-----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, R3Yv4hEszbabJV3uL2EaNMSFG7BcSEGQd4QlQ9WcfqKDCOebYHkk0sQ2l9hKkeBZ SiRLNTOuXK2oHQCmdCBbyA== 0001007507-98-000019.txt : 19980630 0001007507-98-000019.hdr.sgml : 19980630 ACCESSION NUMBER: 0001007507-98-000019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: 0531 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-14194 FILM NUMBER: 98656957 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 FORM 11-K 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 [No fee required effective October 7, 1996] For the fiscal year ended December 31, 1997. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No 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 has 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 29, 1998 /s/ Claire L. Arnold --------------- ----------------------- Claire L. Arnold Director; Chairman, Compensation Committee EX-13 2 ANNUAL REPORT TO SECURITY HOLDERS Exhibit 13 Audited Financial Statements and Supplemental Schedules Morrison Health Care, Inc. Salary Deferral Plan Year ended December 31, 1997 and as of December 31, 1996 with Report of Independent Auditors Morrison Health Care, Inc. Salary Deferral Plan Audited Financial Statements and Supplemental Schedules Year ended December 31, 1997 and as of December 31, 1996 Contents Report of Independent Auditors....................... 1 Audited Financial Statements Statements of Net Assets Available for Benefits...... 2 Statement of Changes in Net Assets Available for Benefits.............................. 3 Notes to Financial Statements........................ 4 Supplemental Schedules Item 27a Assets Held for Investment Purposes........ 16 Item 27d Reportable Transactions.................... 17 Report of Independent Auditors Compensation Committee Morrison Health Care, Inc. Morrison Health Care, Inc. Salary Deferral Plan We have audited the accompanying statements of net assets available for benefits of the Morrison Health Care, Inc. Salary Deferral Plan (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. 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 audits. We conducted our audits 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 audits provide 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, 1997 and 1996, and the changes in its net assets available for benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were performed 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, 1997 and reportable transactions for the year then ended, 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits 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 Atlanta, Georgia June 26, 1998 Morrison Health Care, Inc. Salary Deferral Plan Statements of Net Assets Available for Benefits
December 31, 1997 1996 ---------------------------- Assets Investments, at fair value (Note 3 and Note 6): Morrison Health Care, Inc. common stock............ $ 3,375,152 $ 1,686,248 Unallocated ESOP shares of Morrison Health Care, Inc. common stock................................ 4,755,749 - Stable Value Fund.................................. 962,034 - Merrill Lynch Federal Securities Fund.............. 3,639,393 - Merrill Lynch Growth Fund.......................... 1,188,469 - AIM Constellation Fund............................. 1,197,400 - Merrill Lynch Equity Index Fund.................... 1,332,430 - Templeton Foreign Fund............................. 1,198,806 - Morrison Restaurants Inc. common stock............. - 134,844 Ruby Tuesday, Inc. common stock.................... - 1,364,578 AmSouth Prime Obligation Fund...................... - 234,440 Delaware Group Value Fund.......................... - 1,527,817 Templeton Growth Fund.............................. - 1,459,370 New York Life Insurance Company Guaranteed Investment Contracts............................. 994,934 - Protective Life Insurance Company Guaranteed Investment Contract.............................. 328,134 - Transamerica Occidental Life Insurance Company Guaranteed Investment Contract................... 466,815 - Guaranteed investment contracts with insurance companies, at contract value..................... - 3,272,517 Phoenix Fund....................................... - 1,433,056 ---------------------------- Total investments.................................. 19,439,316 11,128,870 Receivable from related plan (Note 1).............. - 1,113,000 Contributions receivable: Participants.................................... 130,114 100,568 Employer (unallocated in 1997).................. 39,040 20,660 ---------------------------- 169,154 121,228 Dividends and interest receivable.................. - 1,708 Cash............................................... 77,482 12,080 ---------------------------- Total Assets....................................... 19,685,952 12,360,886 Liabilities ESOP note payable (Note 7)......................... 3,433,246 - ---------------------------- Net assets available for benefits.................. $16,252,706 $12,360,886 ============================
See accompanying notes. Morrison Health Care, Inc. Salary Deferral Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 1997
Allocated Unallocated Total ------------------------------------------ Additions to net assets attributable to: Interest and dividend income.............. $ 644,718 $ - $ 644,718 Contributions: Participants.............................. 1,627,696 - 1,627,696 Employer.................................. 36,933 301,907 338,840 ------------------------------------------ 1,664,629 301,907 1,966,536 ------------------------------------------ Total additions........................... 2,309,347 301,907 2,611,254 Deductions from net assets attributable to: Distributions to participants............. 1,560,776 - 1,560,776 Administrative expenses................... 187,067 - 187,067 ESOP interest expense..................... - 96,589 96,589 ------------------------------------------ Total deductions.......................... 1,747,843 96,589 1,844,432 Net realized and unrealized appreciation in fair value of investments............ 1,745,819 1,353,264 3,099,083 Allocation of 16,715 shares of Morrison Health Care, Inc. common stock, at market............................... 236,079 (236,079) - Net transfers from related plans.......... 25,915 - 25,915 ------------------------------------------ Net increase in net assets available for benefits............................ 2,569,317 1,322,503 3,891,820 Net assets available for benefits: Beginning of year....................... 12,360,886 - 12,360,886 ------------------------------------------ End of year............................. $14,930,203 $1,322,503 $16,252,706 ==========================================
See accompanying notes. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 1997 1. Description of the Plan The Morrison Health Care, Inc. Salary Deferral Plan (the "Plan") is a defined contribution plan and is sponsored by Morrison Health Care, Inc. (the "Company"). The Plan covers all employees who have attained the age of 21 and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The following description of the Plan provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. General The Plan was established March 7, 1996 as a result of the Company's spin-off from Morrison Restaurants Inc. (now named Ruby Tuesday, 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. Effective February 28, 1997, a component of the Plan operates a leveraged employee stock ownership plan ("ESOP") and is designed to comply with section 4975(e)(7) and the related regulations thereunder of the Internal Revenue Code of 1986, as amended ("the Code"). Effective October 1, 1997, the Plan changed custodian and recordkeeper from AmSouth Bank of Alabama to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as recordkeeper, and Merrill Lynch Trust Company, as trustee. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 1. Description of the Plan (continued) Contributions Under the Plan, participants may contribute on a tax deferred basis amounts ranging from between 2% and 10% of their compensation (not to exceed $9,500 for 1997 and 1996). Participants contributing a tax-deferred contribution of at least 2% may elect to make after-tax contributions up to 10% of their annual earnings. 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. 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. Participant Accounts Each participant's account is credited, as appropriate, with the participant's contribution, the Company's matching contributions and allocations of investment earnings and losses. Investment results are allocated to participant's accounts based upon relative balances of the individual accounts on the valuation date as defined by the Plan. Vesting Participants or their beneficiaries are immediately vested in the value of their contributions, employer matching contributions, plus actual earnings thereon. Distributions to Participants Upon his or her retirement, termination, death or disability, as defined by the Plan, a participant or his /her beneficiary may elect to receive a lump sum distribution. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 1. Description of the Plan (continued) Plan Termination Although it has not expressed any 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), the Plan's assets are distributable to the participants or their beneficiaries based on the respective values of their accounts. Administrative Costs The Company pays any administrative costs of the Plan not paid from Plan assets. 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Plan are presented on the accrual basis of accounting. Reclassifications Certain amounts in the prior year have been reclassified to conform with the current year presentation. Valuation of Investments Investments in mutual funds are stated at fair value based on quoted redemption values on the last business day of the plan year. Morrison Health Care, Inc, Morrison Restaurants Inc. (formerly Morrison Fresh Cooking, Inc.), and Ruby Tuesday, Inc. (collectively "the Morrison Companies") common stock are traded on the New York Stock Exchange and are valued at the closing sales price on the last business day of the plan year. Fair values for investments in collective 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. Guaranteed investment contracts are stated at the contract value, which approximates fair 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. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Significant Accounting Policies (continued) Use of Estimates The preparation of 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 may differ from those estimates. Concentration of Credit Risk Financial investments that potentially subject the Plan to significant concentrations of credit risk consist primarily of guaranteed investment contracts. The guaranteed investment contracts are held by various insurance companies in their general assets, whereby funds are deposited and earn a rate of return based on a contract rate. Accordingly, the redemptions of the guaranteed investment contracts are subject to the financial stability of the applicable insurance companies. 3. Investments The Plan's investments are held by a trust fund administered by Merrill Lynch, the Plan's trustee and recordkeeper, 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. Participants have the option of allocating their individual accounts between four separate investment funds maintained by the trustee of the Plan. Prior to October 1, 1997, participants had four investment options with AmSouth Bank of Alabama. Effective October 1, 1997 the investment options available to participants changed to similar options with Merrill Lynch. A general description of the four investment options available to participants is as follows: Fixed Income Fund This fund invests in guaranteed investment contracts, the Morrison Stable Value Fund, and the Merrill Lynch Federal Securities Fund. The primary objective of this fund is to provide current income. This fund invests in substantially all areas of the fixed income instrument marketplace, including corporate and government bonds within and outside Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 3. Investments (continued) Fixed Income Fund (continued) the United States. This fund holds guaranteed investment contracts previously purchased by the Plan, however, no new monies will be invested in these contracts. Equity Fund This fund invests in the AIM Constellation Fund, the Merrill Lynch Growth Fund, the Merrill Lynch Equity Fund and the Templeton Foreign Fund. The primary objective of this fund is capital appreciation. The AIM Constellation Fund primarily invests in domestic common stocks. The Merrill Lynch Growth Fund invests in diversified growth company common stocks. The Merrill Lynch Equity Fund invests in companies in the Standard and Poor's 500 Index and the Templeton Foreign Fund invests in US Treasury notes and common stocks of companies based in Europe, Australia, and Hong Kong. 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 Fund The Morrison Health Care, Inc. Stock Fund invests in the common stock of Morrison Health Care, Inc. Fund Options Available Prior to October 1, 1997 The following investment options were available prior to October 1, 1997: Fixed Income Fund - This fund invested primarily in guaranteed investment contracts and the Phoenix Duff and Phelps Multi Sector Fixed Income Fund (the "Phoenix Fund"). The primary objective of this fund was to provide current income. Equity Fund - This fund invested partly in the Templeton Growth Fund and partly in the Delaware Group Value Fund. The primary objective of this fund was capital appreciation. The Templeton Growth fund invested in securities issued by companies and governments both within and outside the United States. The Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 3. Investments (continued) Delaware Value fund invested in small to medium-sized companies that were believed to be undervalued. Money Market Fund - This fund invested primarily in short-term U.S. government securities. The primary objective of this fund was to provide current income with relative stability of principal. Stock Funds - These funds were invested in the Morrison Restaurants Inc. Stock Fund and the Ruby Tuesday Stock Fund. 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 (now named Morrison Restaurants Inc.), (collectively, the "Morrison Funds"). The Morrison Funds held 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 were allowed to be made to the Morrison Funds. The Morrison Restaurants Inc. Stock Fund was invested in the common stock of Morrison Restaurants Inc. (formerly Morrison Fresh Cooking, Inc.). The Ruby Tuesday, Inc. Stock Fund was invested in the common stock of Ruby Tuesday, Inc. Participants may change their investment options at any time. 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 $3,099,083 during the year ended December 31, 1997, as shown below. Morrison Health Care, Inc. common stock......... $ 637,929 Unallocated ESOP shares of Morrison Health Care, Inc. common stock....................... 1,397,001 Merrill Lynch Federal Securities Fund........... 7,577 Merrill Lynch Growth Fund....................... (201,542) AIM Constellation Fund.......................... (195,260) Merrill Lynch Equity Index Fund................. 24,592 Templeton Foreign Fund.......................... (232,882) Phoenix Fund.................................... 369,852 Morrison Restaurants Inc. common stock.......... (3,184) Ruby Tuesday, Inc. common stock................. 379,444 Delaware Group Value Fund....................... 562,727 Templeton Growth Fund........................... 366,341 Guaranteed investment contracts with insurance companies........................... (13,512) ------------ Net realized and unrealized appreciation in fair value of investments.................. $3,099,083 ============ 4. Income Tax Status Internal Revenue Service (IRS) ruled on December 19, 1997, that the Plan qualifies under Section 401(a) of the Code, and therefore, the related trust is not subject to tax under present income tax law. The Plan has been amended since receiving the determination letter. The Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator 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 406,545 shares of Morrison Health Care, Inc. common stock valued at $8,130,901 at December 31, 1997. During 1997, the Plan received $206,170 in dividends on Morrison Health Care, Inc. common stock. The Plan also had investments in Morrison Restaurants Inc. common stock and Ruby Tuesday, Inc. common stock. During Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 5. Transactions with Parties-in-Interest (continued) 1997, the Plan received $6,597 in dividend income from its investment in Morrison Restaurants Inc. common stock; no dividends were received from Ruby Tuesday, Inc. in 1997. Certain Plan investments are units of participation in collective trust funds maintained by the trustee. 6. Guaranteed Investments Contracts At December 31, 1997 and 1996 the Plan had guaranteed investment contracts with several insurance companies. Deposits made under these contracts earn interest at guaranteed rates between 7.7% and 7.1%. 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 comprised the total of the guaranteed investment contracts at December 31, 1996 were 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, 1997 and 1996 was 6.7% and 7.3%, respectively. The fair values of the contracts are determined using the sum of the present values of each of the contract's projected cash flows discounted at the year end interest rates based on the current yields of similar investments with comparable duration. Fair values approximate the contract values. 7. ESOP Fund and Note Payable On February 28, 1997, and in connection with a private letter ruling from the IRS concerning the tax-free reorganization of Morrison Restaurants Inc., the Plan, in conjunction with the Company, created an employee stock ownership feature for the Plan, Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 7. ESOP Fund and Note Payable (continued) which is herein referred to as the "ESOP". In connection with the ESOP's formation, the Company issued 254,502 shares of its common stock with a fair market value of $14.125 per share to the Plan in exchange for a 10-year note with a principal amount of $3,594,841 executed by the Plan's trustee. These shares, together with those already held by the Plan, increased the Plan's level of ownership to 3%. The note bears interest at 5.47% and provides for the scheduled principal payments totaling $467,520 in each of the next ten years. The Plan uses employer matching contributions and dividends received to make loan payments. As the Plan repays the loan, shares are released from the unallocated ESOP account and are allocated to the participant's stock fund account based on a ratio of principal paid to the total remaining loan balance prior to the payment. The loan is collateralized by the unallocated shares of the Company's stock. Accordingly, the financial statements of the Plan for 1997 present separately the assets and liabilities and changes therein pertaining to shares of Company stock allocated to participant accounts and the shares of Company stock that are unallocated. Although participants do not have any investment discretion regarding the ESOP Fund portions of their account balances, each participant is entitled to exercise voting rights attributable to shares on Company stock allocated to his/her account and is notified before such rights are to be exercised. The trustee votes any unallocated shares and any allocated shares for which it does not receive voting directions. 8. Differences Between Financial Statements and Form 5500 The following is a reconciliation of the net assets available for benefits per the financial statements to the Form 5500: December 31, 1996 ------------------- Net assets available for benefits per the financial statements......... $12,360,886 Receivable from related plan........... (1,113,000) Employee contributions receivable...... (100,568) Employer contribution receivable....... (20,660) Other, net............................. (17,517) ------------------- Net assets available for benefits per the Form 5500.................... $11,109,141 =================== Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 9. Year 2000 Issue (Unaudited) The Plan Sponsor has developed a plan to modify its internal information technology to be ready for the year 2000 and has begun converting critical data processing systems. The project also determines whether third party service providers have reasonable plans in place to become year 2000 compliant. The Plan Sponsor currently expects the project to be substantially complete by early 1999. The Plan Sponsor does not expect this project to have a significant effect on plan operations. Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 10. Investment Programs Changes in net assets for the year ended December 31, 1997 were allocated to the separate investment programs as follows:
AmSouth AmSouth Fixed AmSouth Money AmSouth Income Equity Market Stock Fund Fund Fund Fund Total ---------------------------------------------------------------- Additions: Interest and dividend income...... $ 100,512 $ 2,064 $ 14,337 $ 76,469 $ 193,382 Contributions: Employee.......................... 85,342 241,768 500,840 212,525 1,040,475 Employer.......................... - - - 146,162 146,162 ---------------------------------------------------------------- Total additions..................... 185,854 243,832 515,177 435,156 1,380,019 Deductions and Transfers: Distributions to participants..... (758,215) (162,008) (346,389) (287,583) (1,554,195) Administrative expenses........... (65,393) (45,306) (13,009) (63,359) (187,067) Transfer (to)/from related plan... 24,212 - (844) 2,547 25,915 Fund transfers, net............... (369,878) 1,810,030 (264,898) (1,175,254) - Transfer (to)/from successor trustee...........................(5,231,191) (5,835,274) (107,098) (2,286,582) (13,460,145) ESOP loan interest expense.......... - - - (96,589) (96,589) Net realized and unrealized appreciation in fair value of investments....................... 356,341 929,068 - 245,767 1,531,176 ----------------------------------------------------------------- Total net deductions and transfers..(6,044,124) (3,303,490) (732,238) (3,661,053) (13,740,905) ----------------------------------------------------------------- Net (decrease)......................(5,858,270) (3,059,658) (217,061) (3,225,897) (12,360,886) Net assets available for benefits at beginning of period... 5,858,270 3,059,658 217,061 3,225,897 12,360,886 ----------------------------------------------------------------- Net assets available for benefits at end of period.........$ - $ - $ - $ - $ - ==================================================================
Morrison Health Care, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 10. Investment Programs (continued)
Merrill Merrill Lynch Merrill Lynch Merrill Fixed Lynch Money Lynch Income Equity Market Stock Fund Fund Fund Fund Total ------------------------------------------------------------------ Additions: Interest and dividend income...... $ 126,301 $ 293,083 $ - $ 31,952 $ 451,336 Contributions: Employee.......................... 167,841 320,483 (192) 99,089 587,221 Employer.......................... - - 76,387 116,291 192,678 ------------------------------------------------------------------ Total additions..................... 294,142 613,566 76,195 247,332 1,231,235 Deductions and Transfers: Distributions to participants..... (10) - (6,571) - (6,581) Fund transfers, net............... 895,572 (861,181) (99,240) 64,849 - Transfer from predecessor trustee........................... 5,231,191 5,835,274 107,098 2,286,582 13,460,145 Net realized and unrealized appreciation (depreciation) in fair value of investments...... 7,577 (605,092) - 2,165,422 1,567,907 ------------------------------------------------------------------ Total net deductions and transfers.. 6,134,330 4,369,001 1,287 4,516,853 15,021,471 ------------------------------------------------------------------ Net increase........................ 6,428,472 4,982,567 77,482 4,764,185 16,252,706 Net assets available for benefits at beginning of period... - - - - - ------------------------------------------------------------------- Net assets available for benefits at end of period......... $6,428,472 $4,982,567 $77,482 $4,764,185 $16,252,706 ===================================================================
SUPPLEMENTAL SCHEDULES Morrison Health Care, Inc. Salary Deferral Plan Line 27a - Assets Held For Investment Purposes December 31, 1997
Identity of Issue, Borrower, Description of Current Lessor or Similar Party Investments Cost Value - ----------------------------- ---------------------- ------------ ------------ Morrison Health Care, Inc.* 168,758 common shares $ 2,866,411 $ 3,375,152 Unallocated ESOP shares of Morrison Health Care, Inc.* 237,787 common shares 3,358,741 4,755,749 Stable Value Fund 962,034 units 962,034 962,034 Merrill Lynch Federal Securities Fund 373,271 units 3,631,816 3,639,393 Merrill Lynch Growth Fund 41,482 units 1,390,011 1,188,469 AIM Constellation Fund 45,390 units 1,392,660 1,197,400 Merrill Lynch Equity Index Trust Fund 20,381 units 1,307,838 1,332,430 Templeton Foreign Fund 120,483 units 1,431,688 1,198,806 New York Life Insurance Guaranteed Company investment contracts with insurance company 994,934 994,934 Protective Life Insurance Guaranteed Company investment contract with insurance company 328,134 328,134 Transamerica Occidental Life Guaranteed Insurance Company investment contract with insurance company 466,815 466,815 ------------ ------------ Total Investments.............................................. $18,131,082 $19,439,316 ============ ============
* Indicates a party-in-interest to the Plan. Morrison Health Care, Inc. Salary Deferral Plan Item 27d - Reportable Transactions Year ended December 31, 1997
Current Value on Purchase Selling Cost of Transaction Net Gain Description of Assets Price Price Asset Date (Loss) - --------------------------------------------------------------------------------------------------- Category (i) Individual transactions in excess of 5 percent of the current value of total plan assets. AIM Equity Constellation Fund $1,243,487 $ - $1,243,487 $1,243,487 $ - AmSouth Prime Obligation Fund 5,154,458 - 5,154,458 5,154,458 - AmSouth Prime Obligation Fund - 2,580,919 2,580,919 2,580,919 - AmSouth Prime Obligation Fund - 2,573,539 2,573,539 2,573,539 - AmSouth Prime Obligation Fund 4,695,413 - 4,695,413 4,695,413 - AmSouth Prime Obligation Fund - 2,351,236 2,351,236 2,351,236 - AmSouth Prime Obligation Fund - 2,344,180 2,344,180 2,344,180 - AmSouth Prime Obligation Fund 7,061,936 - 7,061,936 7,061,936 - AmSouth Prime Obligation Fund 652,578 - 652,578 652,578 - AmSouth Prime Obligation Fund 650,800 - 650,800 650,800 - AmSouth Prime Obligation Fund 1,833,536 - 1,833,536 1,833,536 - AmSouth Prime Obligation Fund 919,287 - 919,287 919,287 -
Morrison Health Care, Inc. Salary Deferral Plan Item 27d - Reportable Transactions (continued) Year ended December 31, 1997
Current Value on Purchase Selling Cost of Transaction Net Gain Description of Assets Price Price Asset Date (Loss) - --------------------------------------------------------------------------------------------------- Category (i) Individual transactions in excess of 5 percent of the current value of total plan assets. AmSouth Prime Obligation Fund $ - $ 652,578 $ 652,578 $ 652,578 $ - AmSouth Prime Obligation Fund - 919,287 919,287 919,287 - AmSouth Prime Obligation Fund - 923,067 923,067 923,067 - AmSouth Prime Obligation Fund - 919,287 919,287 919,287 - AmSouth Prime Obligation Fund - 914,249 914,249 914,249 - Delaware Group Value Fund - 2,577,229 2,005,385 2,577,229 571,844 ML Equity Index Trust Fund 1,243,487 - 1,243,487 1,243,487 - ML Federal Securities Trust Fund 3,434,951 - 3,434,951 3,434,951 - ML Growth Fund 1,243,633 - 1,243,633 1,243,633 - Phoenix Fund 1,468,000 - 1,468,000 1,468,000 - Phoenix Fund - 3,419,050 3,049,198 3,419,050 369,582 Ruby Tuesday, Inc. common stock - 1,295,110 1,084,095 1,295,110 211,015 Stable Value Fund 935,721 - 935,721 935,721 - Templeton Foreign Fund 1,243,487 - 1,243,487 1,243,487 - Templeton Growth Fund 4,695,416 - 4,695,416 4,695,416 - Templeton Growth Fund - 2,347,708 1,887,115 2,347,708 460,593
Morrison Health Care, Inc. Salary Deferral Plan Item 27d - Reportable Transactions (continued) Year ended December 31, 1997
Current Value on Purchase Selling Cost of Transaction Net Gain Description of Assets Price Price Asset Date (Loss) - ---------------------------------------------------------------------------------------------------- Category (iii) 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. AIM Equity Constellation Fund $ 1,392,660 $ - $ 1,392,660 $ 1,392,660 $ - AmSouth Prime Obligation Fund 22,391,232 - 22,391,232 22,391,232 - AmSouth Prime Obligation Fund - 22,625,671 22,625,671 22,625,671 - Delaware Group Value Fund 814,466 - 814,466 814,466 - Delaware Group Value Fund - 2,905,009 2,304,229 2,905,009 600,780 ML Equity Index Trust Fund 1,307,838 - 1,307,838 1,307,838 - ML Federal Securities Trust Fund 3,631,825 - 3,631,825 3,631,825 - ML Growth Fund 1,390,011 - 1,390,011 1,390,011 - Morrison Health Care, Inc. common stock* 1,134,334 - 1,134,334 1,134,334 - Phoenix Fund 2,571,994 - 2,571,994 2,571,994 - Phoenix Fund - 4,565,050 4,174,255 4,174,255 390,795 Ruby Tuesday, Inc. common stock* - 1,723,253 1,532,007 1,723,253 191,246 Stable Value Fund 935,721 - 935,721 935,721 - Templeton Foreign Fund 1,431,688 - 1,431,688 1,431,688 - Templeton Growth Fund 829,654 - 829,654 829,654 - Templeton Growth Fund - 2,655,366 2,155,960 2,655,366 499,406
* Indicates a party-in-interest to the Plan. There were no category (ii) or (iv) transactions during the year ended December 31, 1997. EX-23 3 CONSENT OF ERNST & YOUNG LLP Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-2098) pertaining to the Morrison Health Care, Inc. Salary Deferral Plan of our report dated June 26, 1998, 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 year ended December 31, 1997. /s/ Ernst & Young LLP Atlanta, Georgia June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----