-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TzGFQGhYDfFzJM5pWWNQD7O6DmAxlr14Xi+GMLAZ2GrDjc965wR2w00dZS7Ym6B0 oPKeG4uj7lxnXHBI7AiEBg== 0001007507-97-000019.txt : 19970701 0001007507-97-000019.hdr.sgml : 19970701 ACCESSION NUMBER: 0001007507-97-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON HEALTH CARE INC CENTRAL INDEX KEY: 0001007507 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 631155966 STATE OF INCORPORATION: GA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14194 FILM NUMBER: 97633289 BUSINESS ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 BUSINESS PHONE: 7704373300 MAIL ADDRESS: STREET 1: 1955 LAKE PARK DR SE STREET 2: STE 400 CITY: SMYRNA STATE: GA ZIP: 30080-8855 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ FEE REQUIRED] For the fiscal year end December 31, 1996. [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ FEE REQUIRED] For the transition report period from ______________ to_______________. Commission File number 1-14194 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MORRISON HEALTH CARE, INC. SALARY DEFERRAL PLAN B. Name of issuer of the securities held pursuant to the Plan and address of its principal executive office: Morrison Health Care, Inc. 1955 Lake Park Drive Suite 400 Smyrna, GA 30080 Exhibit index appears on page 2. EXHIBIT INDEX Exhibit Number Description 13 Annual report to Security-Holders 23 Consent of Independent Auditors SIGNATURES Morrison Health Care, Inc. Salary Deferral Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation Committee of the Morrison Health Care, Inc. Salary Deferral Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Morrison Health Care, Inc. Salary Deferral Plan (Name of Plan) Date: June 30, 1997 /s/ Claire L. Arnold Claire L. Arnold Director; Chairman, Compensation Committee EX-13 2 Morrison Health Care, Inc. Salary Deferral Plan Audited Financial Statements and Supplemental Schedules For the period from March 7, 1996 (date of inception) to December 31, 1996 Contents Report of Independent Auditors 1 Audited Financial Statements Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 Supplemental Schedules Line 27a Assets Held for Investment Purposes 13 Line 27d Reportable Transactions 14 Report of Independent Auditors Compensation Committee Morrison Health Care, Inc. Salary Deferral Plan We have audited the accompanying statement of net assets available for benefits of the Morrison Health Care, Inc. Salary Deferral Plan (the "Plan") as of December 31, 1996, and the related statement of changes in net assets available for benefits for the period from March 7, 1996 (date of inception) to December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1996, and the changes in its net assets available for benefits for the period from March 7, 1997 (date of inception) to December 31, 1996, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the period from March 7, 1996 (date of inception) to December 31, 1996, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the basic financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Ernst & Young LLP Ernst & Young LLP Atlanta, Georgia June 23, 1997 Morrison Health Care, Inc. Salary Deferral Plan Statement of Net Assets Available for Benefits December 31, 1996 Total Assets Investments, at fair value: Morrison Health Care, Inc. common stock $1,686,248 Morrison Fresh Cooking, Inc. common stock 134,844 Ruby Tuesday, Inc. common stock 1,364,578 Delaware Group Value Fund 1,527,817 Templeton Growth Fund 1,459,370 Guaranteed investment contracts with insurance companies, at contract value 3,272,517 Phoenix Fund 1,433,056 Total investments 10,878,430 Receivable from related plan 1,113,000 Contributions receivable: Participants 100,568 Employer 20,660 121,228 Dividends and interest receivable 1,708 Total receivables 1,235,936 Cash 246,520 Net assets available for benefits $12,360,886 See accompanying notes. Morrison Health Care, Inc. Salary Deferral Plan Statement of Changes in Net Assets Available for Benefits Period from March 7, 1996 (date of inception) to December 31, 1996 Total Additions: Transfer from Morrison Restaurants Inc. Salary Deferral Plan $11,658,020 Interest and dividend income 739,255 Contributions: Employee 1,138,024 Employer 194,066 1,332,090 Total additions 13,729,365 Deductions: Distributions to participants 1,540,617 Administrative expenses 106,853 Total deductions 1,647,470 Net realized and unrealized appreciation in fair value of investments 278,991 Net increases 12,360,886 Net assets available for benefits at beginning of period - Net assets available for benefits at end of period $12,360,886 See accompanying notes. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 1996 1. Significant Accounting Policies Basis of Presentation The financial statements of the Morrison Health Care, Inc. Salary Deferral Plan (the "Plan") are presented on the accrual basis of accounting. Valuation of Investments Investments are stated at fair value. Fair value for securities that are traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year. Fair value for investments in commingled trust funds are valued by the trustee based upon the quoted market values of the underlying investments on the last business day of the plan year. Purchases and sales of investments are recorded on a trade-date basis. Guaranteed investment contracts are stated at the contract value as determined by the insurance companies. Contract value represents contributions made under the contracts, plus interest at the contract rates, less funds used to pay benefits and the insurance companies' administrative expenses. Administrative Costs The Plan's sponsor, Morrison Health Care, Inc. (the "Company"), pays any administrative costs of the Plan not paid from Plan assets. Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Description of the Plan The following description of the Plan is provided for general information purposes only. More complete information regarding items such as vesting, benefit provisions and plan termination may be found in the Summary Plan Description, which has been distributed to all participants, and also the Plan Document, which is available to all participants upon request. The Plan was established March 7, 1996 as a result of the Company's spin-off from Morrison Restaurants Inc. to provide additional incentive and retirement security for eligible employees of the Company. In connection with the establishment of the Plan, assets totalling approximately $10,545,000 were transferred from the Morrison Restaurants Inc. Salary Deferral Plan. In addition, in connection with establishing the trust of the Plan, certain of the Plan's assets were transferred to the trust of the Morrison Fresh Cooking, Inc. Salary Deferral Plan ("MFC Plan"). These assets plus investment income thereon totaled approximately $1,113,000 at December 31, 1996. Subsequent to December 31, 1996 the MFC Plan transferred such assets to the Plan. The Plan is a defined contribution plan covering substantially all employees of the Company. Any employee of the Company who attains 21 years of age and has completed one year of service (as defined in the Plan Document) is eligible to participate in the Plan. Participation is voluntary and participants may contribute on a pre-tax basis between 2% and 10% of their annual compensation (not to exceed $9,500 for 1996) and on an after-tax basis up to 10% of their annual compensation. The Company matches 20% of contributions from participants with three to nine years of service, 30% of contributions from participants with ten to nineteen years of service and 40% of contributions from participants with twenty or more years of service. Matching contributions are made to the fund and are invested entirely in Company stock. The Company may, at its discretion, offset forfeitures against its matching contribution obligations. All contributions are remitted to the Plan monthly. The Plan is administered by the Compensation Committee (the "Committee") appointed by the Board of Directors of the Plan sponsor. The duties of the Committee include interpretation of the Plan agreement, determination of benefits due participants, and authorization of disbursements from the net assets available for plan benefits. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) Individual accounts are maintained for each participant. Investment income earned by the Plan is allocated to participants' accounts based upon relative balances of the individual accounts as of the valuation date for which the allocation is being made. Participants or their beneficiaries are immediately vested in the value of their contributions and employer matching amounts. Upon his or her retirement, death or disability a participant's total account balance is payable in a lump sum cash distribution. At December 31, 1996, account balances allocated to persons who have withdrawn from participation in the earnings and operation of the Plan totaled approximately $3,667,000. Although it has not expressed an intent to do so, the Company has the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination (or permanent discontinuance of contributions to the Plan), all amounts credited to the accounts of the participants will become fully vested. After payment of all properly chargeable expenses, the Plan's assets are distributable to the participants in accordance with the respective values of their accounts. 3. Investments The Plan's investments are held by a trust fund administered by AmSouth Bank of Alabama, except for the guaranteed investment contracts with insurance companies (see Note 6) and the investments in mutual funds, which are held by the funds themselves. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 3. Investments (continued) The Plan's investments (including investments bought, sold and held during the period) appreciated (depreciated) in value by $278,991 during the period from March 7, 1996 (date of inception) to December 31, 1996, as shown below. Morrison Health Care, Inc. common stock $ 147,219 Morrison Fresh Cooking, Inc. common stock (200,124) Ruby Tuesday, Inc. common stock (104,215) Delaware Group Value Fund 52,680 Templeton Growth Fund 144,323 Guaranteed investment contracts with insurance companies 239,108 Net realized and unrealized appreciation in fair value ofinvestments $ 278,991 Participants have the option of allocating their individual accounts between four separate investment funds maintained by the trustee of the Plan. A description of these investment funds is as follows: Fixed Income Fund This fund invests in guaranteed investment contracts and the Phoenix Duff and Phelps Multi Sector Fixed Income Fund (the "Phoenix Fund"). The primary objective of this fund is to provide current income. This fund invests in virtually all areas of the fixed income instrument marketplace, including corporate and government bonds within and outside the United States. This fund holds guaranteed investment contracts previously purchased by the Plan, however, no new monies will be invested in these contracts. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 3. Investments (continued) Equity Fund This fund invests partly in the Templeton Growth Fund and partly in the Delaware Group Value Fund. The primary objective of this fund is capital appreciation. The Templeton Growth fund invests in securities issued by companies and governments both within and outside the United States. The Delaware Value fund invests in small to medium- sized companies that are believed to be undervalued. Money Market Fund This fund invests primarily in short-term U.S. government securities. The primary objective of this fund is to provide current income with relative stability of principal. Stock Funds The Morrison Health Care, Inc. Stock Fund invests in the common stock of Morrison Health Care, Inc. When Morrison Health Care, Inc. was spun-off from Morrison Restaurants Inc. (now named Ruby Tuesday, Inc.), the resulting distribution created two additional funds under the Plan: the Ruby Tuesday Stock Fund and the Morrison Fresh Cooking Stock Fund (collectively, the "Morrison Funds"). The Morrison Funds hold shares which were acquired by Morrison Restaurant Inc. shareholders (excluding shares in the Company's common stock) as a result of the spin-off. No future contributions are allowed to be made to the Morrison Funds. The Morrison Fresh Cooking, Inc. Stock Fund is invested in the common stock of Morrison Fresh Cooking, Inc. The Ruby Tuesday, Inc. Stock Fund is invested in the common stock of Ruby Tuesday, Inc. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 3. Investments (continued) Stock Funds (continued) The fair value of individual investments which represent 5% or more of the Plan's net assets at December 31, 1996 are as follows: Investments at fair value as determined by quoted market prices: Morrison Health Care, Inc. common stock $1,686,248 Ruby Tuesday, Inc. common stock 1,364,578 Templeton Growth Fund 1,459,370 Delaware Group Value Fund 1,527,817 New York Life Insurance Guaranteed Investment Contract, at contract value 746,782 Phoenix Fund 1,433,056 4. Income Tax Status The Company has filed a request for a favorable determination with the Internal Revenue Service in order that the Plan will qualify under Section 401(a) of the Internal Revenue Code (IRC) and will, therefore, not be subject to tax under present income tax law. Once qualified, the Plan will be required to operate in conformity with the IRC to maintain its qualification. The Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's pending qualified status. 5. Transactions with Parties-in-Interest The Plan held 112,605 shares of Morrison Health Care, Inc. common stock valued at $1,686,248 at December 31, 1996. During 1996, the Plan received $53,506 in dividends on Morrison Health Care, Inc. common stock. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 6. Guaranteed Investments Contracts The Plan has guaranteed investment contracts with several insurance companies. Deposits made under these contracts can earn interest at guaranteed rates between 6.1% and 8.1%. The contracts have various terms relating to the allowance of withdrawals. Each contains provisions for investment loss (surrender) charges which the Plan would have to pay in the event of early withdrawal prior to the maturity date. The contract values of the individual investments which comprise the total of the guaranteed investment contracts at December 31, 1996 are as follows: Ohio National Life $ 365,191 Principal Mutual Life 441,695 Life Insurance Co of Virginia 257,070 New York Life Insurance 746,782 Hartford Life Insurance Co of Virginia 373,805 State Mutual Life 369,029 Protective Life Insurance 368,168 Transamerica 350,777 Total $3,272,517 The average yield on the contracts for the plan period ended December 31, 1996 was 7.3%. The fair values of the contracts listed above, determined using the sum of the present values of each of the contract's projected cash flows discounted at the December 31, 1996 interest rates based on the current yields of similar investments with comparable duration, approximate the contract values. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 7. Investment Programs The allocation of Plan assets and liabilities to the separate investment programs at December 31, 1996 was as follows:
Morrison Morrison Fixed Money Health Fresh Ruby Income Equity Market Care, Inc. Cooking, Inc. Tuesday, Inc. Fund Fund Fund Stock Fund Stock Fund Stock Fund Total Assets Investments, at fair value: Morrison Health Care, Inc. common stock $ - $ - $ - $1,686,248 $ - $ - $ 1,686,248 Morrison Fresh Cooking, Inc. common stock - - - - 134,844 - 134,844 Ruby Tuesday, Inc. common stock - - - - - 1,364,578 1,364,578 Delaware Group Value Fund - 1,527,817 - - - - 1,527,817 Templeton Growth Fund - 1,459,370 - - - - 1,459,370 Guaranteed investment contracts withinsurance companies, at contract value 3,272,517 - - - - - 3,272,517 Phoenix Fund 1,433,056 - - - - - 1,433,056 Total investments 4,705,573 2,987,187 - 1,686,248 134,844 1,364,578 10,878,430 Receivable from related plan 1,113,000 - - - - - 1,113,000 Contributions receivable: Participants 30,029 44,084 17,542 8,913 - - 100,568 Employer - - - 20,660 - - 20,660 30,029 44,084 17,542 29,573 - - 121,228 Dividends and interest receivable - - 1,708 - - - 1,708 Total receivables 1,143,029 44,084 19,250 29,573 - - 1,235,936 Cash 9,669 28,386 197,811 7,983 333 2,338 246,520 Net assets available for benefits $5,858,271 $3,059,657 $217,061 $1,723,804 $135,177 $1,366,916 $12,360,886
Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 7. Investment Programs (continued) Changes in net assets for the period from March 7, 1996 (date of inception) to December 31, 1996 were allocated to the separate investment programs as follows:
Morrison Morrison Fixed Money Health Fresh Ruby Income Equity Market Care, Inc. Cooking, Inc. Tuesday, Inc. Fund Fund Fund Stock Fund Stock Fund Stock Fund Total Additions: Transfer from Morrison Restaurants Inc. $ 6,820,100 $1,389,603 $ 393,138 $ 757,909 $ 457,025 $1,840,245 $11,658,020 Interest and dividend income 348,280 317,743 11,495 53,506 8,231 - 739,255 Contributions: Employee 335,627 458,148 29,644 326,701 (1,286) (10,810) 1,138,024 Employer - - - 194,066 - - 194,066 335,627 458,148 29,644 520,767 (1,286) (10,810) 1,332,090 Total additions 7,504,007 2,165,494 434,277 1,332,182 463,970 1,829,435 13,729,365 Deductions: Distributions to participants (997,216) (152,451) (175,220) (72,491) (18,664) (124,575) (1,540,617) Administrative expenses (53,401) (15,825) (2,218) (12,623) (6,311) (16,475) (106,853) Total deductions (1,050,617) (168,276) (177,438) (85,114) (24,975) (141,050) (1,647,470) Fund transfers, net (834,227) 865,436 (39,778) 329,517 (103,694) (217,254) - Net realized and unrealized appreciation (depreciation) in fair value of investments 239,108 197,003 - 147,219 (200,124) (104,215) 278,991 Net increases 5,858,271 3,059,657 217,061 1,723,804 135,177 1,366,916 12,360,886 Net assets available for benefits at beginning of period - - - - - - - Net assets available for benefits at end of period $5,858,271 $3,059,657 $217,061 $1,723,804 $ 135,177 $1,366,916 $12,360,886
Morrison Health Care, Inc. Salary Deferral Plan Line 27a - Assets Held For Investment Purposes December 31, 1996 Fair or Contract Identity of Issue Description of Investments Cost Value
Morrison Health Care, Inc.* 115,831 common shares $ 1,527,540 $ 1,686,248 Morrison Fresh Cooking, Inc. 28,786 common shares 270,878 134,844 Ruby Tuesday, Inc. 75,440 common shares 1,493,740 1,364,578 Delaware Group Value Fund 66,601 units 1,489,763 1,527,817 Templeton Growth Fund 74,686 units 1,326,306 1,459,370 Phoenix Duff and Phelps Multi- Sector Fixed Income Fund 105,765 units 1,418,561 1,433,056 Ohio National Life Guaranteed investment contract with insurance companies 365,191 365,191 Principal Mutual Life Guaranteed investment contract with insurance companies 441,695 441,695 Life Insurance Co. of Virginia Guaranteed investment contract with insurance companies 257,070 257,070 New York Life Insurance Guaranteed investment contract with insurance companies 746,782 746,782 Hartford Life Insurance Co. Guaranteed investment contract of Virginia with insurance companies 373,805 373,805 State Mutual Life Guaranteed investment contract with insurance companies 369,029 369,029 Protective Life Insurance Guaranteed investment contract with insurance companies 368,168 368,168 Transamerica Guaranteed investment contract with insurance companies 350,777 350,777 Totals $10,799,305 $10,878,430 * Indicates party-in-interest to the Plan.
Morrison Health Care, Inc. Salary Deferral Plan Line 27d - Reportable Transactions Period from March 7, 1996 (date of inception) to December 31, 1996 Fair Asset Value on Cost of Transaction Net Gain Description of Assets Purchases Sales Asset Date (Loss) Category (i) D Individual transactions in excess of 5 percent of the current value of total plan assets.
Phoenix Fund $625,000 $ - $ - $625,000 $ - Phoenix Fund 935,000 - - 935,000 - Phoenix Fund - 681,000 681,000 - - Stable Value Fund 883,114 - - 883,114 - Stable Value Fund - 919,349 919,349 - - Guaranteed Investment Contracts - 747,082 687,333 - 59,749 Guaranteed Investment Contracts - 625,000 575,014 - 49,986
Morrison Health Care, Inc. Salary Deferral Plan Line 27d - Reportable Transactions (continued) Period from March 7, 1996 (date of inception) to December 31, 1996 Fair Asset Value on Cost of Transcation Net Gain Description of Assets Purchases Sales Asset Date (Loss) Category (iii) D A series of securities transactions with respect to the same issue which amount in the aggregate to more than 5 percent of the current value of total plan assets.
Delaware Group Value Fund $ 938,246 $ - $ - $ 938,246 $ - Delaware Group Value Fund - 170,354 155,726 - 14,628 Ruby Tuesday, Inc. common stock 170,840 - - 170,840 - Ruby Tuesday, Inc. common stock - 542,291 517,345 - 24,946 Phoenix Fund 2,353,286 - - 2,353,286 - Phoenix Fund - 937,000 934,724 - 2,276 Stable Value Fund 919,349 - - 919,349 - Stable Value Fund - 919,349 919,349 - - Templeton Growth Fund 798,234 - - 798,234 - Templeton Growth Fund - 165,432 154,173 - 11,259 Morrison Health Care, Inc. common stock* 1,010,308 - - 1,010,308 - Morrison Health Care, Inc. common stock* - 229,188 240,677 - (11,489) Guaranteed Investment Contracts - 3,000,351 2,775,737 - 224,614 * Indicates party-in-interest to the Plan.
EX-23 3 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-2098) pertaining to the Morrison Health Care, Inc. Salary Deferral Plan of our report dated June 23, 1997, with respect to the financial statements and schedules of the Morrison Health Care, Inc. Salary Deferral Plan included in this Annual Report (Form 11 - -K) for the period from March 7, 1996 (date of inception) to December 31, 1996. /s/ Ernst & Young LLP Ernst & Young LLP Atlanta, Georgia June 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----