-----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, WotI2SZgVP1a51sTrFKh234veP5prTNxZlmixKNecdfkNSOvAqvyAQSH3kgOK8pF 9qT4+KFY5FKsi82HBnlEHg== 0000068270-95-000013.txt : 19950428 0000068270-95-000013.hdr.sgml : 19950428 ACCESSION NUMBER: 0000068270-95-000013 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950427 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORRISON RESTAURANTS INC/ CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [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: 95532075 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 1994 DEFERRED COMPENSATION PLAN 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 [FEE REQUIRED] For the fiscal year end December 31, 1994 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, 1994 and 1993 5 Statements of Income and Changes in Plan Equity for the years ended December 31, 1994, 1993, and 1992 6 Notes to Financial Statements 7 Signatures 17 The written consent of Ernst & Young LLP with respect to the plan annual financial statements is attached hereto as exhibit #23. -2- Morrison Restaurants Inc. Deferred Compensation Plan Financial Statements Years ended December 31, 1994, 1993 and 1992 Contents Report of Independent Auditors............................. 4 Audited Financial Statements Statements of Financial Condition.......................... 5 Statements of Income and Changes in Plan Equity............ 6 Notes to Financial Statements.............................. 7 -3- 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, 1994 and 1993, and the related statements of income and changes in plan equity for each of the three years in the period ended December 31, 1994. 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, 1994 and 1993, and its income and changes in plan equity for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP Ernst & Young LLP Birmingham, Alabama April 7, 1995 -4- Morrison Restaurants Inc. Deferred Compensation Plan Statements of Financial Condition
December 31 1994 1993 Assets Cash $ 612,613 $ 4,086,869 Investments, at fair value: Morrison Restaurants Inc. common stock 9,322,740 7,950,705 Other securities: Templeton Growth Fund 3,984,967 2,404,641 Guaranteed investment contracts 3,840,503 1,235,652 17,760,823 15,677,867 Contributions receivable: Participants 237,319 276,736 Employer 28,272 35,817 265,591 312,553 Dividends and interest receivable 20,656 1,485 Total assets 18,047,070 15,991,905 Liabilities Accrued administrative fees 1,416 - Total liabilities 1,416 - Plan equity $ 18,045,654 $ 15,991,905 See accompanying notes.
-5- Morrison Restaurants Inc. Deferred Compensation Plan Statements of Income and Changes in Plan Equity
Year ended December 31 1994 1993 1992 Net investment income: Dividends on Morrison Restaurants Inc. common stock $ 112,963 $ 75,661 $ 37,003 Other dividends 444,089 141,580 12,109 Interest 259,268 389,243 429,713 816,320 606,484 478,825 Administrative expenses (76,308) (59,605) (85,315) 740,012 546,879 393,510 Net (depreciation) appreciation in fair value of investments (953,914) 2,225,280 1,066,701 Contributions: Participants 2,658,923 2,626,214 2,198,373 Employer 500,392 538,211 443,836 3,159,315 3,164,425 2,642,209 Withdrawals by participants (891,664) (450,692) (559,392) Income and changes in plan equity 2,053,749 5,485,892 3,543,028 Plan equity at beginning of year 15,991,905 10,506,013 6,962,985 Plan equity at end of year $ 18,045,654 $ 15,991,905 $ 10,506,013 See accompanying notes.
-6- Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements December 31, 1994 and 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. Guaranteed investment contracts are stated at the contract value as determined by the insurance companies 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. The average cost of shares sold is used to compute gain or loss. Certain previously reported amounts have been reclassified to conform to the current year's presentation. Such reclassifications have no effect on previously reported plan equity. 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. 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. 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 of Alabama, trustee for the Plan. -7- Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) 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. 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. 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. -8- Morrison Restaurants Inc. Deferred Compensation Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) Fixed Income Fund The investment policy of the fixed income fund is to achieve income through investment in income-producing assets with relatively high security of principal. These assets can include guaranteed investment contracts issued by insurance companies, 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. Morrison Stock Fund The investment policy of the stock fund is to allow participants to participate in the ownership of the Company. 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) ($9,240 for 1994). 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. -9- 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 of Alabama. The Plan's investments (including investments bought, sold and held during the year) (depreciated) appreciated in value by $(953,914), $2,225,280 and $1,066,701 during the years ended December 31, 1994, 1993 and 1992, respectively, as follows:
Year ended December 31 1994 1993 1992 Morrison Restaurants Inc. common stock $ (567,656) $ 1,870,730 $ 1,045,358 Templeton Growth Fund (386,258) 361,707 - U.S. Treasury Note - (402) 3,709 Other securities: Other common stocks - (6,755) 17,634 Totals $ (953,914) $ 2,225,280 $ 1,066,701
The fair values of individual investments that represent 5% or more of plan equity at December 31, 1994 and 1993 are as follows:
1994 1993 Morrison Restaurants Inc. common stock $9,322,740 $ 7,950,705 Principal Financial Group, guaranteed investment contract 1,336,358 1,235,652 State Mutual Life Assurance, guaranteed investment contract 1,251,259 - Commonwealth Life, guaranteed investment contract 1,252,886 - Templeton Growth Fund 3,984,967 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. -10- 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, 1994 and 1993 totaled 380,520 and 302,884 shares, respectively, with a market value of $9,322,740 or $24.50 per share, and $7,950,705 or $26.25, 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. -11- 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, 1994 was as follows:
Post-1989 Money Fixed Morrison Stock Market Equity Income Stock Match Fund Fund Fund Fund Fund Total Assets Cash $ 113,706 $ 53,624 $ 310,223 $ 112,350 $ 22,710 $ 612,613 Investments, at fair value: Morrison Restaurants Inc. common stock - - - 6,141,506 3,181,234 9,322,740 Other securities: Templeton Growth Fund - 3,984,967 - - - 3,984,967 Guaranteed investment contracts - - 3,840,503 - - 3,840,503 113,706 4,038,591 4,150,726 6,253,856 3,203,944 17,760,823 Contributions receivable: Participants 6,269 51,786 22,160 157,104 - 237,319 Employer - - - - 28,272 28,272 6,269 51,786 22,160 157,104 28,272 265,591 Dividends and interest receivable 469 18,322 1,512 217 136 20,656 Total assets 120,444 4,108,699 4,174,398 6,411,177 3,232,352 18,047,070 Liabilities Accrued administrative fees (1) (26) (1,275) (92) (22) (1,416) Total liabilities (1) (26) (1,275) (92) (22) (1,416) Plan equity $ 120,443 $ 4,108,673 $4,173,123 $6,411,085 $3,232,330 $18,045,654
-12- 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, 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 -13-
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, 1994, 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, 1993 $ 115,833 $ 2,508,184 $ 5,141,430 $ 5,211,253 $ 3,015,205 $ 15,991,905 Dividends on Morrison Restaurants Inc. common stock - - - 72,347 40,616 112,963 Other dividends - 444,089 - - - 444,089 Interest 5,316 2,536 244,354 5,797 1,265 259,268 Administrative expenses (4,989) (13,803) (31,192) (17,555) (8,769) (76,308) Net (depreciation) appreciation in fair value of investments - (386,258) - (361,646) (206,010) (953,914) Contributions: Participants 44,720 653,427 551,496 1,409,280 - 2,658,923 Employer - - 4,600 - 495,792 500,392 44,720 653,427 556,096 1,409,280 495,792 3,159,315 Withdrawals by participants (1,137) (90,408) (401,883) (302,425) (95,811) (891,664) Interfund transfers (39,300) 990,906 (1,335,682) 394,034 (9,958) - Plan equity at December 31, 1994 $ 120,443 $ 4,108,673 $ 4,173,123 $ 6,411,085 $ 3,232,330 $ 18,045,654 -14-
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 - 141,580 - - - 141,580 Interest 2,668 4,274 378,414 2,840 1,047 389,243 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 -15-
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 -16-
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 26, 1995 /s/ Wallace R. Bunn Wallace R. Bunn Director; Chairman, Compensation Committee -17- EXHIBIT INDEX Exhibit Page Number Description Number 23 Consent of Independent Auditors 19 -18- EX-23 2 CONSENT OF ERNST & YOUNG LLP 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 related Prospectus of our Report dated April 7, 1995, 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, 1994. /s/ Ernst & Young LLP Ernst & Young LLP Birmingham, Alabama April 26, 1995 -19- -----END PRIVACY-ENHANCED MESSAGE-----