DARDEN RESTAURANTS INC
8-K, 1996-09-20
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



              Date of Report (Date of earliest event reported):
                              September 19, 1996


                            Darden Restaurants, Inc.
             (Exact name of registrant as specified in its charter)


           Florida                   1-13666                 59-3305930
(State or other jurisdiction       (Commission              (IRS employer
      of incorporation)             file number)           identification No.)



               5900 Lake Ellenor Drive, Orlando, Florida 32809
                   (Address of principal executive offices)



             Registrant's telephone number, including area code:
                                (407) 245-4000



                                 Not Applicable
         (Former name or former address, if changed since last report)






<PAGE>


Item 1.     Changes in Control of Registrant.

            Not applicable.

Item 2.     Acquisition or Disposition of Assets.

            Not applicable.

Item 3.     Bankruptcy or Receivership.

            Not applicable.

Item 4.     Changes in Registrant's Certifying Accountant.

            Not applicable.

Item 5.     Other Events.

            On September 19, 1996,  in  conjunction  with its annual  meeting of
            shareholders,   the  Registrant  issued  a  news  release  reporting
            financial  results  for the  first  quarter  of  fiscal  year  1997,
            announcing   operating   initiatives  at  Red  Lobster  restaurants,
            announcing  an increased  stock buyback  program,  and reporting the
            declaration of the company's semi-annual dividend.

Item 6.     Resignations of Registrant's Directors.

            Not applicable.

Item 7.     Financial Statements and Exhibits.

            (a)   Financial statements of businesses acquired.

                  Not applicable.

            (b)   Pro forma financial information.

                  Not applicable.

            (c)   Exhibits.

                  The  following  is  filed   herewith.   The  exhibit   numbers
                  correspond with Item 601(b) of Regulation S-K.

                  Exhibit No.       Description
                       99.1         Press  Release  dated  September 19, 1996,
                                    entitled  "Darden  Reports   First-Quarter
                                    Results,  Announces Red Lobster  Operating
                                    Initiatives and Increased Stock Buyback."


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



Dated:  September 20, 1996                      DARDEN RESTAURANTS, INC.



                                          By:   /s/ C.L. Whitehill
                                                C. L. Whitehill
                                                Senior Vice President,
                                                General Counsel and Secretary



<PAGE>


                                INDEX TO EXHIBITS




Exhibit Number                                                             Page


            Reports First-Quarter Results, Announces Red Lobster
            Operating Initiatives and Increased Stock Buyback."




<PAGE>



                                                                    EXHIBIT 99.1




                                                                    EXHIBIT 99.1

DARDEN  REPORTS   FIRST-QUARTER   RESULTS,   ANNOUNCES  RED  LOBSTER  OPERATING
INITIATIVES AND INCREASED STOCK BUYBACK

ORLANDO,  FL  --  At  today's  annual  meeting,   Darden  Restaurants   released
first-quarter  results and announced  significant menu and service changes which
began  this  week at all Red  Lobster  restaurants.  In  addition,  the  Company
announced  that its Board of Directors  authorized  an increased  stock  buyback
program and declared the regular semi-annual dividend.

      For the first quarter ended August 25, 1996,  sales of $805.6 million were
down 3.6 percent  compared to last year.  Approximately  half the sales  decline
related to the  discontinued  China Coast  stores which were closed last August,
and the  remaining  shortfall  was  attributable  to Red Lobster.  First-quarter
earnings  after tax were  $20.5  million  or 13 cents  per  share,  compared  to
earnings after tax before restructuring charges of $32.8 million or 21 cents per
share in the first quarter of fiscal 1996. The decline in first-quarter earnings
was primarily attributable to significantly lower earnings at Red Lobster.

      In last year's first quarter,  the company  recorded a $75 million pre-tax
restructuring charge ($44.8 million after tax or $0.28 per share) to discontinue
China Coast.  After this unusual item,  last year's first  quarter  showed a net
loss of $12.1 million or $0.08 per share.

      This week,  Red  Lobster  launched a  significant  new sales and  customer
building  campaign  that  brings  together  new food and flavors  with  in-store
operational  improvements in an upbeat,  energetic atmosphere.  This program was
launched on September  16, with an  extensive  marketing  campaign  highlighting
everyday low prices,  quality ingredients and attentive service.  Customers will
find a large number of menu items priced under $10, half  portions  available on
many  favorite  entrees,  and new  flavorful  menu  items  such as Jay's  Jump'n
Jambalaya, Shrimp Cozumel and Louisiana Lacy's Catfish. In-store operations have
been simplified and additional  emphasis has been placed on training  throughout
the  restaurants  to  deliver  a more  consistent,  satisfying  customer  dining
experience.  Also,  an 800  number  has been  created  to  continuously  measure
customer satisfaction.

      Joe Lee,  Chairman and Chief Executive  Officer,  said "The  first-quarter
operating  results  are very  disappointing,  but I  believe  we have the  right
strategies and action plans in place to improve Red Lobster's  performance.  I'm
excited about the new, lower priced menu and the in-store operational changes we
are making to give each customer a great dining experience.  Because of one-time
costs to implement the changes at Red Lobster and the time required for customer
traffic  to build,  however,  we expect  Darden's  second  fiscal  quarter to be
unprofitable."

      After obtaining a favorable  legal opinion,  the Darden Board of Directors
authorized  the  buyback of an  additional  6% of the  Company's  common  stock,
bringing the total buyback  authorization  to 10% of shares  outstanding or 15.8
million shares.  These shares will be bought back  opportunistically on the open
market based on price and operating performance  considerations.  The Board also
declared  the  regular,  semi-annual  dividend  of 4 cents per share  payable on
November 1, 1996 to shareholders of record on October 10, 1996.

FIRST QUARTER OPERATING HIGHLIGHTS
      Food and beverage costs for the quarter were 33.2% of sales, approximately
the same as last year.  Restaurant labor increased to 30.6% of sales compared to
29.4% last year due to wage rate inflation and higher manager  compensation paid
in response to competitive  market  conditions.  Restaurant  expenses  increased
modestly to 15.3% of sales  compared to 14.9% last year as  smallwares  expenses
related to the Red Lobster operating initiatives were higher. As a result of the
sales decline and increased  labor and store expenses,  the  store-level  profit
margin  decreased  to 20.8% in the first  quarter of fiscal 1997 from 22.5% last
year. The increase in first-quarter selling, general and administrative expenses
to  12.3%  of  sales  compared  to  11.4%  of  sales  last  year  was  primarily
attributable  to the  completion of the staffing  required as a separate  public
company and to provide better direct support to our restaurants.

      The  effective  tax rate for the first  quarter  of fiscal  1997 was 29.1%
compared to 37.0% in last year's first quarter.  The estimated  effective annual
tax rate for fiscal 1997 is  approximately  29%,  which is down from last year's
effective tax rate before  unusual items of 36.8%  because of  expectations  for
higher tax credits and lower pretax income for the year.

DIVISION RESULTS
      Red Lobster  sales of $475.1  million were down 4.7% compared to the first
quarter of last year.  Same-store  sales in the U.S.  were down 6.4% as featured
promotions ran high preferences,  but did not increase customer traffic. Because
of the sales shortfall, Red Lobster operating profits for the first quarter were
significantly below the prior year. During the first quarter, Red Lobster opened
four new  stores  and closed  three for a total of 730  stores  compared  to 713
stores last year.  Red Lobster has reduced its new store  openings  and plans to
open only 10 additional  stores for the remainder of this fiscal year. Also, Red
Lobster  relocated six stores during the quarter,  four of which utilized former
China Coast sites,  and plans to relocate 16 more stores during the remainder of
the fiscal year, 12 of which will utilize  former China Coast sites.  During the
first quarter,  43 restaurants  were remodeled with the wharfside decor package.
Currently,  475  restaurants  or 65% of the total have been  remodeled or opened
with this  package.  The balance of  restaurants  scheduled for  remodeling  are
expected  to be  completed  during  the next 12 months  with  costs per  remodel
decreasing to approximately $200,000 to $250,000 per unit, versus prior costs of
$350,000 to $400,000 per unit.

      The Olive Garden  continued its steady course of  improvement  with a 2.2%
increase  in sales to $328.9  million.  Same-store  sales in the U.S.  increased
0.2%, representing the eighth consecutive quarter of same-store sales increases.
First-quarter  operating  profits  decreased  slightly  compared  to last  year,
primarily due to an unfavorable shift in the lunch/dinner traffic mix. The Olive
Garden  opened  three new units  during  the  quarter  for a total of 490 stores
compared to 475 stores at the end of last year's first quarter. Three additional
new stores are planned for the remainder of this year.

      Because  both Red Lobster and The Olive Garden have  meaningfully  reduced
new store  expansion,  this year's capital  expenditure  budget has been reduced
from earlier plans by  approximately  $50 million to a current  estimate of $200
million.  Furthermore,  future new store opening  commitments  have been sharply
reduced.  This will enable  management to focus on its top priority of improving
current operating performance.

      Jeff O'Hara, President and Chief Operating Officer commented, "Red Lobster
has  successfully  responded  to many  competitive  challenges  over its 28-year
history.  I am excited  about the changes we're making and confident we will see
improved customer traffic and operating performance as the year progresses."

OTHER ACTIONS
      At the Company's annual meeting, shareholders elected the nine nominees to
the  Board of  Directors,  approved  the  appointment  of KPMG Peat  Marwick  as
independent  auditors,  and  approved the  proposed  stock option and  incentive
plans.

      Darden Restaurants,  with headquarters in Orlando,  Florida is the world's
largest publicly traded casual dining company,  with 1,221 restaurants operating
under the Red Lobster, The Olive Garden and Bahama Breeze brands,  approximately
115,000 employees and annual sales of $3.2 billion.



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