,172 12,007 739,788
-------- -------- -------- -------- -------- ------- ----------
END OF YEAR $257,174 $491,983 $455,331 $900,812 $230,035 $97,553 $2,432,888
======== ======== ======== ======== ======== ======= ==========
</TABLE> -9-<PAGE>
OUTBACK STEAKHOUSE OF FLORIDA, INC.
SALARIED EMPLOYEES 401(k) PLAN AND TRUST
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
Party in Description of Description of Current
Interest Asset Investment Cost Value
Yes Outback Stock Fund Common stock $1,343,149 $1,492,284
No Fidelity Balanced Fund Pooled mutual -
No Franklin Mutual Qualified Z Pooled mutual 118,460 111,234
No Franklin Small Capital Growth Pooled mutual 278,421 256,770
No Invesco Stable Value Fund Money market 452,447 452,447
No Invesco Total Return Pooled mutual 926,022 917,900
No Janus Fund Pooled mutual 2,032,845 1,927,469
No Pimco Total Return Admin Pooled mutual 7,047 6,904
No T. Rowe Price
International Fund Pooled mutual 1,307,981 1,256,057
No Vanguard Index 500 Fund Pooled mutual 166,064 168,933
No Loans to Participants 1-5 years, 7.25%- 535,895 535,895
9% interest rate
Employer Identification Number: 59-3061413
Plan Number: 002
-10-<PAGE>
OUTBACK STEAKHOUSE OF FLORIDA, INC.
SALARIED EMPLOYEES 401(k) PLAN AND TRUST
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Current Value
of Asset on
Purchase Sales Cost of Transaction Gain/
Identity of Party Involved Description of Asset Price Price Asset Date (Loss)
<S> <C> <C> <C> <C> <C> <C>
Series of transactions
Investors Fiduciary
Trust Company Outback Stock Fund $ 735,455 $ 735,455 $ 735,455 -
$ 499,449 505,859 499,449 $ (6,410)
Investors Fiduciary
Trust Company Fidelity Balanced 432,993 432,993 432,993 -
Fund 1,053,394 964,082 1,053,394 89,312
Investors Fiduciary
Trust Company Franklin Small 281,647 281,647 281,647 -
Capital Growth 2,802 3,056 2,802 (254)
Investors Fiduciary
Trust Company Invesco Total Return 1,048,074 1,048,074 1,048,074 -
120,312 121,975 120,312 (1,663)
Investors Fiduciary
Trust Company Janus Fund 1,266,972 1,266,972 1,266,972
485,432 436,230 485,432 49,202
Investors Fiduciary
Trust Company T. Rowe Price 781,752 781,752 781,752 -
International Fund 413,121 401,754 413,121 11,367
Investors Fiduciary
Trust Company Invesco Stable 298,336 298,336 298,336 -
Value Fund 184,184 184,184 184,184 -
Single Transactions
Investors Fiduciary
Trust Company Invesco Total Return 936,136 936,136 936,136 -
Investors Fiduciary
Trust Company Fidelity Balanced Fund 936,136 833,919 936,136 102,217
Employer Identification Number: 59-3061413
Plan Number: 002
-11-<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Plan Administrator has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
PLAN ADMINISTRATOR
OUTBACK STEAKHOUSE OF FLORIDA, INC.
By: /s/ Chris T. Sullivan
Chris T. Sullivan, Chairman
Dated: June 29, 1998
</TABLE>
