<PAGE>
Filed Pursuant to Rule 424(b)(5)
File No. 333-41350
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement is not complete and may be +
+changed. A registration statement relating to these securities has been filed +
+with the Securities and Exchange Commission and has been declared effective. +
+This prospectus supplement is not an offer to sell these securities, and it +
+is not soliciting an offer to buy these securities in any state where the +
+offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated August 25, 2000
Prospectus Supplement
August , 2000
(To Prospectus dated August 22, 2000)
$150,000,000
[Red Lobster(R) Logo Olive Garden(R) Logo Bahama Breeze(R) Logo Smokey Bones
BBQ Sports Bar(SM) Logo]
DARDEN RESTAURANTS, INC.
% Senior Notes due 20
---------------
About Darden: The Notes:
. Maturity: ,
. We are the world's 20 .
largest casual . Interest Payments:
dining restaurant Semi-annually in
organization. We cash on and
operate Red , beginning
Lobster(R), Olive on , 2001.
Garden(R), Bahama
Breeze(R) and Smokey . Redemption: We may
Bones BBQ Sports redeem the notes
BarSM restaurants. prior to maturity,
in whole or in part,
. Our address is: at a redemption
5900 Lake Ellenor price equal to the
Drive greater of the
Orlando, Florida 32809 principal amount of
Telephone: (407) 245- the notes and the
4000 make-whole price
described in this
prospectus
supplement. We will
also pay accrued
interest to the date
of redemption. See
"Description of
Notes -- Optional
Redemption" on page
S-10.
The Offering:
. Use of Proceeds: We
intend to use the
net proceeds from
the sale of the
notes to repay . Ranking of Notes:
short-term debt and The notes rank
provide working equally with all of
capital. our other unsecured
and unsubordinated
. Delivery: We expect debt.
the delivery of the
notes will be made
to investors through
The Depository Trust
Company on or about
August , 2000.
Trading:
. The notes will not
be listed on any
securities exchange
or included in any
automated quotation
system.
---------------
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Public offering price (1)........................................ % $
Underwriting discount............................................ % $
Our proceeds before expenses..................................... % $
</TABLE>
-----
(1) Plus accrued interest from , 2000, if settlement occurs after
that date.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
---------------
Banc of America Securities LLC
First Union Securities, Inc.
SunTrust Equitable Securities Corporation
Wachovia Securities, Inc.
The Williams Capital Group, L.P.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
<CAPTION>
Page
----
<S> <C>
Special Note of Caution Regarding Forward-Looking Statements............... S-2
Summary.................................................................... S-3
Use of Proceeds............................................................ S-5
Capitalization............................................................. S-5
About Darden............................................................... S-6
Description of Notes....................................................... S-8
Underwriting............................................................... S-12
</TABLE>
Prospectus
<TABLE>
<S> <C>
Special Note of Caution Regarding Forward-Looking Statements................ i
About Darden................................................................ 1
About the Offering.......................................................... 1
Ratio of Consolidated Earnings to Fixed Charges............................. 1
Use of Proceeds............................................................. 1
Description of Debt Securities.............................................. 2
Plan of Distribution........................................................ 12
Experts..................................................................... 14
Validity of Debt Securities................................................. 14
Where You Can Find More Information About Darden............................ 14
</TABLE>
This document is in two parts. The first part is the prospectus supplement,
which describes the specific terms of the notes that we are offering and some
other matters relating to us and our business. The second part, the
accompanying base prospectus, gives more general information, some of which
does not apply to this series of notes we are offering. Generally, when we
refer to the prospectus, we are referring to both parts combined. If the
description of your notes varies between the prospectus supplement and the
accompanying base prospectus, you should rely on the information in the
prospectus supplement.
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying base prospectus.
We have not, and the underwriters have not, authorized any other person to
provide you with additional or different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are
not, and the underwriters are not, making an offer to sell these notes in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement and the accompanying
base prospectus, as well as information we previously filed or subsequently
file with the SEC that is incorporated by reference, is accurate as of its date
only. Our business, financial condition, results of operations and prospects
may have changed since the date of that information.
SPECIAL NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS
Some statements in this prospectus supplement, the accompanying base
prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying base prospectus may constitute "forward-looking
statements" within the meaning of federal securities laws. When used in our
documents or oral presentations, the words "anticipate," "estimate," "expect,"
"objective," "projection," "forecast," "goal" or similar words are intended to
identify forward-looking statements. Forward-looking statements are based on
our management's beliefs, assumptions, and expectations of our future economic
performance, taking into account the information currently available to them.
These statements are not statements of historical fact. Forward-looking
statements involve risks and uncertainties that may cause our actual results,
performance or financial condition to be materially different from the
expectations of future results, performance or financial condition we express
or imply in any forward-looking statements.
We have identified a number of cautionary factors in our filings with the
SEC, including our most recent Annual Report on Form 10-K and Exhibit 99
attached thereto, which are incorporated by reference in this prospectus
supplement, and we refer you to those reports for further information. We
qualify any forward-looking statements entirely by these cautionary factors.
S-2
<PAGE>
SUMMARY
In this prospectus supplement, the words "we," "our," "ours" and "us" refer
to Darden Restaurants, Inc. and its subsidiaries and predecessors, unless the
context otherwise requires. The following summary contains basic information
about this offering. It may not contain all the information that is important
to you. The "Description of Notes" section of this prospectus supplement
contains more detailed information regarding the terms and conditions of the
notes.
The Offering
Issuer.................. Darden Restaurants, Inc.
Securities.............. $150 million principal amount of % senior notes
due 20 .
Maturity................ The notes will mature , 20 .
Interest Rate........... The notes will bear interest at the rate of %
per annum.
Interest Payment We will pay interest on the notes semi-annually, in
Dates................... cash, on and beginning
, 2001.
Optional Redemption..... We may redeem the notes prior to maturity, in whole
or in part, at a redemption price equal to the
greater of the principal amount of the notes and
the make-whole price described in this prospectus
supplement. We will also pay accrued interest to
the date of redemption. See "Description of Notes
-- Optional Redemption" on page S-10.
Ranking................. The notes will be our general unsecured
obligations. The notes will rank equally with all
of our other unsecured and unsubordinated debt, and
senior in right of payment to all of our future
subordinated debt. The notes are not guaranteed by
any of our subsidiaries. The notes will be
effectively subordinated to:
. any of our secured debt to the extent of the
assets securing that debt; and
. all debt for money borrowed and other
liabilities of our subsidiaries.
As of May 28, 2000, after giving effect to this
offering and the application of its proceeds, we
would have had approximately $457 million of
unsecured debt (including the notes), none of which
was debt of our subsidiaries, and we had no secured
debt.
Some Covenants.......... The indenture governing the notes contains
covenants that will limit our ability to:
. incur some liens securing debt;
. engage in some sale-leaseback transactions; and
. enter into some consolidations, mergers or
transfers of substantially all of our assets.
Use of Proceeds......... The net proceeds from the sale of the notes will be
used to repay short-term debt and provide working
capital.
S-3
<PAGE>
Summary Financial Data
We derived the summary financial data presented below for each of the five
fiscal years in the period ended May 28, 2000 from our audited consolidated
financial statements and 2000 Annual Report to Shareholders. You should read
the financial data presented below in conjunction with the consolidated
financial statements, the related notes and other financial information
contained in our Annual Report on Form 10-K for the year ended May 28, 2000,
which is incorporated in this prospectus supplement and the accompanying base
prospectus by reference. See the section entitled "Where You Can Find More
Information" in the accompanying base prospectus.
<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------------------------
May 28, May 30, May 31, May 25, May 26,
2000 1999 1998 1997 1996
---------- ---------- ---------- ---------- ----------
(In thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C>
Summary of Operations
Sales................... $3,701,256 $3,458,107 $3,287,017 $3,171,810 $3,191,779
Costs and expenses:
Cost of sales:
Food and beverage.... 1,199,709 1,133,705 1,083,629 1,077,316 1,062,624
Restaurant labor..... 1,180,090 1,117,401 1,062,490 1,017,315 954,886
Restaurant expenses.. 521,159 493,811 482,311 481,348 455,626
---------- ---------- ---------- ---------- ----------
Total cost of sales.... $2,900,958 $2,744,917 $2,628,430 $2,575,979 $2,473,136
---------- ---------- ---------- ---------- ----------
Restaurant operating
profit................. 800,298 713,190 658,587 595,831 718,643
---------- ---------- ---------- ---------- ----------
Selling, general and
administrative......... 379,470 360,909 358,542 361,263 373,920
Depreciation and
amortization........... 130,464 125,327 126,289 136,876 134,599
Interest, net........... 22,388 19,540 20,084 22,291 21,406
Restructuring and asset
impairment expense (or
credit), net........... (5,931) (8,461) -- 229,887 75,000
---------- ---------- ---------- ---------- ----------
Total costs and
expenses............... $3,427,349 $3,242,232 $3,133,345 $3,326,296 $3,078,061
---------- ---------- ---------- ---------- ----------
Earnings (loss) before
income taxes........... 273,907 215,875 153,672 (154,486) 113,718
Income taxes............ 97,202 75,337 51,958 (63,457) 39,363
---------- ---------- ---------- ---------- ----------
Net earnings (loss)..... $ 176,705 $ 140,538 $ 101,714 $ (91,029) $ 74,355
---------- ---------- ---------- ---------- ----------
Net earnings (loss) per
share:
Basic.................. $ 1.38 $ 1.02 $ 0.69 $ (0.59) $ 0.47
Diluted................ $ 1.34 $ 0.99 $ 0.67 $ (0.59) $ 0.46
Balance Sheet Data
Total assets............ $1,971,423 $1,890,247 $1,984,742 $1,963,722 $2,088,504
Land, buildings and
equipment.............. 1,578,541 1,461,535 1,490,348 1,533,272 1,702,861
Working capital
(deficit).............. (316,427) (194,478) (161,123) (143,211) (157,326)
Long-term debt.......... 306,586 316,451 310,608 313,192 301,205
Stockholders' equity.... 960,470 964,036 1,019,845 1,081,213 1,222,637
Stockholders' equity per
share.................. 7.86 7.30 7.23 7.07 7.70
Other Data
Cash flow from
operations............. $ 377,120 $ 348,220 $ 236,125 $ 189,203 $ 294,032
Capital expenditures.... 268,946 123,673 112,168 159,688 213,905
Dividends paid.......... 10,134 10,857 11,681 12,385 12,647
Dividends paid per
share.................. 0.08 0.08 0.08 0.08 0.08
Advertising expense..... $ 181,959 $ 180,563 $ 186,261 $ 204,321 $ 239,526
Number of employees..... 122,300 116,700 114,800 114,600 119,100
Number of restaurants... 1,139 1,139 1,151 1,182 1,217
Ratio of consolidated
earnings to fixed
charges(1)............. 7.07 6.18 4.96 2.89 5.57
</TABLE>
--------
(1) Earnings represent consolidated pretax earnings from continuing operations
before restructuring and asset impairment expense or credit, net, plus
fixed charges (net of capitalized interest). Fixed charges represent
interest costs, whether expensed or capitalized, and the percent of minimum
restaurant and equipment lease payments deemed to represent the interest
factor.
S-4
<PAGE>
USE OF PROCEEDS
We estimate our net proceeds from the sale of the notes we are offering will
be approximately $ million after deducting underwriting discounts and
commissions and estimated offering expenses. We intend to use the net proceeds
to repay short-term debt and provide working capital.
CAPITALIZATION
The following table sets forth our consolidated capitalization as of May 28,
2000, and as adjusted to give effect to the issuance of the notes we are
offering. The net proceeds will be used as described in the section entitled
"Use of Proceeds" in this prospectus supplement.
<TABLE>
<CAPTION>
As of May 28, 2000
----------------------
As
Actual Adjusted
---------- ----------
(in thousands)
<S> <C> <C>
Long-term debt
6.375% notes due 2006................................ $150,000 $150,000
7.125% debentures due 2016........................... 100,000 100,000
Less issuance discount............................... (1,174) (1,174)
---------- ----------
Net 6.375% notes and 7.125% debentures............... 248,826 248,826
Other fixed rate debt................................ 5,160 5,160
Variable rate ESOP loan (6.87% at May 28, 2000) due
2018................................................ 52,600 52,600
Notes offered hereby................................. -- 150,000
========== ==========
Total long-term debt............................... $ 306,586 $ 456,586
Stockholders' equity:
Common stock and surplus, no par value............... $1,351,707 $1,351,707
Preferred stock, no par value........................ -- --
Retained earnings.................................... 344,579 344,579
Treasury stock, at cost.............................. (666,837) (666,837)
Accumulated other comprehensive income............... (12,457) (12,457)
Unearned compensation................................ (56,522) (56,522)
---------- ----------
Total stockholders' equity......................... $ 960,470 $ 960,470
---------- ----------
Total capitalization............................... $1,267,056 $1,417,056
========== ==========
</TABLE>
S-5
<PAGE>
ABOUT DARDEN
We are the world's largest casual dining restaurant organization. As of May
28, 2000, we operated 1,102 restaurants in 49 states, including 622 Red
Lobster, 464 Olive Garden, 14 Bahama Breeze and two Smokey Bones BBQ Sports Bar
restaurants. We also operated 37 restaurants in Canada, including 32 Red
Lobster and five Olive Garden restaurants. We operate all of our North American
restaurants. In Japan, as of May 28, 2000, Red Lobster Japan Partners, a
Japanese retailer that is not affiliated with us, operated 35 Red Lobster
restaurants under an Area Development and Franchise Agreement.
We opened our first restaurant, a Red Lobster, in Lakeland, Florida in
January 1968. We were acquired by General Mills, Inc. in 1970. In May 1995, we
became a separate publicly held company when General Mills distributed all of
our outstanding stock to the stockholders of General Mills.
Strategy
We are a leader in the casual dining segment of the restaurant industry and
are committed to the following four strategic building blocks:
. day-to-day operating excellence in our restaurants;
. continuous leadership development throughout our company;
. providing service and hospitality that redefines casual dining; and
.a continuing commitment to culinary excellence.
Our continued focus on each of these four building blocks provides a strong
foundation for our future growth. Our objective is to continue to expand our
current portfolio of restaurant concepts, and to develop or acquire additional
concepts which can be expanded profitably. We are currently testing new ideas
and concepts, as well as expanding our test of Smokey Bones BBQ Sports Bar in
light of favorable consumer response. We also regularly evaluate potential
acquisition candidates to assess whether they would satisfy our strategic and
financial objectives. At present, we have not identified any specific
acquisitions.
We will continue to focus on improving operating returns at Olive Garden and
Red Lobster, and limit new restaurant expansion of those concepts to the
highest-potential sites. In addition, we plan to expand Bahama Breeze at a pace
that will enable each new restaurant to capture the concept's full potential.
The specific number of openings will also depend upon other factors, such as
our ability to locate appropriate sites, negotiate acceptable purchase or lease
terms, obtain necessary local governmental permits, complete construction and
recruit and train restaurant management and hourly personnel.
Restaurant Concepts
Red Lobster
Red Lobster is the largest casual dining, seafood-specialty restaurant group
in the United States. It offers an extensive menu featuring fresh fish, shrimp,
crab, lobster, scallops and other seafood in a casual atmosphere. The menu
includes a variety of specialty seafood and non-seafood appetizers and
desserts.
Olive Garden
Olive Garden is the market share leader among casual dining Italian
restaurants in North America. Olive Garden's menu includes a variety of
authentic Italian foods featuring fresh ingredients and an expanded wine list
that includes a broad selection of wines imported from Italy. The menu includes
antipasti (appetizers); soups, salad and garlic breadsticks; baked pastas;
sauteed specialties with chicken, seafood and fresh vegetables; grilled meats;
and a variety of desserts. Olive Garden also uses coffee imported from Italy
for its espresso and cappuccino.
S-6
<PAGE>
Bahama Breeze
Bahama Breeze is our Caribbean-themed restaurant which offers guests a
distinctive island dining experience. The first Bahama Breeze was opened in
1996. We continued to test the concept by opening a limited number of
additional restaurants in each of the following years. In fiscal 2000, we
opened 8 Bahama Breeze restaurants in 6 new markets, bringing the total to 14
restaurants in 11 markets.
Smokey Bones BBQ Sports Bar
Our newest casual dining restaurant concept, Smokey Bones BBQ Sports Bar,
combines barbecue with a relaxed sports bar atmosphere. We opened the first
Smokey Bones BBQ Sports Bar in September 1999. There are currently two
restaurants, both located in Orlando, Florida.
S-7
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the notes we are
offering supplements and, to the extent inconsistent, supersedes the
description of the general terms of the debt securities set forth under the
section entitled "Description of Debt Securities" in the accompanying base
prospectus. You should read the base prospectus in conjunction with this
prospectus supplement. Because this is a summary, it does not contain all the
information that may be important to you. You should also read the entire
indenture, including the definitions of some terms, before you make any
investment decision.
General
The notes will be issued under an indenture dated as of January 1, 1996
between us and Wells Fargo Bank Minnesota, National Association (formerly known
as Norwest Bank Minnesota, National Association), as trustee. The principal
corporate trust office of the trustee is located at Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479.
The notes are a separate series of debt securities under the indenture. The
notes will mature on , 20 . Interest on the notes will accrue
from , 2000 and will be payable semi-annually, in cash, on
and , beginning , 2001, and at maturity to the
persons in whose name the notes are registered at the close of business on the
or prior to the applicable interest payment date, at
the annual rate specified on the cover page of this prospectus supplement. The
notes will rank equally with all of our other unsecured and unsubordinated
debt.
The notes will not be listed on any securities exchange. The notes will be a
new issue of securities with no established trading market. We cannot assure
you as to whether any market will develop, the liquidity of any market that may
develop or the prices at which holders of the notes would be able to sell the
notes.
Book-Entry System
The Depository Trust Company (referred to as "DTC"), New York, New York,
will act as the initial securities depositary for the notes. The notes will be
represented by one fully-registered global certificate, in the aggregate
principal amount of the notes. The certificate will be registered only in the
name of Cede & Co., DTC's nominee, and deposited with DTC or its custodian.
The following is based on information furnished to us by DTC:
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the United States Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its direct participants deposit with DTC. DTC also
facilitates the settlement among direct participants of securities
transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in direct participants'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other
organizations.
DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship
with a direct participant, either directly or indirectly. The rules
applicable to DTC and its direct and indirect participants are on file with
the SEC. Persons who are not direct or indirect participants may
beneficially own securities held by DTC only through participants.
S-8
<PAGE>
Purchases of the notes under the DTC system must be made by or through
direct participants, which will receive a credit for the notes on DTC's
records. The ownership interest of each actual purchaser of the notes is in
turn to be recorded on the direct and indirect participants' records.
Beneficial owners will not receive written confirmation from DTC of their
purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participants
through which the beneficial owners purchased the notes. Transfers of
ownership interests in the notes are to be accomplished by entries made on
the books of direct and indirect participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the notes, except in the event
that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, the notes deposited by direct
participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of the notes with DTC and their
registration in the name of Cede & Co. do not effect any change in
beneficial ownership. DTC has no knowledge of the actual beneficial owners
of the notes. DTC's records reflect only the identity of the direct
participants to whose accounts the notes are credited, which may or may not
be the beneficial owners. The direct and indirect participants will remain
responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by
direct participants and indirect participants to beneficial owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
In those cases where a vote is required, neither DTC nor Cede & Co. will
itself consent or vote with respect to the notes. Under its usual
procedures, DTC would mail an omnibus proxy to us as soon as possible after
the record date. The omnibus proxy assigns Cede & Co.'s consenting or
voting rights to those direct participants to whose accounts the notes are
credited on the record date (identified in a listing attached to the
omnibus proxy).
Payments on the notes will be made to DTC in immediately available
funds. DTC's practice is to credit direct participants' accounts, upon
DTC's receipt of funds on the payable date in accordance with their
respective holdings shown on DTC's records. Payments by participants to
beneficial owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of that participant and not of DTC or us, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment to DTC is our responsibility, and disbursement of those payments to
direct participants shall be the responsibility of DTC, and disbursement of
those payments to the beneficial owners shall be the responsibility of
direct and indirect participants.
So long as DTC, or its nominee, is the registered owner of the global
security, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of the book entry securities for all purposes under
the indenture. Except as provided in this prospectus supplement, a
beneficial owner of the notes will not be entitled to receive physical
delivery of the notes. Accordingly, each beneficial owner must rely on the
procedures of DTC to exercise any rights under the notes. The laws of some
jurisdictions require that some purchasers of securities take physical
delivery of securities in a definitive form. These laws may impair the
ability to transfer beneficial interests in a global note.
DTC may discontinue providing its services as securities depositary with
respect to the notes at any time by giving reasonable notice. Under those
circumstances, in the event that a successor securities depositary is not
obtained, notes certificates will be printed and delivered to the holders
of record as instructed by DTC to the trustee. Additionally, we may decide
to discontinue use of the system of book-entry transfers through DTC (or a
successor securities depositary) with respect to the notes. In that event,
S-9
<PAGE>
certificates for the notes will be printed and delivered to the holders of
record as instructed by DTC to the trustee. It is expected that DTC's
instructions to the trustee regarding the holders of record will be based
upon directions received by DTC from its participants with respect to
ownership of beneficial interests in the global note.
We have no responsibility for the performance by DTC or its direct or
indirect participants of their respective obligations as described in this
prospectus supplement or under the rules and procedures governing their
respective operations.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.
Same-Day Funds Settlement System and Payment
We will make all payments of principal and interest in immediately available
funds.
Secondary trading in long-term notes of corporate issuers is generally
settled in clearinghouse or next-day funds. In contrast, the notes will trade
in DTC's Same-Day Funds Settlement System until maturity, and secondary market
trading activity in the notes will therefore be required by the depositary to
settle in immediately available funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading
activity in the notes.
Optional Redemption
The notes will be redeemable, in whole or in part, at our option, at any
time at a redemption price equal to the greater of:
.100% of the principal amount of the notes, and
. as determined by the quotation agent, the sum of the present values of
the remaining scheduled payments of principal and interest on the notes
(not including any portion of those payments of interest accrued as of
the redemption date) discounted to the redemption date on a semi-annual
basis assuming a 360 day year consisting of twelve 30 day months at the
adjusted treasury rate plus basis points plus, in each case,
accrued and unpaid interest on the notes to the redemption date.
The quotation agent means the reference treasury dealer appointed by us to
serve in that capacity. The term reference treasury dealer means each of Banc
of America Securities LLC and Wachovia Securities, Inc. and their respective
successors. If however, either of these reference treasury dealers ceases to be
a primary U.S. government securities dealer in New York City, we will
substitute another primary treasury dealer.
A reference treasury dealer quotation means, with respect to each reference
treasury dealer and any redemption date, the average, as determined by us, of
the bid and asked prices for the comparable treasury issue (expressed, in each
case, as a percentage of its principal amount) quoted on the third business day
preceding the redemption date.
The adjusted treasury rate means, for any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the comparable
treasury issue, assuming a price of the comparable treasury issue (expressed as
a percentage of its principal amount) equal to the comparable treasury price
for that redemption date. The comparable treasury issue means the United States
treasury security selected by the quotation agent as having a maturity
comparable to the remaining term of the notes to be redeemed that would be
used, at the time of a selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the notes.
The comparable treasury price means for any redemption date:
. the average of the reference treasury dealer quotations for such
redemption date, after excluding the highest and lowest reference
treasury dealer quotation, or
S-10
<PAGE>
. if the trustee obtains fewer than three reference treasury dealer
quotations, the average of the quotations.
In the case of a partial redemption, selection of the notes for redemption
will be made pro rata, by lot or by such other method as the trustee in its
sole discretion deems appropriate and fair. No notes of a principal amount of
$1,000 or less will be redeemed in part. Notice of any redemption, will be
mailed by first class mail at least 30 days but not more than 60 days before
the redemption date to each holder of the notes to be redeemed at its
registered address. If any note is to be redeemed in part only, the notice of
redemption that relates to the note will state the portion of the principal
amount of the note to be redeemed. A new note in a principal amount equal to
the unredeemed portion of the note will be issued in the name of the holder of
the note upon surrender for cancellation of the original note. Unless we
default in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the notes or the portions of the notes called
for redemption.
Mandatory Redemption
We will not be required to make any mandatory sinking fund payments with
regard to the notes or to redeem any of the notes before maturity.
Covenants
The notes are subject to the restrictive covenants described under the
section entitled "Description of Debt Securities -- Some Restrictive Covenants"
in the accompanying base prospectus.
Consolidation, Merger and Sale of Assets
The notes are subject to some limitations on our ability to enter into some
consolidations, mergers or transfers of substantially all of our assets as
described under the section entitled "Description of Debt Securities --
Consolidation, Merger and Sale of Assets" in the accompanying base prospectus.
Events of Default
The notes are subject to the events of default described under the section
entitled "Description of Debt Securities -- Events of Default" in the
accompanying base prospectus.
Defeasance and Discharge Provisions
The notes are subject to defeasance and discharge of debt, or to defeasance
of some restrictive covenants as described under the section entitled
"Description of Debt Securities -- Defeasance" in the accompanying base
prospectus.
Modification and Waiver
The notes are subject to provisions allowing, under some conditions, the
modification or amendment of the indenture or waiving our compliance with some
provisions of the indenture, as described under the section entitled
"Description of Debt Securities -- Modification and Waiver" in the accompanying
base prospectus.
S-11
<PAGE>
UNDERWRITING
Subject to the terms and conditions specified in an underwriting agreement
and the terms agreement, among us and the underwriters named below, we have
agreed to sell to each of the underwriters and each of the underwriters
severally has agreed to purchase from us the principal amount of the notes set
forth opposite its name below. The underwriting agreement provides that the
obligations of the underwriters are subject to some conditions and that the
underwriters will be obligated to purchase all of the notes if any are
purchased.
<TABLE>
<CAPTION>
Principal Amount
Underwriters of Notes
------------ ----------------
<S> <C>
Banc of America Securities LLC.............................. $ 90,000,000
First Union Securities, Inc. ............................... 18,000,000
SunTrust Equitable Securities Corporation................... 18,000,000
Wachovia Securities, Inc. .................................. 18,000,000
The Williams Capital Group, L.P. ........................... 6,000,000
------------
$150,000,000
============
</TABLE>
The underwriters propose to offer the notes to the public at the public
offering price specified on the cover page of this prospectus supplement, and
to the dealers at that price less a concession of no more than . % of the
principal amount of the notes. The underwriters may allow, and the dealers may
reallow, a discount of no more than . % of the principal amount of the notes
to other dealers. The public offering price, concession and discount may be
changed after the offering of the notes to the public.
The notes are a new issue of securities with no established trading market.
We do not intend to apply for listing of the notes on any national securities
exchange or for quotation of the notes on any automated dealer quotation
system. The underwriters have advised us that they intend to make a market in
the notes after the offering, although they are under no obligation to do so.
The underwriters may discontinue any market-making activities at any time
without any notice. We can give no assurance as to the liquidity of the trading
market for the notes or that a public trading market for the notes will
develop. If no active public trading market develops, the market price and
liquidity of the notes may be adversely affected. If the notes are traded, they
may trade at a discount from their initial offering price, depending on factors
such as prevailing interest rates, the market for similar securities and our
performance, as well as other factors not listed here.
We have agreed to indemnify the underwriters against, or to contribute to
payments that the underwriters may be required to make regarding some
liabilities, including liabilities under the Securities Act.
The underwriters, as well as dealers and agents, may purchase and sell the
notes in the open market. These transactions may include stabilizing
transactions and purchases to cover syndicate short positions created in
connection with the offering. Stabilizing transactions consist of bids and
purchases made to prevent or slow a decline in the market price of the notes.
Syndicate short positions arise when the underwriters or agents sell more notes
than we are required to sell to them in the offering. The underwriters may also
impose penalty bids by which the underwriting syndicate may reclaim selling
concessions allowed to either syndicate members or broker dealers who sell
notes in the offering for their own account if the syndicate repurchases the
notes in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the notes, which may be higher
as a result of these activities than it might otherwise be in the open market.
These activities, if commenced, may be discontinued at any time without notice.
We and the underwriters make no representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the notes. In addition, we and the underwriters make no
representation that the underwriters will engage in those types of transactions
or that those transactions, once commenced, will not be discontinued without
notice.
S-12
<PAGE>
The underwriters, and some of their affiliates, have provided, and may
continue to provide, investment banking, financial advisory, commercial banking
and other services to us and our affiliates and have received, and may continue
to receive, customary fees in connection with those services. Bank of America,
N.A., an affiliate of Banc of America Securities LLC, is a co-agent and a co-
lender under our $300 million revolving credit facility dated as of October 29,
1999. First Union National Bank, an affiliate of First Union Securities, Inc.,
is the documentation agent and a co-lender under that credit facility. SunTrust
Bank, Central Florida, N.A., an affiliate of SunTrust Equitable Securities
Corporation, is the syndication agent and a co-lender under that credit
facility. Wachovia Bank, N.A., an affiliate of Wachovia Securities, Inc., is
the administrative agent and a co-lender under that credit facility, and
Wachovia Securities, Inc. was the lead arranger under that credit facility. In
addition, Wachovia Bank of Georgia, N.A., an affiliate of Wachovia Securities,
Inc., is the lender under the ESOP loan agreement under which $52.6 million was
outstanding as of May 28, 2000, and First Union National Bank is the transfer
agent and the registrar for our common stock.
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $270,000.
S-13
<PAGE>
PROSPECTUS
$500,000,000
DARDEN RESTAURANTS, INC.
Debt Securities
----------------
. We may use this prospectus from . A supplement to this prospectus
time to time to offer unsecured will name any underwriters,
debt securities in one or more dealers or agents involved in the
series. sale of our debt securities and
describe their compensation.
. We are the world's largest casual
. The debt securities will be dining restaurant organization.
issued under the terms of an We operate Red Lobster(R), Olive
indenture, which is described in Garden(R), Bahama Breeze(R) and
this prospectus. Smokey Bones BBQ Sports BarSM
restaurants. We are based in
Orlando, Florida.
. The specific terms of each series . We do not expect our debt
of debt securities issued will be securities to officially trade in
described in detail in a any public market.
supplement to this prospectus.
. We may sell debt securities
directly to purchasers, through
underwriters, dealers or agents
or through any combination of
these methods.
This prospectus may not be used to consummate sales of these debt securities
unless accompanied by a prospectus supplement. The prospectus supplement may
update or change information contained in this prospectus.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is August 22, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS............... i
ABOUT DARDEN............................................................... 1
ABOUT THE OFFERING......................................................... 1
RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES............................ 1
USE OF PROCEEDS............................................................ 1
DESCRIPTION OF DEBT SECURITIES............................................. 2
PLAN OF DISTRIBUTION....................................................... 12
EXPERTS.................................................................... 14
VALIDITY OF DEBT SECURITIES................................................ 14
WHERE YOU CAN FIND MORE INFORMATION ABOUT DARDEN........................... 14
</TABLE>
----------------
SPECIAL NOTE OF CAUTION REGARDING
FORWARD-LOOKING STATEMENTS
Some statements in this prospectus, any applicable prospectus supplement and
the documents incorporated by reference into this prospectus may constitute
"forward-looking statements" within the meaning of federal securities laws.
When used in our documents or oral presentations, the words "anticipate,"
"estimate," "expect," "objective," "projection," "forecast," "goal" or similar
words are intended to identify forward-looking statements. Forward-looking
statements are based on our management's beliefs, assumptions, and expectations
of our future economic performance, taking into account the information
currently available to them. These statements are not statements of historical
fact. Forward-looking statements involve risks and uncertainties that may cause
our actual results, performance or financial condition to be materially
different from the expectations of future results, performance or financial
condition we express or imply in any forward-looking statements.
We have identified a number of cautionary factors in our filings with the
SEC including our most recent Annual Report on Form 10-K and Exhibit 99
attached thereto, which are incorporated by reference in this prospectus, and
we refer you to those reports for further information. We qualify any forward-
looking statements entirely by these cautionary factors.
i
<PAGE>
ABOUT DARDEN
We are the world's largest casual dining restaurant organization. As of May
28, 2000, we operated 1,102 restaurants in 49 states, including 622 Red
Lobster, 464 Olive Garden, 14 Bahama Breeze and two Smokey Bones BBQ Sports Bar
restaurants. We also operated 37 restaurants in Canada, including 32 Red
Lobster and five Olive Garden restaurants. We operate all of our North American
restaurants. In Japan, as of May 28, 2000, Red Lobster Japan Partners, a
Japanese retailer that is not affiliated with us, operated 35 Red Lobster
restaurants under an Area Development and Franchise Agreement.
We opened our first restaurant, a Red Lobster, in Lakeland, Florida in
January 1968. We were acquired by General Mills, Inc. in 1970. In May 1995, we
became a separate publicly held company when General Mills distributed all of
our outstanding stock to the stockholders of General Mills.
We were incorporated under the laws of the State of Florida in 1995. Our
principal executive offices are located at 5900 Lake Ellenor Drive, Orlando,
Florida 32809. Our telephone number is (407) 245-4000.
ABOUT THE OFFERING
We may offer and sell from time to time, in one or more series, unsecured
debt securities, which may consist of notes, debentures or other evidences of
indebtedness. The total initial offering prices of the debt securities that we
may offer and sell under this prospectus and supplements to it will not be
greater than $500,000,000 or the equivalent in a foreign currency at the time
of sale. This prospectus provides you with a general description of the
securities we may offer.
Each time we offer securities, we will provide you with a prospectus
supplement that will describe the specific amounts, prices and terms of the
securities being offered. The prospectus supplement may also add, update or
change information contained in this prospectus. To understand the terms of our
securities, you should carefully read this prospectus with the attached
prospectus supplement, which together provide the specific terms of the
securities that we are offering.
RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES
The following table describes the ratio of our consolidated earnings to
fixed charges for each of the years indicated:
<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------
May 28, May 30, May 31, May 25, May 26,
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Ratio of consolidated earnings to
fixed charges....................... 7.07 6.18 4.96 2.89 5.57
</TABLE>
Earnings represent consolidated pretax earnings from continuing operations
before restructuring and asset impairment expense or credit, net, plus fixed
charges (net of capitalized interest). Fixed charges represent interest costs,
whether expensed or capitalized, and the percent of minimum restaurant and
equipment lease payments deemed to represent the interest factor.
USE OF PROCEEDS
We will use the net proceeds we receive from the sale of the debt securities
for general corporate purposes, unless we specify another use in the applicable
prospectus supplement. General corporate purposes may include working capital,
capital expenditures, stock repurchases, debt repayment or the financing for
possible acquisitions.
1
<PAGE>
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities that are offered by this prospectus. We will offer the debt
securities, at various times, in one or more series, under an indenture dated
as of January 1, 1996 between us and Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National Association),
as trustee.
This description of some provisions of the indenture is not complete. You
should refer to the applicable provisions of the indenture covering the debt
securities. The indenture is an exhibit to our registration statement, filed
with the Securities and Exchange Commission, File No. 333-41350, of which this
prospectus is a part. Each prospectus supplement will state the particular
terms that will apply to the offered debt securities included in the supplement
and will describe the extent, if any, to which the general terms and provisions
described in this prospectus do not apply to those particular securities.
Because this is a summary, it does not contain all the information that may
be important to you. You should read the entire indenture, including the
definitions of terms, and the applicable prospectus supplement before you make
any investment decision. Some of the terms used in the following discussion are
defined in the indenture, and their definitions are incorporated by reference
in this prospectus.
The covenants in the indenture do not necessarily protect you from a decline
in our credit rating due to highly leveraged or other transactions involving
us.
General
We may offer the debt securities in one or more series, as we may authorize
at various times. The indenture does not limit the aggregate principal amount
of debt securities that we may issue under it. We may specify a maximum
aggregate principal amount for a series of debt securities, but we may also
increase the specified maximum aggregate principal amount by resolution of our
board of directors. All debt securities will be our direct, unsecured
obligations and will rank equally with all of our other unsecured and
unsubordinated debt.
Except as described under the section entitled "Some Restrictive Covenants"
below, the indenture does not limit us or any of our subsidiaries from
incurring more debt or issuing more securities, and does not contain financial
or similar restrictions on us or any of our subsidiaries. Our rights and the
rights of our creditors, including holders of debt securities, to participate
in any distribution of assets of any of our subsidiaries at the time of the
subsidiary's liquidation or reorganization or otherwise, are effectively
subordinated to the claims of the subsidiary's creditors, except to the extent
that we or any of our creditors may be a creditor of that subsidiary.
The applicable prospectus supplement relating to the particular series of
debt securities being offered will specify the amounts, prices and terms of
those debt securities. These terms may include:
. the title of the offered debt securities;
. any limit on the aggregate principal amount of the offered debt
securities;
. the person to whom interest is payable, if other than the person in whose
name it is registered as of the record date for payment of interest;
. the date(s) on which the offered debt securities will mature and any
rights of extension;
. the annual rate(s), if any, which may be fixed or variable, at which the
offered debt securities will bear interest, or the method by which this
rate(s) will be determined;
. the date from which interest will accrue, the interest payment date(s)
and the regular related applicable record date(s);
. the place(s) where the principal, premium, if any, and interest on the
offered debt securities will be payable;
2
<PAGE>
. the period(s), if any, within which and the price(s) at which the offered
debt securities may be redeemed, under any redemption provisions, at our
option, and other detailed terms of the optional redemption provisions;
. our obligation to redeem or purchase the offered debt securities under
any sinking fund, or at your option, and the terms and conditions under
which the offered debt securities may be redeemed or purchased, in whole
or in part, under this obligation;
. if other than in denominations of U.S. $1,000 or multiples of U.S.
$1,000, the denominations in which the offered debt securities will be
issued;
. any index or formula used to determine the amount of principal, premium,
if any, or interest payable on the offered debt securities;
. the currency or currency units in which the offered debt securities are
denominated, and principal and interest may be payable, and for which the
debt securities may be purchased, if other than in U.S. dollars;
. if the principal, premium, if any, or interest paid on the offered debt
securities are specified or payable at our option or at yours, in a
currency other than U.S. dollars, whether and under what terms and
conditions this election can be made and the amount payable, or the
manner in which this amount is determined;
. if other than the principal amount of the offered debt security, the
portion of the principal payable at acceleration of the offered debt
securities following an event of default;
. if the principal amount payable at maturity of the offered debt
securities will not be determinable as of any date prior to maturity, the
principal amount of offered debt securities at that date, including the
principal amount deemed outstanding as of any date prior to maturity, or
in any case, the manner in which this amount is determined;
. if the offered debt securities are not defeasible as described under the
section entitled "Defeasance" below;
. whether the offered debt securities are to be issued in whole or in part
in the form of one or more global securities and, if so, the identity of
the depositary for the global security or debt securities and the
circumstances under which you may exchange any global security for debt
securities registered in the name of, and any transfer of the global
security registered to an entity other than the depositary or its
nominee;
. any event of default or covenant related to the offered debt securities
of a particular series, if not specified in this prospectus; and
. any other terms of the offered debt securities that will not conflict
with the provisions of the indenture.
Unless the applicable prospectus supplement specifies otherwise, we will
issue the debt securities in fully registered form denominated in U.S. dollars
in denominations of $1,000 or multiples of $1,000. We may issue the offered
debt securities in the form of one or more global certificates, as described
below under the section entitled "Global Securities." The applicable prospectus
supplement will describe special federal income tax and other considerations
related to offered debt securities denominated in foreign currencies.
Exchange, Registration and Transfer
You may exchange debt securities of any series that are not global
securities for other registered securities of the same series and of like
aggregate principal amount in different authorized denominations. Transfers and
exchanges may be made without service charge and after payment of any taxes or
other governmental charges as described in the indenture. We have appointed the
trustee as security registrar as provided under the indenture. The security
registrar will effect the transfer or exchange when it is satisfied with the
documents of title and identity of the person making the request.
3
<PAGE>
Original Issue Discount Debt Securities
We may issue the offered debt securities as original issue discount debt
securities, bearing no interest or with an interest rate which at the time of
issuance is below market rates. We may sell original issue discount debt
securities at a substantial discount below their principal amount. The
applicable prospectus supplement will describe special federal income tax and
other considerations related to original issue discount debt securities.
Payment and Paying Agent
Unless the applicable prospectus supplement specifies otherwise, we will pay
the principal, premium, if any, and interest on the offered debt securities,
and the transfer of the offered debt securities will be registrable, at the
principal corporate trust office of the trustee. In addition, unless the
applicable prospectus supplement specifies otherwise, and with the exception of
global securities, we may, at our option, pay interest by check mailed to the
address of the person entitled to it, as it appears on our security register.
Global Securities
We may issue the offered debt securities of a series in whole or in part in
the form of one or more global certificates that we will deposit with a
depositary identified in the applicable prospectus supplement. We may issue
global securities in a denomination equal to the aggregate principal amount of
outstanding debt securities of the series.
Unless and until it is exchanged in whole or in part for the individual debt
securities it represents, a global security may not be transferred except as a
whole:
. by the applicable depositary to a nominee of the depositary,
. by any nominee to the depositary itself or another nominee, or
. by the depositary or any nominee to a successor depositary or any nominee
of the successor.
We will describe the specific terms of the depositary arrangement related to
a series of debt securities in the applicable prospectus supplement. We
anticipate that the following provisions will generally apply to depositary
arrangements.
When we issue a global security, the depositary for the global security or
its nominee will credit, on its book-entry registration and transfer system,
the respective principal amounts of the individual debt securities represented
by that global security to the accounts of persons that have accounts with the
depositary, which we refer to as the participants. Those accounts will be
designated by the dealers, underwriters or agents related to the underlying
debt securities or by us if those debt securities are offered and sold directly
by us. Ownership of beneficial interests in the global security will be shown
on records maintained by the applicable depositary or its nominee. For
interests of persons other than participants, that ownership information will
be shown on the records of participants. Transfer of that ownership will be
effected only through those records. The laws of some states require that some
purchasers of securities take physical delivery of securities in definitive
form. These limits and laws may impair our ability to transfer beneficial
interests in a global security.
As long as the depositary for a global security, or its nominee, is the
registered owner of that global security, the depositary or nominee will be
considered the sole owner or holder of the debt securities represented by the
global security for all purposes under the applicable indenture. Except as
provided below, owners of beneficial interest in a global security:
. will not be entitled to have any of the underlying debt securities
registered in their names;
. will not receive or be entitled to receive physical delivery of any of
the underlying debt securities in definitive form; and
. will not be considered the owners or holders under the indenture relating
to those debt securities.
4
<PAGE>
Payments of principal, premium, if any, and interest on individual debt
securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee as the
registered owner of the global security representing these debt securities.
Neither we, the trustee for the debt securities, any paying agent nor the
registrar for the debt securities will be responsible for any aspect of the
records relating to or payments made by the depositary or any participants on
account of beneficial interests of the global security.
We expect that the depositary or its nominee, after receipt of any payment
of principal, premium, if any, or interest relating to a permanent global
security representing any series of debt securities, will immediately credit
the participants' accounts with the payments. Those payments will be credited
in amounts proportional to the respective beneficial interests of the
participants in the principal amount of the global security as shown on the
records of the depositary or its nominee. We also expect that payments by
participants to owners of beneficial interests in the global security held
through those participants will be governed by standing instructions and
customary practices. This is now the case with securities held for the accounts
of customers in bearer form or registered in "street name." Those payments will
be the sole responsibility of those participants.
If the depositary for a series of debt securities is at any time unwilling,
unable or ineligible to continue as depositary and we do not appoint a
successor depositary within 90 days, we will issue individual debt securities
of that series in exchange for the global security or securities representing
that series. In addition, we may at any time in our sole discretion determine
not to have any debt securities of a series represented by one or more global
securities. In that case, we will issue individual debt securities of that
series in exchange for the global security or securities. Further, if we
specify, the owner of a beneficial interest in a global security may, on terms
acceptable to us, the trustee and the applicable depositary, receive individual
debt securities of that series in exchange for those beneficial interests. The
foregoing is subject to any limitations described in the applicable prospectus
supplement. In this instance, the owner of the beneficial interest will be
entitled to physical delivery of individual debt securities equal in principal
amount to the beneficial interest and to have the debt securities registered in
its name. Those individual debt securities will be issued in denominations,
unless we specify otherwise, of $1,000 or integral multiples of $1,000.
Some Restrictive Covenants
Limitations on Liens
Unless the applicable prospectus supplement specifies otherwise, neither we
nor any restricted subsidiary will incur, issue, assume or guarantee any debt
secured by a lien on any principal property, of ours or of any restricted
subsidiary, or on shares of capital stock or debt issued by any restricted
subsidiary and owned by us or any restricted subsidiary, whether the principal
property, shares or debt were owned on the date of the indenture or acquired
after that date, without providing that the debt securities will be secured
equally and ratably with all other debt also secured, as long as this debt is
secured.
Debt means any obligation of ours or of any of our subsidiaries, or any
obligation guaranteed by us or any of our subsidiaries to repay money borrowed,
whether evidenced by bonds, debt securities, notes or similar instruments, and
including reimbursement obligations related to commercial letters of credit,
bankers' acceptances or similar facilities.
Lien means, for any property or assets, any mortgage or deed of trust,
pledge, hypothecation, assignment, security interest, lien, encumbrance, or
other security arrangement of any kind related to that property or assets,
including any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing.
Principal property means all restaurant or related equipment and real
property, in each case which is owned by us or a subsidiary and which
constitutes all or part of any restaurant located within the United States or
Canada.
5
<PAGE>
Restricted subsidiary means any subsidiary of ours which does not meet the
following conditions:
. the greater portion of the operating assets is located, or the principal
business is carried on, outside the United States and Canada, or which,
during the twelve most recent calendar months, or shorter period elapsed
since its organization, derived the major portion of its gross revenues
from sources outside the United States or Canada;
. the principal business consists of financing or assisting in the
financing of dealers, distributors or other customers to facilitate:
- the acquisition or disposition of our products or of any of our
subsidiaries, or
- obtaining equipment or machinery used in this acquisition or
disposition;
. the principal business consists of owning, leasing, dealing in or
developing real property; or
. substantially all of the assets consist of securities of subsidiaries
described in the first three bullet points above.
Subsidiary means a corporation in which we or one or more subsidiaries
directly or indirectly own more than 50% of the outstanding voting stock.
Voting stock is a stock which ordinarily has voting power for the election of
directors, at all times or as long as no senior class of stock has this voting
power due to a contingency.
The limitations on liens do not apply to:
. liens existing on the date of the indenture;
. liens on any principal property acquired, constructed or improved by us
or any restricted subsidiary after the date of the indenture which are
created or assumed at the time of, or within 180 days of the acquisition,
construction or improvement, to secure or provide for the payment of all
or any part of the cost of the acquisition, construction or improvement;
. liens on property, shares of capital stock or debt existing at the time
they are acquired by us whether by merger, consolidation, purchase, lease
or some other method, including liens existing at the time that this
corporation becomes a restricted subsidiary;
. liens in favor of us or any of our restricted subsidiaries;
. liens in favor of the state or federal government, any department, agency
or subdivision of any state or federal government, or Canada or political
subdivision of Canada, to secure partial, progress, advance or other
payments, to secure other contractual or statutory obligations, or to
secure any debt incurred to finance the cost of acquiring, constructing
or improving the property that is subject to the lien, including liens
incurred in connection with pollution control, industrial revenue or
similar financings;
. liens on any property created, assumed or otherwise brought into
existence in contemplation of the sale or other disposition of the
underlying property, whether directly or indirectly, by way of share
disposition or otherwise if we disposed of the property within 180 days
after the creation of these liens and if any debt secured by these liens
will be without recourse to us or any subsidiary;
. liens imposed by law, including mechanics', workmen's, repairmen's,
materialmen's, carriers', warehousemen's, vendors' or other liens arising
in the ordinary course of business, or federal, state or municipal liens
arising out of contracts for the sale of products or services by us or
any restricted subsidiary, or deposits or pledges to obtain the release
of any of these liens;
. pledges or deposits under workmen's compensation or similar laws or under
other circumstances;
. liens in connection with legal proceedings, including liens arising out
of judgments or awards, contested in good faith by us or our restricted
subsidiary, or liens incurred by us or our restricted subsidiary to
obtain a stay or discharge in the course of legal proceedings;
. liens for taxes or assessments not yet due or delinquent, or which can be
paid without penalty, or contested in good faith by appropriate
proceedings;
6
<PAGE>
. liens consisting of restrictions on the use of real property which do not
interfere materially with the property's use or value; or
. any extension, renewal or replacement, as a whole or in part, of any lien
existing on the date of the indenture or of any lien referred to, in the
first two and in the last six bullet points. This extension, renewal or
replacement lien must however be limited to all or part of the same
property, shares of stock or debt that secured the lien, plus
improvements on the property, and the debt secured by the lien at that
time must not be increased.
The limitations on liens also do not apply if at the time and after giving
effect to any debt secured by a lien and any retirement of debt secured by a
lien:
. the total amount of all existing debt secured by liens which could not
have been incurred by us or our restricted subsidiary without equally or
ratably securing the debt securities, and which is not subject to the
exceptions described above; plus
. the attributable value of all sale and leaseback transactions entered
into in reliance on the section titled "Limitations on Sale and
Leaseback"
does not exceed the greater of 10% of our consolidated capitalization or
$250,000,000.
Consolidated capitalization means consolidated total assets less
consolidated non-interest bearing current liabilities, all as shown by our
consolidated balance sheet and the consolidated balance sheet of our
subsidiaries, whether or not consolidated for accounting purposes.
Limitations on Sale and Leaseback
Unless the applicable prospectus supplement specifies otherwise, neither we
nor any of our restricted subsidiaries will enter into any sale and leaseback
transaction involving the leasing for a period greater than three years of any
principal property, unless either:
. we or our restricted subsidiary would be, at the time of entering into
the sale and leaseback transaction, entitled, without equally and
ratably securing the debt securities then existing, to incur, issue,
assume or guarantee debt secured by a lien on the property, under the
provisions described above in the section entitled "Limitations on
Liens," or
. within 180 days after that sale or transfer, we apply to retire our
funded debt, subject to credits for some voluntary retirements of funded
debt, an amount equal to the greater of:
- the net proceeds of the sale of the principal property sold and leased
back under that arrangement, or
- the fair market value of the principal property so sold and leased
back.
This limitation will not apply to a sale and leaseback transaction between
us and a restricted subsidiary, or between restricted subsidiaries, or
involving the taking back of a lease for a period of less than three years.
Funded debt means notes, bonds, debt securities or other debt for money
borrowed which by its terms matures at, or is extendible or renewable at the
option of the lender to a date more than 12 months after the date of the
creation of that debt.
This limitation on sale and leaseback transactions also does not apply if at
the time of the sale and leaseback:
. the attributable value of all sale and leaseback transactions existing at
that time and which is not subject to the exceptions described above;
plus
. the total amount of all existing debt secured by liens that we entered
into in reliance on the last two bullet points of the section entitled
"Limitations on Liens,"
does not exceed the greater of 10% of our consolidated net tangible assets or
$250,000,000.
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Attributable value means, for any sale and leaseback transaction, at the
time of determination, the lesser of:
. the sale price of the principal property so leased, multiplied by a
fraction, the numerator of which is the remaining portion of the base
term of the lease included in sale and leaseback transaction and the
denominator of which is the base term of such lease, and
. the total obligation, discounted to present value at the highest rate of
interest specified by the terms of any series of debt securities then
outstanding compounded semi-annually, of the lessee for rental payments,
other than amounts required to be paid on account of property taxes as
well as maintenance, repairs, insurance, water rates and other items
which do not constitute payments for property rights, during the
remaining portion of the base term of the lease included in that sale and
leaseback transaction.
Events of Default
Events of default when used in the indenture, mean any of the following for
a series of offered debt securities:
. failure to pay any interest on any debt security for 30 days after the
interest becomes due;
. failure to pay the principal or premium, if any, on any debt security
when due;
. failure to deposit any sinking fund payment on any debt security when
due;
. failure to perform or breach of any other covenant in the indenture that
continues for 60 days after written notice;
. a default under any bond, debt security, note or other debt for money
borrowed by us, including a default related to debt securities of any
series other than that series, or under any mortgage, indenture or
instrument, including the indenture, under which there may be issued or
by which there may be secured or evidenced any debt for money borrowed by
us, having an aggregate principal amount outstanding of at least
$25,000,000, whether that debt now exists or is later created, which debt
has become due and has not been paid, or whose maturity has been
accelerated, and which debt has not been discharged or that acceleration
has not been annulled within 10 business days after written notice as
provided in the indenture;
. some events of bankruptcy, insolvency or reorganization; and
. any other event of default related to the debt securities of that series.
If any event of default, other than an event of default described in the
sixth bullet point above for any series, occurs and is continuing, the trustee
or the holders of at least 25% in principal amount of the outstanding debt
securities of that series may declare the principal amount, or, if any of the
debt securities of that series are original issue discount debt securities, the
lesser portion of the principal amount of these debt securities as may be
specified by their terms, of all of the debt securities of that series to be
due and immediately payable.
If an event of default described in the sixth bullet point above occurs, the
principal amount, or if any of the debt securities of that series are original
issue discount securities, the portion of the principal amount of these debt
securities as may be specified by their terms, will automatically become
immediately due and payable, and without any declaration or other action on the
part of the trustee or any holder.
The trustee is required, within 90 days after the occurrence of an event of
default related to the debt securities of any series, to give to the holders of
the debt securities of that series notice of the default that it actually knows
of, if not cured or waived. However, except in the case of default in the
payment of principal, premium, if any, or interest on any debt security of that
series, or in the deposit of any sinking fund payment which is provided, the
trustee will be protected in withholding the notice if the trustee in good
faith determines that the withholding of the notice is in the interest of the
holders of the debt securities of that series. In addition, the notice will not
be given until 30 days after the occurrence of an event of default related to
the debt
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securities of any series in the performance of a covenant in the indenture
other than for the payment of the principal, premium, if any, or interest on
any debt security of that series or the deposit of any sinking fund payment
with respect to the debt securities of that series.
At any time after a declaration of acceleration of any debt securities of a
series is made, but before the trustee has obtained a judgment for payment of
money, the holders of a majority in aggregate principal amount of the existing
debt securities of that series may, under some circumstances, rescind this
acceleration.
The indenture contains provisions entitling the trustee to be indemnified by
the holders of the debt securities of the relevant series before proceeding to
exercise any right or power under the indenture at the request of those
holders. Subject to these provisions for the indemnification of the trustee,
the holders of a majority in aggregate principal amount of the outstanding debt
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, related to the debt
securities of that series.
The holder of debt securities will not have any right to institute any
proceeding related to the indenture, or for the appointment of a receiver or
trustee for any other remedy under the indenture, unless:
. the holder has previously given to the trustee written notice of a
continuing event of default related to the debt securities of that
series;
. holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series have made a written request to the trustee
to institute the proceeding and the holders have offered reasonable
indemnity; and
. the trustee has failed to institute the proceeding, and has not received
from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series instructions which conflict
with that request, within 60 days after the notice, request and offer.
The indenture requires us to file annually with the trustee a certificate
executed by one officer, indicating whether the officer has knowledge of any
default under the indenture.
The right of any holder to receive payment of the principal, premium, if
any, and interest on the debt securities or to institute a legal proceeding
cannot be impaired without the holder's consent.
Modification and Waiver
With the consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of any series affected by
the modification or amendment, voting as one class, we and the trustee may
execute supplemental indentures modifying or amending the indenture or any
supplemental indenture.
Without the consent of the holder of each debt security affected by the
modification, we may not:
. change the maturity of, the principal of, or any installment of principal
or interest on any debt security; or
. reduce the principal amount of the debt security; or
. reduce the rate of interest on the debt security; or
. reduce any premium payable at redemption of the debt security; or
. reduce the amount of the principal of an original issue discount security
due or any other security due at acceleration of maturity; or
. change the place of payment, or coin or currency in which the principal,
premium, if any, or interest on any debt security is payable; or
. impair the right to institute suit for the enforcement of any payment on
or after maturity, or in the case of redemption or repayment, on or after
the redemption or repayment date; or
. reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of the holders of which is required for
modification or amendment of the indenture; or
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. reduce the percentage of outstanding debt securities necessary to waive
compliance with some provisions of the indenture or for waiver of some
defaults; or
. modify the foregoing requirements.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series may, on behalf of the holders of all
debt securities of that series, waive, for that series, our compliance with
some provisions of the indenture.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series may, on behalf of the holders of all
debt securities of that series, waive any past default under the indenture for
the debt securities of that series, except a default:
. in the payment of principal, premium, if any, or interest on any debt
security, or
. related to a covenant or provision of the indenture which cannot be
modified or amended without the consent of the holder of each outstanding
debt security of the series affected.
The indenture provides that, in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver
or other action as of any date:
. the principal amount of an original issue discount security deemed
outstanding will be the amount of the principal of the original issue
discount security due at acceleration of maturity to that date;
. if, as of that date, the principal amount payable at the maturity of a
debt security cannot be determined, the principal amount of the debt
security deemed outstanding will be the amount determined under a board
resolution and specified in an officers' certificate, or determined in
one or more supplemental indentures, prior to the issuance of the debt
securities;
. the principal amount of a debt security denominated in one or more
foreign currencies or currency units deemed outstanding will be the U.S.
dollar equivalent, determined as of that date as described in the
previous bullet point, of the principal amount of the debt security, or
in the case of a debt security described in either of the first two
bullet points, of the amount determined as described in that bullet point
above; and
. debt securities owned by us or any other lender on the debt securities,
or any affiliates of ours or of any lender, will be disregarded and
deemed not to be outstanding, except that in determining whether the
trustee will be protected in relying on such request, demand,
authorization, direction, notice, consent, waiver or other action, only
debt securities which the trustee knows to be so owned will be
disregarded.
Debt securities so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
trustee the pledgee's right to so act for the debt securities and that the
pledgee is not us or any other lender on the debt securities or any of our
affiliates or other lender.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into another entity or convey, transfer
or lease our property and assets substantially as an entirety to any other
entity, and we may not permit any entity to consolidate with or merge into us
or convey, transfer or lease their properties and assets substantially as an
entirety to us, unless:
. any successor or purchaser is a corporation, partnership, limited
liability company or trust organized under the laws of the United States,
any State or the District of Columbia, and this successor or purchaser
expressly assumes our obligations on the debt securities under a
supplemental indenture in a form satisfactory to the trustee;
. immediately after giving effect to the transaction, no event of default,
and no event which after notice or lapse of time or both would become an
event of default, occurred and is continuing;
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. if, as a result of this transaction, our property or assets become
subject to a lien which is not permitted by the indenture, our successor
or us, as the case may be, takes the necessary steps to secure the debt
securities issued under the indenture equally and ratably with debt
secured by the lien; and
. other conditions required under the indenture are met.
If we consolidate or merge into or if we convey, transfer or lease our
assets substantially as an entirety, our successor will succeed to, and will be
substituted for us under the indenture, and in this case, but not in the case
of a lease, we will be relieved of all obligations and covenants under the
indenture and debt securities.
Defeasance
Unless the applicable prospectus supplement specifies otherwise, the
following provisions relating to defeasance and discharge of debt, or relating
to defeasance of some restrictive covenants under the indenture, will apply to
the debt securities of any series, or to any specified part of a series.
The indenture contains a provision which permits us to elect:
. to defease and be discharged from all of our obligations, subject to
limited exceptions, related to any series of debt securities then
outstanding, which we refer to as legal defeasance; or
. to be released from our obligations under some restrictive covenants,
including those described above under the section entitled "Some
Restrictive Covenants," which we refer to as covenant defeasance.
To make this election, we must:
. deposit in trust for the benefit of the holders of the debt securities,
money or U.S. government obligations, or both, which, through the payment
of principal, premium, if any, and interest in accordance with their
terms, will provide sufficient money to repay in full the series of debt
securities and any mandatory sinking fund payments on the respective
maturities;
. deliver to the trustee an opinion of counsel as provided under the
indenture, that holders of debt securities will not recognize gain or
loss for federal income tax purposes as a result of the deposit,
defeasance and discharge and will be subject to federal income tax in the
same amount, in the same manner and at the same times as would have been
the case if this deposit, defeasance and discharge had not occurred; and
. comply with other conditions of the indenture.
If we exercised the legal defeasance option on any debt securities and these
debt securities were declared due and payable because an event of default
occurred, the amount of money and U.S. government obligations deposited in
trust would be sufficient to pay the amounts due on the debt securities at the
time of their respective maturities but may not be sufficient to pay the
amounts due on the debt securities at acceleration resulting from the event of
default. In that case, we would remain liable for the payments.
U.S. government obligation means:
. any security which is:
- a direct obligation of the United States for the payment of which the
full faith and credit of the United States is pledged, or
- an obligation of a person controlled or supervised by and acting as an
agency or instrumentality of the United States the payment of which is
unconditionally guaranteed as a full faith and credit obligation by
the United States, which, in case of either this paragraph or the
previous paragraph, is not callable or redeemable at the option of the
issuer; and
. any depositary receipt issued by a bank, as custodian for any U.S.
government obligation which is specified in the first bullet point above
and held by that bank for the account of the holder of the depositary
receipt, or for any specific payment of principal or interest on any U.S.
government obligation so specified and held, provided that, except as
required by law, the custodian is not
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authorized to make any deduction from the amount payable to the holder of
the depositary receipt from any amount received by the custodian for the
U.S. government obligation or the specific payment of principal or
interest evidenced by the depositary receipt.
The Trustee
Wells Fargo Bank Minnesota, National Association (formerly known as Norwest
Bank Minnesota, National Association) is the trustee under the indenture. The
trustee may resign or be removed by the act of holders of a majority in
principal amount of the securities of a series, with respect to one or more
series of debt securities, and we may appoint a successor trustee to act for
these series. If two or more persons are acting as trustee for different series
of debt securities, each trustee will be a trustee of a trust under the
indenture separate and apart from the trust administered by any other trustee,
and any action described in this prospectus to be taken by the "trustee" may
then be taken by each trustee for, and only for, the series of securities for
which it is trustee.
The trustee participates in our credit agreement and maintains customary
banking relationships with us. The trustee also serves as our register and
transfer agent for the offered debt securities.
Governing Law
The indenture and the offered debt securities will be governed by, and
construed under, the laws of the State of New York.
PLAN OF DISTRIBUTION
We may sell the offered debt securities:
. through underwriters or dealers;
. directly to one or a limited number of institutional purchasers;
. through agents; or
. through some combination of these methods.
This prospectus or the applicable prospectus supplement will describe the
terms of the offering of any debt securities, including the name or names of
any underwriters, dealers or agents, the price of the offered securities and
the net proceeds to us from the sale, including any underwriting commissions or
other items constituting underwriters' compensation.
By Underwriters
If underwriters are used in the sale, the offered debt securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The debt securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by one
or more investment banking firms or others, as designated. Unless the
applicable prospectus supplement specifies otherwise, the obligations of the
underwriters or agents to purchase the offered debt securities will be subject
to some conditions. The underwriters will be obligated to purchase all the
offered debt securities if any of the securities are purchased. Any initial
public offering price and any underwriting commissions or other items
constituting underwriters' compensation may be changed from time to time.
By Dealers
If a dealer is utilized in the sale of any offered debt securities, we will
sell those debt securities to the dealer, as principal. The dealer may then
resell the debt securities to the public at varying prices to be determined by
the dealer at the time of resale.
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By Agents
We may also sell offered debt securities through agents. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a
reasonable efforts basis for the period of its appointment.
By Direct Sales
We may also directly sell offered debt securities. In this case, no
underwriters, dealers or agents would be involved.
General Information
Underwriters, dealers and agents that participate in the distribution of the
offered debt securities may be deemed underwriters under the Securities Act,
and any discounts or commissions they receive from us and any profit on their
resale of the debt securities may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters, dealers or agents will
be identified and their compensation described in a prospectus supplement.
If the applicable prospectus supplement so indicates, we will authorize
agents, underwriters or dealers to solicit offers by some specified
institutions to purchase offered debt securities from us at the public offering
price specified in the prospectus supplement under delayed delivery contracts
providing for payment and delivery on a specified date in the future. These
contracts will be subject only to those conditions stated in the prospectus
supplement, and the prospectus supplement will specify the commission payable
for solicitation of the contracts.
Under agreements entered into with us, agents and underwriters who
participate in the distribution of the offered debt securities may be entitled
to indemnification by us against some civil liabilities, including liabilities
under the Securities Act, or to contribution regarding payments that the agents
or underwriters may be required to make. Agents and underwriters may be
customers of, engage in transactions with, or perform services for us in the
ordinary course of business.
The offered debt securities will be a new issue of securities with no
established trading market. Any underwriters or agents to or through whom we
sell the debt securities for public offering and sale may make a market in the
debt securities. The underwriters or agents are not obligated to make a market
in the offered debt securities and may discontinue market making at any time
without notice. We cannot predict the liquidity of the trading market for any
debt securities.
In connection with an offering of our debt securities, underwriters, dealers
or agents may purchase and sell them in the open market. These transactions may
include stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. Stabilizing transactions
consist of some bids or purchases for the purpose of preventing or slowing a
decline in the market price of the debt securities, and syndicate short
positions involve the sale by the underwriters or agents, as the case may be,
of a greater number of securities than they are required to purchase from us in
the offering. Underwriters may also impose a penalty bid, which means that the
underwriting syndicate may reclaim selling concessions allowed to syndicate
members or other broker dealers who sell securities in the offering for their
account if the syndicate repurchases the securities in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the debt securities, which may be higher than the price that
might otherwise prevail in the open market. These activities, if commenced, may
be discontinued at any time without notice. These transactions may be affected
on any securities exchange on which the debt securities may be listed, in the
over-the-counter market or otherwise.
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EXPERTS
The consolidated financial statements of Darden Restaurants, Inc. as of May
28, 2000 and May 30, 1999, and for each of the years in the three-year period
ended May 28, 2000 have been incorporated by reference in the prospectus and in
the registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference in the prospectus, and
upon the authority of said firm as experts in accounting and auditing.
VALIDITY OF DEBT SECURITIES
The validity of the offered debt securities will be passed upon for us by
George T. Williams, Esq., as Associate General Counsel of Darden, and, unless
otherwise indicated in the applicable prospectus supplement or prospectus
supplements, for any underwriters or agents by McGuireWoods LLP. As of July 7,
2000, George T. Williams owned 11,443 shares of our common stock and had
options to purchase 120,397 shares of our common stock.
WHERE YOU CAN FIND MORE INFORMATION ABOUT DARDEN
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C., 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov. You may also obtain copies of our SEC filings at the office
of the New York Stock Exchange, Inc. For further information on obtaining
copies of Darden's public filings at the New York Stock Exchange, you should
call 1-212-656-3000.
The SEC allows us to incorporate by reference into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
later information filed with the SEC will update and supersede this
information. We incorporate by reference the document listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14, or 14(d) of
the Securities Exchange Act of 1934 until our offering is completed:
. Annual Report on Form 10-K for the year ended May 28, 2000.
You may request a copy of this filing, at no cost, by writing to or
telephoning us at the following address (or by visiting our website at
http://www.darden.com):
Investor Relations
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or the
prospectus supplement is accurate as of any date other than the date on the
front of those documents.
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$150,000,000
[Red Lobster(R) Logo Olive Garden(R) Logo Bahama Breeze(R) Logo Smokey Bones
BBQ Sports Bar(SM) Logo]
DARDEN RESTAURANTS, INC.
% Senior Notes due 20
-----------------------------
PROSPECTUS SUPPLEMENT
, 2000
-----------------------------
Banc of America Securities LLC
First Union Securities, Inc.
SunTrust Equitable Securities Corporation
Wachovia Securities, Inc.
The Williams Capital Group, L.P.
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