-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nb1VdSkd6yOfY/4MC2ZFm9tndHZLc7EFGsQpifHXjzo2zXqb4/L3FX4ApEffLjnE iTX7FJ77KZpU3NNZnfRZZA== 0000068270-94-000007.txt : 19940513 0000068270-94-000007.hdr.sgml : 19940513 ACCESSION NUMBER: 0000068270-94-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON RESTAURANTS INC/ CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: 5812 IRS NUMBER: 630475239 STATE OF INCORPORATION: DE FISCAL YEAR END: 0605 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12454 FILM NUMBER: 94525438 BUSINESS ADDRESS: STREET 1: 4721 MORRISON DR STREET 2: P O BOX 160266 CITY: MOBILE STATE: AL ZIP: 36609 BUSINESS PHONE: 2053443000 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON CAFETERIAS CONSOLIDATED INC DATE OF NAME CHANGE: 19680605 11-K 1 1993 DEFERRED COMP FORM 11K 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, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to Commission file number 1-12454 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MORRISON RESTAURANTS INC. DEFERRED COMPENSATION PLAN B. Name of issuer of the securities held pursuant to the Plan and address of its principal executive office: MORRISON RESTAURANTS INC. P.O. Box 160266 Mobile, Alabama 36625 Exhibit index appears at page 18. This report contains a total of 19 pages. Page 1 of 19 The following financial statements are included in this report: Audited Financial Statements: Page Description Number Report of Independent Auditors 4 Statements of Financial Condition At December 31, 1993 and 1992 5 Statements of Income and Changes in Plan Equity for the years ended December 31, 1993, 1992, and 1991 6 Notes to Financial Statements 7 Signatures 17 The written consent of Ernst & Young with respect to the plan annual financial statements is attached hereto as exhibit #23. Page 2 of 19 Morrison Restaurants Inc. Deferred Compensation Plan Financial Statements Years ended December 31, 1993 and 1992 Contents Report of Independent Auditors............................. 1 Audited Financial Statements Statements of Financial Condition.......................... 2 Statements of Income and Changes in Plan Equity............ 3 Notes to Financial Statements.............................. 4 Report of Independent Auditors Employee Benefits Committee Morrison Restaurants Inc. We have audited the accompanying statements of financial condition of the Morrison Restaurants Inc. Deferred Compensation Plan as of December 31, 1993 and 1992, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1993. 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 financial condition of the Morrison Restaurants Inc. Deferred Compensation Plan at December 31, 1993 and 1992, and its income and changes in plan equity for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ Ernst & Young Ernst & Young Birmingham, Alabama April 20, 1994 Morrison Restaurants Inc. Deferred Compensation Plan Statements of Financial Condition
December 31 1993 1992 Assets Cash $ 4,086,869 $ 1,480,280 Investments, at fair value: Morrison Restaurants Inc. common stock 7,950,705 3,541,590 U.S. Treasury Note - 190,406 Other securities: Other common stocks - 1,109,392 Templeton Growth Fund 2,404,641 - Principal Financial Group, guaranteed investment contract 1,235,652 4,192,191 15,677,867 10,513,859 Contributions receivable: Participants 276,736 - Employer 35,817 - 312,553 - Dividends and interest receivable 1,485 6,946 Total assets $ 15,991,905 $ 10,520,805 Liabilities Accrued administrative fees - 14,792 Total liabilities - 14,792 Plan equity $ 15,991,905 $ 10,506,013 See accompanying notes.
Morrison Restaurants Inc. Deferred Compensation Plan Statements of Income and Changes in Plan Equity
Year ended December 31 1993 1992 1991 Net investment income Dividends on Morrison Restaurants Inc. common stock $ 75,661 $ 37,003 $ 24,216 Other dividends 27,383 12,109 2,875 Interest 503,440 429,713 390,616 606,484 478,825 417,707 Administrative expenses (59,605) (85,315) (52,663) 546,879 393,510 365,044 Net appreciation in fair value of investments 2,225,280 1,066,701 305,593 Contributions: Participants 2,626,214 2,198,373 1,854,855 Employer 538,211 443,836 382,080 3,164,425 2,642,209 2,236,935 Withdrawals by participants (450,692) (559,392) (610,449) Income and changes in plan equity 5,485,892 3,543,028 2,297,123 Plan equity at beginning of year 10,506,013 6,962,985 4,665,862 Plan equity at end of year $ 15,991,905 $ 10,506,013 $ 6,962,985 See accompanying notes.
Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements December 31, 1993 1. Significant Accounting Policies The financial statements of the Morrison Restaurants Inc. Deferred Compensation Plan (the Plan) are presented on the accrual basis of accounting. Investments in common trust funds are stated at fair value based on quoted redemption values on the last business day of the plan year. The guaranteed investment contract is stated at the contract value as determined by the Principal Financial Group based on the guaranteed rate of return. Morrison Restaurants Inc. common stock is traded on the New York Stock Exchange and is valued at the closing sales price on the last business day of the plan year. Prior to October 21, 1993 Morrison Restaurants Inc. common stock was traded on the over-the-counter market. Other common stocks held are also valued at the closing sales price on the last business day of the plan year. The average cost of shares sold is used to compute gain or loss. 2. Description of Plan The Plan was established January 1, 1988 to provide additional incentive and retirement security for a select group of management and certain highly compensated employees of Morrison Restaurants Inc. and its subsidiaries (the Company). The Plan was amended effective January 1, 1990 to provide for investment direction by participants, including the ability to invest in Company stock. The general administration of the Plan is the responsibility of the Employee Benefits Committee (the Committee) which consists of at least two persons and not more than seven persons appointed by the Board of Directors. Costs of administering the Plan are paid by the Company to the extent not paid by the Trust. The Plan's assets are held by AmSouth Bank, N.A., trustee for the Plan. To participate in the Plan, the employee must have been designated for participation in the Plan by the Plan Administrator. Additionally, the employee must authorize, on a form prescribed by the Committee, the deduction from his pay of the basic contribution as defined by the Plan. Participants may contribute amounts ranging from 2% to 20% of their compensation and specify the various investment alternatives to which the Plan's assets will be directed. Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) These investment alternatives are: Money Market Fund The investment policy of the money market fund is to invest in income-producing assets with relatively short terms and relatively high security of principal. These assets can include government securities, commercial paper (publicly traded or privately placed), other debt securities, shares of money market mutual funds, units of participation in the Trustee's short-term investment trust, and time deposits or certificates of deposit of any bank or savings and loan association, the deposits of which are insured by the Federal Deposit Insurance Corporation, including the Trustee. The money market fund had 23 participants at December 31, 1993. Equity Fund The investment policy of the equity fund is to invest in relatively high quality equity assets producing either income or capital appreciation, or both. These assets can include common stocks and similar equity securities (including warrants or rights to subscribe to or securities convertible into stock or securities), and shares of mutual funds which invest in common stock. The equity fund had 117 participants at December 31, 1993. Fixed Income Fund The investment policy of the fixed income fund is to achieve income through investment in income-producing assets with capital appreciation being of secondary importance. These assets can include bonds, notes, debentures, mortgages, preferred stocks, interests in leases of either real or personal property, or both, contracts or other evidences of indebtedness, endowment or annuity contracts, shares of mutual funds, or other tangible or intangible property or interests in property, either real or personal, the income return from which is fixed or limited by the terms of the instrument creating or evidencing the property or interest in property. The fixed income fund had 199 participants at December 31, 1993. Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) Morrison Stock Fund The investment policy of the stock fund is to allow participants to participate in the ownership of the Company. The stock fund had 331 participants at December 31, 1993. The Company matches 20% of contributions by participants with 3 to 9 years of service, 30% for participants with 10 to 19 years, and 40% for participants with 20 or more years of service or who are specifically designated by the Plan Administrator as one of a select group of members to receive a 40% matching contribution. Matching contributions for any plan year shall be credited with respect to annual deferred amounts of up to the maximum amount allowed under Internal Revenue Code Section 402(g)(1) ($8,994 for 1993). On April 25, 1990, the Company established a post-1989 Stock Match Fund. Matching contributions are made to this fund and may be invested entirely in Company stock. Participants or their beneficiaries have a 100% vested interest in the value of their respective contributions and employer matching accounts. The basic form of distribution is a single lump sum payment in cash and Company stock. Effective January 1, 1993 the Plan was amended to continue to allow participants to direct the investment of assets; however, the Plan document will no longer require that the Trustee precisely follow the participants' directions. Under this new approach, commonly referred to as a "phantom plan," the manner in which assets are invested is determined by the Trustee, who must achieve certain predetermined rates of return. Periodic earnings shortages below the predetermined rate of return would be required to be funded by the Company. Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 3. Investments The Plan's investments are held by a trust fund administered by AmSouth Bank, N.A. The Plan's investments (including investments bought, sold and held during the year) appreciated in value by $2,225,280, $1,066,701, and $305,593 during the years ended December 31, 1993, 1992 and 1991, respectively, as follows:
Year ended December 31 1993 1992 1991 Morrison Restaurants Inc. common stock $ 1,870,730 $ 1,045,358 $ 288,971 Templeton Growth Fund 361,707 - - U.S. Treasury Note (402) 3,709 4,157 Other securities: Other common stocks (6,755) 17,634 (18,254) AmSouth Bank ASO Equity Fund - - 30,719 Totals $ 2,225,280 $ 1,066,701 $ 305,593
The fair values of individual investments that represent 5% or more of plan equity at December 31, 1993 and 1992 are as follows:
1993 1992 Morrison Restaurants Inc. common stock $ 7,950,705 $ 3,541,590 Principal Financial Group, guaranteed investment contract 1,235,652 4,192,191 Templeton Growth Fund 2,404,641 -
The Plan's exposure to accounting loss with respect to these financial instruments is limited to the carrying values stated above. 4. Income Tax Status The Plan is a grantor type trust and is not qualified under Section 401 of the Internal Revenue Code. Under Section 671 of the Internal Revenue Code, items of income, deduction or credit in a grantor trust are treated as belonging to the grantor. These items are reported on the income tax return of the grantor, Morrison Restaurants Inc. Participants must include distributions in taxable income at the time of withdrawal. <\PAGE> Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 5. Transactions with Parties-In-Interest Amounts of Morrison Restaurants Inc. common stock held by the Plan at December 31, 1993 and 1992 totaled 302,884 and 181,620 shares, respectively, with a market value of $7,950,705 or $26.25 per share, and $3,541,590 or $19.50, respectively. On October 29, 1993 Morrison Restaurants Inc. paid a 3-for-2 stock split. All share data above has been adjusted to reflect the split. Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 6. Investment Programs The allocation of Plan assets and liabilities to the separate investment programs at December 31, 1993 was as follows:
Post-1989 Money Fixed Morrison Stock Market Equity Income Stock Match Fund Fund Fund Fund Fund Total Assets Cash $ 110,082 $ 40,032 $ 3,833,878 $ 78,332 $ 24,545 $ 4,086,869 Investments, at fair value: Morrison Restaurants Inc. common stock _ _ _ 4,995,919 2,954,786 7,950,705 Other securities: Templeton Growth Fund _ 2,404,641 _ _ _ 2,404,641 Principal Financial Group, guaranteed investment contract - - 1,235,652 - - 1,235,652 110,082 2,444,673 5,069,530 5,074,251 2,979,331 15,677,867 Contributions receivable: Participants 5,512 63,492 70,790 136,942 _ 276,736 Employer - - - - 35,817 35,817 5,512 63,492 70,790 136,942 35,817 312,553 Dividends and interest receivable 239 19 1,110 60 57 1,485 Plan equity $ 115,833 $ 2,508,184 $ 5,141,430 $ 5,211,253 $ 3,015,205 $ 15,991,905
Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 6. Investment Programs (continued) The allocation of Plan assets and liabilities to the separate investment programs at December 31, 1992 was as follows:
Post-1989 Money Fixed Morrison Stock Market Equity Income Stock Match Fund Fund Fund Fund Fund Total Assets Cash $ 146,365 $ 157,834 $ 1,039,528 $ 95,122 $ 41,431 $ 1,480,280 Investments, at fair value: Morrison Restaurants Inc. common stock _ _ _ 1,813,427 1,728,163 3,541,590 U.S. Treasury note _ 190,406 _ _ _ 190,406 Other common stock _ 1,109,392 _ _ _ 1,109,392 Principal Financial Group, guaranteed investment contract - - 4,192,191 - - 4,192,191 146,365 1,457,632 5,231,719 1,908,549 1,769,594 10,513,859 Dividends and interest receivable 326 4,362 2,132 66 60 6,946 Total assets 146,691 1,461,994 5,233,851 1,908,615 1,769,654 10,520,805 Liabilities and plan equity Accrued administrative fees 333 6,936 4,774 1,468 1,281 14,792 Total liabilities 333 6,936 4,774 1,468 1,281 14,792 Plan equity $ 146,358 $ 1,455,058 $ 5,229,077 $ 1,907,147 $ 1,768,373 $ 10,506,013
Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 6. Investment Programs (continued) Plan income and changes in Plan equity for the year ended December 31, 1993, were allocated to the separate investment program as follows:
Post-1989 Money Fixed Morrison Stock Market Equity Income Stock Match Fund Fund Fund Fund Fund Total Plan equity at December 31, 1992 $ 146,358 $ 1,455,058 $ 5,229,077 $ 1,907,147 $ 1,768,373 $ 10,506,013 Dividends on Morrison Restaurants Inc. common stock - - - 43,685 31,976 75,661 Other dividends - 27,383 - - - 27,383 Interest 2,668 118,471 378,414 2,840 1,047 503,440 Administrative expenses (887) (11,217) (29,388) (11,934) (6,179) (59,605) Net appreciation in fair value of investments - 354,550 - 1,141,173 729,557 2,225,280 Contributions: Participants 100,028 516,629 1,002,140 1,007,417 - 2,626,214 Employer 141 8,487 6,397 - 523,186 538,211 100,169 525,116 1,008,537 1,007,417 523,186 3,164,425 Withdrawals by participants (11,041) (28,979) (195,007) (184,830) (30,835) (450,692) Interfund transfers (121,434) 67,802 (1,250,203) 1,305,755 (1,920) - Plan equity at December 31, 1993 $ 115,833 $ 2,508,184 $ 5,141,430 $ 5,211,253 $ 3,015,205 $ 15,991,905 There were 287 active participants in the Plan at December 31, 1993.
Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 6. Investment Programs (continued) Plan income and changes in Plan equity for the year ended December 31, 1992, were allocated to the separate investment program as follows:
Post-1989 Money Fixed Morrison Stock Market Equity Income Stock Match Fund Fund Fund Fund Fund Total Plan equity at December 31, 1991 $ 124,615 $ 498,461 $ 5,163,277 $ 377,691 $ 798,941 $ 6,962,985 Dividends on Morrison Restaurants Inc. common stock - - - 13,812 23,191 37,003 Other dividends - 12,109 - - - 12,109 Interest 4,482 20,711 401,620 1,548 1,352 429,713 Administrative expenses (1,968) (26,941) (41,786) (6,063) (8,557) (85,315) Net appreciation in fair value of investments - 21,343 - 460,658 584,700 1,066,701 Contributions: Participants 58,763 432,322 1,351,873 355,415 - 2,198,373 Employer 655 13,582 13,126 - 416,473 443,836 59,418 445,904 1,364,999 355,415 416,473 2,642,209 Withdrawals by participants (12,405) (46,178) (416,017) (48,730) (36,062) (559,392) Interfund transfers (27,784) 529,649 (1,243,016) 752,816 (11,665) - Plan equity at December 31, 1992 $ 146,358 $ 1,455,058 $ 5,229,077 $ 1,907,147 $ 1,768,373 $ 10,506,013
Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 6. Investment Programs (continued) Plan income and changes in Plan equity for the year ended December 31, 1991, were allocated to the separate investment program as follows:
Post-1989 Money Fixed Morrison Stock Market Equity Income Stock Match Fund Fund Fund Fund Fund Total Plan equity at December 31, 1990 $ 97,131 $ 357,341 $ 3,778,685 $ 166,628 $ 266,077 $ 4,665,862 Dividends on Morrison Restaurants Inc. common stock _ _ _ 11,025 13,191 24,216 Other dividends _ 2,875 _ _ _ 2,875 Interest 13,079 14,035 363,502 _ _ 390,616 Administrative expenses (3,279) (10,749) (30,550) (3,044) (5,041) (52,663) Net appreciation in fair value of investments _ 16,622 _ 105,112 183,859 305,593 Contributions: Participants 107,087 173,956 1,449,179 124,633 _ 1,854,855 Employer 1,137 6,961 17,625 - 356,357 382,080 108,224 180,917 1,466,804 124,633 356,357 2,236,935 Withdrawals by participants (183,889) (10,722) (377,374) (25,904) (12,560) (610,449) Interfund transfers 93,349 (51,858) (37,790) (759) (2,942) - Plan equity at December 31, 1991 $ 124,615 $ 498,461 $ 5,163,277 $ 377,691 $ 798,941 $ 6,962,985
SIGNATURES Morrison Restaurants Inc. Deferred Compensation Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation Committee of the Morrison Restaurants Inc. Deferred Compensation Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Morrison Restaurants Inc. Deferred Compensation Plan (Name of Plan) Date April 29, 1994 /s/ Wallace R. Bunn Wallace R. Bunn Director; Chairman, Compensation Committee Page 17 EX-23 2 1993 FORM 11K EXHIBIT 23 EXHIBIT INDEX Exhibit Page Number Description Number 23 Consent of Independent Auditors 19 Page 18 of 19 CONSENT OF ERNST & YOUNG INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-32697) pertaining to the Deferred Compensation Plan of Morrison Restaurants Inc. and in the related Prospectus of our Report dated April 20, 1994, with respect to the financial statements of the Morrison Restaurants Inc. Deferred Compensation Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ Ernst & Young Ernst & Young Birmingham, Alabama April 26, 1994 Page 19 -----END PRIVACY-ENHANCED MESSAGE-----