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As filed with the Securities and Exchange Commission on July 14, 2000
Registration No. 333-41350
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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DARDEN RESTAURANTS, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-3305930
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Paula J. Shives, Esq.
Senior Vice President, General Counsel and Secretary
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Gary L. Tygesson, Esq. Sam Young Garrett. Esq.
Dorsey & Whitney LLP McGuire, Woods, Battle & Boothe LLP
220 South Sixth Street One James Center
Minneapolis, MN 55402 901 East Cary Street
(612) 340-2600 Richmond, VA 23219-4030
(804) 775-4384
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, check the following box. [X]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement of Darden Restaurants,
Inc. on Form S-3, Commission File No. 333-41350, is being filed for the purpose
of correcting a typographical error to the signature portion of Part II. No
portion of this Amendment No. 1 relates to the prospectus. Accordingly, the
prospectus is omitted in reliance on Rule 472(b).
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
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<S> <C>
Securities and Exchange Commission registration fee............. $ 66,000
Legal fees and expenses......................................... 170,000
Printing and engraving.......................................... 25,000
Accountant's fees and expenses.................................. 75,000
Fees and expenses of Trustee and Counsel........................ 20,000
Rating agencies fees............................................ 513,000
Expenses of qualification under state blue sky laws............. 3,000
Miscellaneous................................................... 18,000
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Total......................................................... $890,000*
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* All of the above amounts are estimates except for the SEC registration fee.
Item 15. Indemnification of Directors and Officers.
Pursuant to authority conferred by Florida law, the Darden Restaurants, Inc.
("Darden") Articles of Incorporation contain a provision providing that no
director of Darden shall be personally liable to it or its stockholders for
monetary damages for breach of fiduciary duty as a director, unless (i) the
director breached or failed to perform his or her duties as director and (ii)
the breach or failure constitutes (a) a violation of criminal law (except where
he or she had reasonable cause to believe the conduct was lawful or had no
reasonable cause to believe the conduct was unlawful), (b) a transaction from
which the director derived improper personal benefit, (c) unlawful
distributions, (d) conscious disregard of the corporation's best interest or
willful misconduct, or (e) recklessness or an act or omission in bad faith.
The Darden Articles of Incorporation also provide that if Florida law is
amended to further eliminate or limit the liability of directors, then the
liability of a director of Darden shall be eliminated or limited, without
further shareholder action, to the fullest extent permissible under Florida law
as so amended.
Florida law contains provisions permitting and, in some situations,
requiring Florida corporations, such as Darden, to provide indemnification to
their officers and directors for losses and litigation expense incurred in
connection with their service to the corporation in those capacities. The
Darden Articles of Incorporation and Bylaws contain provisions requiring
indemnification by Darden of its directors and officers to the fullest extent
that is permitted by law. Among other things, these provisions provide
indemnification for officers and directors against liabilities for judgments in
and settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding. In addition, the Darden Articles of
Incorporation and Bylaws authorize it to purchase insurance for its directors
and officers insuring them against some risks as to which Darden may be unable
lawfully to indemnify them. Darden maintains this insurance coverage for its
officers and directors as well as insurance coverage to reimburse Darden for
potential costs of its corporate indemnification of officers and directors.
The Securities and Exchange Commission has taken the position that insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted by a company to its directors and officers, such indemnification
is against public policy as expressed in such Act and is therefore
unenforceable.
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Item 16. Exhibits.
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Number Description
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<C> <C> <S>
1.1 -- Form of Underwriting Agreement with respect to the Debt Securities
(to be filed subsequently by Form 8-K).
4.1 -- Indenture dated as of January 1, 1996 between the Registrant and
Wells Fargo Bank Minnesota, National Association (formerly known as
Norwest Bank Minnesota, National Association), as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Form
8-K dated January 26, 1996).
4.2 -- Proposed form of Debt Securities (included as part of Exhibit 4.1).
5* -- Opinion of George T. Williams as to legality of the Debt Securities
being registered.
12* -- Computation of Ratio of Consolidated Earnings to Fixed Charges.
23.1* -- Consent of KPMG LLP.
23.2 -- Consent of George T. Williams (included in Exhibit 5).
24* -- Powers of Attorney.
25* -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wells Fargo Bank Minnesota, National
Association (formerly known as Norwest Bank Minnesota, National
Association).
</TABLE>
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* Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933 if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15 (d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 hereof, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orlando, State of Florida, on the
14th day of July, 2000.
DARDEN RESTAURANTS, INC.
/s/ Clarence Otis, Jr.
By:
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Clarence Otis, Jr. Senior Vice
President--Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
July 14, 2000 in the capacities indicated.
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Signature Title
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<S> <C>
/s/ Joe R. Lee * Director, Chairman of the Board and Chief Executive
------------------------------------ Officer (principal executive officer)
Joe R. Lee
/s/ Clarence Otis, Jr. Senior Vice President --Chief Financial Officer
------------------------------------ (principal financial and accounting officer)
Clarence Otis, Jr.
/s/ Bradley D. Blum * Director
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Bradley D. Blum
/s/ Daniel B. Burke * Director
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Daniel B. Burke
/s/ Odie C. Donald * Director
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Odie C. Donald
Director
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Julius Erving, II
/s/ Richard E. Rivera * Director
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Richard E. Rivera
/s/ Michael D. Rose * Director
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Michael D. Rose
/s/ Hector de J. Ruiz * Director
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Hector de J. Ruiz
/s/ Maria A. Sastre * Director
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Maria A. Sastre
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Signature Title
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<S> <C>
/s/ Jack A. Smith * Director
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Jack A. Smith
/s/ Blaine Sweatt, III * Director
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Blaine Sweatt, III
/s/ Rita P. Wilson * Director
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Rita P. Wilson
</TABLE>
*By: /s/ Clarence Otis, Jr.
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Clarence Otis, Jr.
Attorney-in-Fact
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