DARDEN RESTAURANTS INC
8-K, 1999-09-24
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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 22, 1999


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


        Florida                     1-13666                      59-3305930
 (State or other juris-     (Commission file number)           (IRS employer
diction of incorporation)                                    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 5.           Other Events.

                  On  September  22,  1999,  the  Registrant   issued  two  news
                  releases, (a) one reporting that Robert W. Mock has been named
                  President of Smokey Bones BBQ and Hometown  Sports Bar and (b)
                  the other reporting that Dave Pickens has been named Executive
                  Vice President of Operations for Olive Garden Restaurants.

                  On September 23, 1999,  the  Registrant  issued a news release
                  reporting  certain  financial results for the first quarter of
                  fiscal 2000.

Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits.

                      Exhibit Number            Description

                      99.1            Press Release dated September 22, 1999,
                                      entitled "Bob Mock Named President of
                                      Smokey Bones BBQ, Darden's Exciting New
                                      Restaurant Venture"

                      99.2            Press Release dated September 22, 1999,
                                      entitled "Olive Garden Names Dave Pickens
                                      Executive Vice President of Operations"

                      99.3            Press Release dated September 23, 1999,
                                      entitled "Darden's First Quarter Results
                                      Include Record Quarterly Earnings Per
                                      Diluted Share"


                                       1


<PAGE>

                                   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 24, 1999                DARDEN RESTAURANTS, INC.


                                          By:  /s/ Paula J. Shives
                                               ---------------------------------
                                               Paula J. Shives
                                               Senior Vice President,
                                               General Counsel and Secretary


                                       2


<PAGE>

                                INDEX TO EXHIBITS


Exhibit Number                                                             Page

    99.1          Press Release dated September 22, 1999,
                  entitled "Bob Mock Named President of
                  Smokey Bones BBQ, Darden's Exciting New
                  Restaurant Venture"                                        4

    99.2          Press Release dated September 22, 1999,
                  entitled "Olive Garden Names Dave Pickens
                  Executive Vice President of Operations"                    6

    99.3          Press Release dated September 23, 1999,
                  entitled "Darden's First Quarter Results
                  Include Record Quarterly Earnings Per
                  Diluted Share"                                             7


                                       3


                                                                    EXHIBIT 99.1

Press Release dated September 22, 1999, of Darden Restaurants, Inc.

                  BOB MOCK NAMED PRESIDENT OF SMOKEY BONES BBQ
                    DARDEN'S EXCITING NEW RESTAURANT VENTURE

ORLANDO,  FL  (September  22, 1999)  Robert W. Mock,  Executive  Vice  President
Operations for Olive Garden and 30-year Darden veteran, has been named President
of Darden  Restaurants'  exciting  new  venture,  Smokey  Bones BBQ and Hometown
Sports Bar. Mock,  47, will report to Blaine  Sweatt,  President of Darden's New
Business Division, which recently opened the new startup restaurant.

     "Bob is an exceptional  leader with proven operations skills. He has been a
key  partner  with Olive  Garden  President  Brad Blum and has made  significant
contributions to the incredible success of Olive Garden," said Joe Lee, Chairman
& CEO of Darden  Restaurants.  "He is exactly  the right  person to lead  Smokey
Bones in this very exciting industry niche."

     Mock has earned a reputation  for sharp  operations  focus and  outstanding
leadership  skills.  His many  contributions to Darden  Restaurants began at Red
Lobster in 1969.  What started as a two-week job stretched  into a  three-decade
career with Darden Restaurants,  including his most recent assignment, Executive
Vice President Operations for Olive Garden.

     Smokey Bones BBQ and Hometown  Sports Bar is Darden's  newest  venture.  It
combines an all-American  sports bar with great tasting barbecue  favorites in a
rugged  cabin-themed  atmosphere.  The menu includes barbecue beef, smoked pork,
baby-back  ribs,  pork  spareribs and barbecue  chicken.  To round out the menu,
there are steaks,  grilled  fish and  steamed  vegetable  entrees.  Thirty-eight
televisions with tableside speakers provide great sports viewing. There are also
pool tables,  video  sports  games and darts in an  adjoining  room and Internet
access tableside.

     "Smokey  Bones  offers  exactly the right  opportunity  for me," Mock said.
"It's a great concept with no national leader in the segment. It translates well
across the country, and I do love barbecue."

     Said Lee, "We are fortunate to have deep talent at Darden  Restaurants  and
Bob is one of the best. His high standards,  commitment to people and impeccable
integrity make him an outstanding choice to lead Smokey Bones."


                                       4

<PAGE>

     Darden  Restaurants,  Inc.  headquartered  in  Orlando,  Florida,  owns and
operates 1,121 Red Lobster,  Olive Garden,  and Bahama Breeze  restaurants  with
annual sales of $3.5 billion.


                                       5


                                                                    EXHIBIT 99.2

Press Release dated September 22, 1999, of Darden Restaurants, Inc.

                         OLIVE GARDEN NAMES DAVE PICKENS
                     EXECUTIVE VICE PRESIDENT OF OPERATIONS

ORLANDO,  FL  (September  22, 1999) Dave Pickens has been named  Executive  Vice
President of Operations  for Olive Garden  Restaurants.

     Pickens,  44,  formerly  Senior Vice  President of Olive  Garden's  Orlando
Division,  will be  responsible  for leading all  operations  at the current 464
Olive  Garden  Restaurants  throughout  North  America.  He will report to Olive
Garden President Brad Blum.

     "Dave will work  closely  with me to ensure  outstanding  operations  as we
continue to build on the extremely  strong  performance  of Olive  Garden," said
Brad Blum,  President of Olive Garden. "As the natural successor to Bob Mock, he
is a proven leader who has already made many  significant  contributions  to the
company."

     Pickens,  a 26-year  Darden  veteran known as a strong leader and operator,
joined  Darden in 1973 as a Red Lobster  hourly  employee.  He has held  various
leadership  positions  including  Senior Vice  President of  Operations  for Red
Lobster and in 1995 he joined Olive Garden as Senior Vice  President  Operations
overseeing the 74-restaurant Orlando Division.

     "This is a  tremendous  opportunity,"  said  Pickens.  "Olive  Garden  is a
growing company with an even more exciting future.  Through operating excellence
we are  committed  to  delighting  every  guest  with a genuine  Italian  dining
experience."

     Olive  Garden  is  far  outpacing  the  casual  dining   industry  with  19
consecutive  quarters of  same-restaurant  sales  increases and is  consistently
delivering record profits. With over 50,000 employees and $1.5 billion in annual
sales, it is part of the Darden Family of  Restaurants.  Darden  Restaurants,  a
$3.5 billion publicly traded company also owns and operates Red Lobster,  Bahama
Breeze and Smokey Bones Restaurants.


                                       6

                                                                    EXHIBIT 99.3

Press Release dated September 23, 1999, of Darden Restaurants, Inc.

             DARDEN'S FIRST QUARTER RESULTS INCLUDE RECORD QUARTERLY
                           EARNINGS PER DILUTED SHARE

ORLANDO, FL - Darden Restaurants,  Inc. today reported record quarterly earnings
of 35 cents per diluted  share for its first  quarter,  which  ended  August 29,
1999,  a 46%  increase.  Earnings  after tax for the quarter were up over 34% to
$47.3 million. The world's largest  casual-dining  restaurant company said first
quarter  sales  rose  approximately  5% to  $929.4  million,  driven  by  strong
same-restaurant sales growth at Olive Garden and Red Lobster.

     "We are off to a great start. Both Olive Garden and Red Lobster continue to
produce  industry leading  increases in guest counts,  sales and earnings," said
Joe R. Lee,  Chairman and Chief Executive  Officer.  "These results are directly
attributable  to a focus on operating  excellence  by the  leadership  teams and
employees throughout our organization. Our strong operating platform is enabling
each of our  restaurant  companies  to take full  advantage of what is clearly a
favorable consumer  environment.  As consumer conditions change, strong consumer
brands and the best possible delivery of them through operating  excellence will
still  be the  key to  sustained  success,  so we feel  well-positioned  for the
future."

Highlights for the quarter ended August 29, 1999, included:

o    Earnings after tax in the first quarter were $47.3 million, or 35 cents per
     diluted share,  on $929.4  million in sales.  Prior year earnings after tax
     were  $35.2  million,  or 24 cents per  diluted  share,  on sales of $886.1
     million.

o    Olive Garden far outpaced the industry with  same-restaurant  sales up 8.1%
     in  the  quarter.   This  outstanding   performance   represents  the  20th
     consecutive  quarter of  same-restaurant  sales increases and enabled Olive
     Garden  to post  strong  double-digit  growth  in  operating  profit,  with
     absolute profit at a record quarterly level.

o    Red Lobster  continued  its strong  momentum,  reporting a  same-restaurant
     sales  increase of 4.0%,  to mark its 7th  consecutive  quarter of positive
     same-restaurant  sales. As a result of


                                       7

<PAGE>

     solid  sales  and  traffic  growth,  Red  Lobster  also  reported  a strong
     double-digit increase in operating profit.

o    Bahama Breeze  continues to exceed  Darden's  projections.  Six  additional
     restaurants  are currently under  construction  and expected to open during
     fiscal 2000.

o    The Company  purchased 1.4 million  shares of its common stock in the first
     quarter.

Operating Highlights

OLIVE  GARDEN'S  first quarter sales of $396.0 million were 7.8% above the prior
year. The 8.1%  same-restaurant  sales increase in the quarter comes on top of a
10.7%  same-restaurant  sales increase in the first quarter of last year.  Olive
Garden's sales improvement  continued to be driven by strong guest count growth.
This  performance  combined  with lower food and beverage  costs and  restaurant
expenses  as a  percentage  of  sales,  generated  a  very  strong  double-digit
operating profit increase and record quarterly profits.

"The  leadership  and dedication of our  restaurant  teams have propelled  Olive
Garden  to the  best  performance  in our  16-year  history,"  said  Brad  Blum,
President  of Olive  Garden.  "Our team is  passionate,  hungry,  and focused on
operating  excellence,  brand building and innovation to create outstanding long
term growth.  Through quality food and wine offerings and gracious  service in a
comfortable  atmosphere,  Olive  Garden is truly  committed to being a family of
local  restaurants,  focused on  delighting  every guest with a genuine  Italian
dining experience."

RED LOBSTER'S  first  quarter sales of $522.5  million were 1.8% higher than the
prior year.  Same-restaurant sales increased 4.0% in the quarter, improving upon
an 11.6% increase in the first quarter of the prior year.  Operating  profit for
the  quarter  increased  at a  strong  double-digit  pace  as a  result  of  the
same-restaurant   sales  growth  and  favorable  food  and  beverage  costs  and
restaurant  expenses as a percent of sales.  These  results were  achieved  even
though Red  Lobster  operated  29 fewer  restaurants  than last year and did not
repeat the high-volume "Bottomless Crab" promotion that generated high sales and
traffic volumes in the first quarter last year.

"We are  pleased  with our  results  and proud of our team,"  said Dick  Rivera,
President of Red Lobster.  "Each member of our crew deserves  tremendous  credit
for  our  accomplishments  as  well


                                       8


<PAGE>

as for the commitment and spirit they demonstrate each day. We are improving our
operations, strengthening our leadership and performing with more consistency as
we strive to be the best in casual dining.

BAHAMA  BREEZE sales  continue to exceed  expectations  at both newly opened and
more established  restaurants.  In addition,  construction has begun on six more
restaurants,  which are  located in  Louisville,  KY,  Birmingham,  AL,  Atlanta
(Kennesaw),  GA, Austin,  TX, Miami, FL, and Phoenix,  AZ. These restaurants are
expected to open during fiscal 2000.

Other Actions

Darden continued its buyback of common stock in the open market,  purchasing 1.4
million   shares  in  the  first  quarter.   Cumulatively,   since  the  initial
authorization  of its  repurchase  program in  December  1995,  the  Company has
repurchased  34.0  million  shares from a total  authorization  of 44.6  million
shares.

The Board of  Directors  declared  the  regular  4 cents  per share  semi-annual
dividend payable November 1, 1999 to shareholders of record October 11, 1999.

The Company  opened its first Smokey Bones  restaurant  on September 13, 1999 in
Orlando, FL.

Darden  Restaurants  Inc.,  headquartered in Orlando,  FL, owns and operates Red
Lobster,  Olive Garden,  Bahama Breeze and Smokey Bones  restaurants with annual
sales of $3.5 billion.


                                       9


<PAGE>

                            DARDEN RESTAURANTS, INC.
                              NUMBER OF RESTAURANTS

      08/30/98                                                 08/29/99
      --------                                                 --------

           646              Red Lobster USA                         617
            34              Red Lobster Canada                       34
        ------                                                   ------
           680                Total Red Lobster                     651

           459              Olive Garden USA                        459
             5              Olive Garden Canada                       5
        ------                                                   ------
           464                Total Olive Garden                    464

             3              Bahama Breeze                             6
        ------                                                   ------

         1,147                Total Restaurants                   1,121
        ======                                                   ======


                                       10


<PAGE>

                            DARDEN RESTAURANTS, INC.
                   FIRST QUARTER FY 2000 FINANCIAL HIGHLIGHTS
                      (In Millions, Except per Share Data)



                                                      13 Weeks Ended
                                            08/29/99                  08/30/98

Sales                                         $929.4                    $886.1

Net Earnings                                   $47.3                     $35.2

Net Earnings per Share:
    Basic                                      $0.36                     $0.25
    Diluted                                    $0.35                     $0.24

Average Number of Common Shares
  Outstanding:
    Basic                                      132.2                     139.7
    Diluted                                    136.4                     145.9


                                       11


<PAGE>

                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In Thousands, Except per Share Data)
                                   (Unaudited)

                                                       13 Weeks Ended
                                             08/29/99                  08/30/98
Sales                                        $929,391                  $886,057
Costs and Expenses:
Cost of sales:
    Food and beverages                        298,828                   296,415
    Restaurant labor                          295,119                   282,550
    Restaurant expenses                       132,121                   131,987
       Total Cost of Sales                    726,068                   710,952
Selling, general and administrative            94,150                    84,787
Depreciation and amortization                  31,370                    31,012
Interest, net                                   4,576                     5,435
       Total Costs and Expenses               856,164                   832,186
Earnings before Income Taxes                   73,227                    53,871
Income Taxes                                  -25,914                   -18,692
Net Earnings                                  $47,313                   $35,179

Net Earnings per Share:
    Basic                                       $0.36                     $0.25
    Diluted                                     $0.35                     $0.24

Average Number of Common Shares
  Outstanding:
    Basic                                     132,200                   139,700
    Diluted                                   136,400                   145,900


                                       12

<PAGE>

                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                                 (Unaudited)
                                                   08/29/99            05/30/99

ASSETS
Current Assets:
  Cash and cash equivalents                         $30,285             $40,960
  Receivables                                        22,526              20,256
  Inventories                                       192,492             144,115
  Net assets held for disposal                       35,692              35,269
  Prepaid expenses and other current assets          16,327              21,475
  Deferred income taxes                              60,890              65,662
    Total Current Assets                           $358,212            $327,737
Land, Buildings and Equipment                     1,468,629           1,473,535
Other Assets                                        102,482             104,388
    Total Assets                                 $1,929,323          $1,905,660

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                 $156,202            $144,725
  Short-term debt                                    27,000              23,500
  Current portion of long-term debt                   2,386               2,386
  Accrued payroll                                    63,946              74,265
  Accrued income taxes                               18,923              16,544
  Other accrued taxes                                26,573              25,965
  Other current liabilities                         231,377             246,830
    Total Current Liabilities                      $526,407            $534,215
Long-term Debt                                      313,490             314,065
Deferred Income Taxes                                72,389              72,086
Other Liabilities                                    21,334              21,258
    Total Liabilities                              $933,620            $941,624

Stockholders' Equity:
  Common stock and surplus                       $1,341,274          $1,328,796
  Retained earnings                                 225,321             178,008
  Treasury stock                                   -493,869            -466,902
  Accumulated other comprehensive income            -12,458             -12,115
  Unearned compensation                             -64,565             -63,751
    Total Stockholders' Equity                     $995,703            $964,036
Total Liabilities and Stockholders' Equity       $1,929,323          $1,905,660


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