-----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, Af4w3183gFK3NnyQfvd5BWLXKS6J1UcmnWMWqGYzaaOTa79quD2aupQS5vXxAjkJ ls/iCKepZwRWp98tENUAyQ== 0000068270-98-000016.txt : 19980701 0000068270-98-000016.hdr.sgml : 19980701 ACCESSION NUMBER: 0000068270-98-000016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUBY TUESDAY INC CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 630475239 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12454 FILM NUMBER: 98657398 BUSINESS ADDRESS: STREET 1: 4721 MORRISON DR STREET 2: P O BOX 160266 CITY: MOBILE STATE: AL ZIP: 36625 BUSINESS PHONE: 2053443000 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 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 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 For the fiscal year end December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: RUBY TUESDAY, INC. SALARY DEFERRAL PLAN B. Name of issuer of the securities held pursuant to the Plan and address of its principal executive office: RUBY TUESDAY, INC. P.O. Box 160266 Mobile, Alabama 36625 Exhibit index appears at page 2. This report contains a total of 22 pages. EXHIBIT INDEX Exhibit Page Number Description Number 13 Annual Report to Security-Holders 5 23 Consent of Independent Auditors 22 SIGNATURES Ruby Tuesday, Inc. Salary Deferral Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Compensation Committee of the Ruby Tuesday, Inc. Salary Deferral Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Ruby Tuesday, Inc. Salary Deferral Plan (Name of Plan) Date JUNE 29, 1998 /s/ Dolph Von Arx Dolph Von Arx Director; Chairman, Compensation Committee EX-13 2 Ruby Tuesday, Inc. Salary Deferral Plan Financial Statements and Supplemental Schedules Years ended December 31, 1997 and 1996 Contents Report of Independent Auditors.................................5 Audited Financial Statements Statements of Net Assets Available for Benefits................6 Statements of Changes in Net Assets Available for Benefits.....7 Notes to Financial Statements..................................8 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes....20 Line 27d - Schedule of Reportable (5%) Transactions...........21 Report of Independent Auditors Employee Benefits Committee of Ruby Tuesday, Inc. We have audited the accompanying statements of net assets available for benefits of the Ruby Tuesday, Inc. Salary Deferral Plan as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. 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 years then ended 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 (5%) 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. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1997 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1997 basic financial statements taken as a whole. /s/ Ernst & Young LLP Ernst & Young LLP Birmingham, Alabama June 22, 1998 Ruby Tuesday, Inc. Salary Deferral Plan Statements of Net Assets Available for Benefits December 31 1997 1996 Assets Investments, at fair value: Company stock funds $2,849,988 $2,434,361 Mutual funds 7,015,137 5,200,504 Money market fund and cash 489,994 236,537 Loans to participants 134,648 - 10,489,767 7,871,402 Guaranteed investment contracts with insurance companies, at contract value 747,449 1,638,289 Total investments 11,237,216 9,509,691 Contributions receivable: Participants 132,306 115,970 Employer 23,417 17,379 155,723 133,349 Dividends and interest receivable - 1,564 Total receivables 155,723 134,913 11,392,939 9,644,604 Liabilities Accrued Expenses - (30,559) Net assets available for benefits $11,392,939 $9,614,045 See accompanying notes. Ruby Tuesday, Inc. Salary Deferral Plan Statements of Changes in Net Assets Available for Benefits Year ended December 31 1997 1996 Net investment income: Dividends on Morrison Health Care Inc. common stock $ 10,510 $ 21,430 Dividends on Morrison Restaurants, Inc. common stock 2,814 6,120 Other dividends and interest 280,383 608,636 293,707 636,186 Administrative expenses (141,147) (119,810) 152,560 516,376 Net realized and unrealized appreciation in fair value of investments 1,546,283 502,123 Contributions: Participants 1,508,175 1,616,158 Employer 241,441 277,435 1,749,616 1,893,593 Distributions to participants (1,669,565) (27,203,411) Net additions (deductions) 1,778,894 (24,291,319) Net assets available for benefits at beginning of year 9,614,045 33,905,364 Net assets available for benefits at end of year $ 11,392,939 $ 9,614,045 See accompanying notes. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 1997 and 1996 1. Significant Accounting Policies The financial statements of the Ruby Tuesday, Inc. Salary Deferral 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. Ruby Tuesday, Inc. common stock, Morrison Health Care, Inc. common stock and Morrison Restaurants, Inc. 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. 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. 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. Certain prior year amounts have been reclassified to conform to the current year presentation. 2. Description of the Plan The Plan was established to provide additional incentive and retirement security for eligible employees of Ruby Tuesday, Inc. and its subsidiaries ("the Company"). Effective March 9, 1996, in conjunction with the distribution by Morrison Restaurants Inc. ("MRI") of all the outstanding shares of common stock of its wholly-owned subsidiaries Morrison Fresh Cooking, Inc. ("MFCI" (later renamed Morrison Restaurants, Inc.)) and Morrison Health Care, Inc. ("MHCI"), MRI reincorporated in Georgia, changed its name to Ruby Tuesday (Georgia), Inc. ("RTI") and the Salary Deferral Plan was renamed the "Ruby Tuesday, Inc. Salary Deferral Plan." Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) In conjunction with the Distribution, the Company amended the Plan to clarify that the Distribution did not constitute a termination of employment for benefit distribution or other related purposes under the Plan so long as a participant remained continuously employed by RTI, MFCI or MHCI from and after the Distribution Date. Prior to the Distribution Date, MFCI and MHCI adopted the Plan but, effective as of the Distribution Date, MFCI and MHCI withdrew from the Plan and the Plan was renamed the "Ruby Tuesday, Inc. Salary Deferral Plan" thereafter to be maintained for the benefit of RTI employees. In accordance with the terms of the Distribution, MFCI and MHCI each established as of the Distribution Date a defined contribution savings plan designed to qualify under Sections 401(a), 401(k) and 4975(e)(7) of the Internal Revenue Code, and to preserve "protective benefits," within the meaning of Section 411(d)(6) of the Internal Revenue Code, accrued by participants under the Plan as of the Distribution Date. Those participants of the Plan who became employees of either MFCI or MHCI as of the Distribution Date were given the opportunity to participate in the Replacement Salary Deferral Plans, with full credit for their service with the Company prior to the Distribution Date for purposes of determining the level of each participant's matching contributions. As of the Distribution Date, MFCI and MHCI requested that RTI, as successor to the Company, cause a spin-off and transfer from the Salary Deferral Plan trust to each appropriate Replacement Salary Deferral Plan trust an amount in kind equal to the aggregate account balances, as of the date of the transfer, of those Plan participants who, as of the Distribution Date, became employees of the requesting party. 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. Effective July 1, 1997, the Plan's assets, were moved to Prudential Investments, trustee for the Plan. Concurrent with the change in trustee, changes in investments alternatives were instituted. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) The investment alternatives currently offered are: Prudential MoneyMart Assets, Inc. (Money Market Fund) The investment objective of this mutual fund is to maximize current income consistent with stability of capital and the maintenance of liquidity. The Fund invests in U.S. Government and agency obligations, bank certificates of deposit, and commercial paper to provide maximum daily income and liquidity. Prudential Mutual Fund Management, Inc. ("PMF") is the manager of the Fund. Aim High Yield Fund and Putnam Diversified Income Trust Fund (Income Funds) The investment objective of the Aim High Yield Fund is the attainment of a high level of current income. At least 80% of the value of the Fund's total assets is invested in debt securities, including convertible debt securities and/or cash equivalents. AIM Advisors, Inc. ("AIM") serves as the Fund's investment advisor. The investment objective of the Putnam Diversified Income Trust Fund is the attainment of high current income consistent with the preservation of capital. The Fund invests in three sectors of the fixed-income securities markets: a U.S. Government Sector, a High Yield Sector, and an International Sector. The U.S. Government Sector consists primarily of debt obligations of the U.S. Government. The High Yield Sector consists of high yielding, lower rated, higher risk U.S. and foreign fixed-income securities. The International Sector consists of obligations of foreign governments and other fixed-income securities denominated in foreign currencies. Putnam Investment Management Inc. is the Fund's investment manager. Aim Balanced Fund (Balanced Fund) The investment objective of the Aim Balanced Fund is the achievement of a high total return consistent with the preservation of capital. The Fund invests in a diversification of debt and equity securities including common stocks, preferred stocks, convertible securities and bonds. AIM serves as the Fund's manager. Prudential Stock Index Z Fund (Growth & Income Fund) The investment objective of the Prudential Stock Index Z Fund is to provide investment results that correspond to the price and yield performance of the Standard & Poors 500 Composite Stock Price Index Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) (S&P 500). The Fund invests primarily in securities included in the S&P 500 Index in approximately the same proportion as they are represented in the Index. Prudential Diversified Investment Strategies manages the Fund. Prudential Equity Fund, Inc. and Franklin Small Cap Growth Fund (Growth Funds) The investment objective of both the Prudential Equity Fund, Inc. and the Franklin Small Cap Growth Fund is the achievement of long-term capital growth. The Prudential Equity Fund uses a value investment approach to invest in common stocks of major established companies. The Fund primarily invests in U.S. companies, however up to 30% of the Fund's assets may be invested in non-U.S. stocks. PMF is the manager of the Fund. The Franklin Small Cap Growth Fund invests at least 65% of its total assets in equity securities of small capitalization companies with market capitalization of less than $1 billion. Up to 35% of the Fund's assets may be invested in equity securities of larger capitalization companies and/or corporate debt. Franklin Advisers, Inc. manages the Fund. Templeton Growth Fund (International Fund) The investment objective of the Templeton Growth Fund is the attainment of long-term capital appreciation. The Fund seeks international diversification by investing in stocks of companies of any nation. Although the Fund invests primarily in common stocks, it may also invest in preferred stocks and certain debt instruments. Templeton Global Advisors, Inc. is the Fund's manager. Guaranteed Investment Contracts See Note 6. Company Stock Fund The investment policy of the Ruby Tuesday, Inc. stock fund is to allow participants to participate in the profits of the Company. These assets include qualifying employer securities. In conjunction with the spin-off in March 1996, two additional funds were set up within the Company Stock Fund to hold shares of MHCI common stock and MFCI common stock. As a result of the Distribution, the Reincorporation and the Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) Reverse Stock Split each holder of MRI common stock became the holder of (i) one share of RTI common stock for every two shares of MRI common stock held of record on the Distribution Record Date (ii) one share of MHCI common stock for every three shares of MRI stock held of record on the Distribution Record Date, and (iii) one share of MFCI common stock for every four shares of MRI common stock held of record on the Distribution Record Date. Participants of the Plan are not allowed to purchase additional shares of MHCI common stock and MFCI common stock. The Plan sold all MFCI and MHCI stock during 1997. 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. Matching contributions are invested entirely in RTI common stock. Participants or their beneficiaries have a 100% vested interest in the value of their respective contributions and employer matching accounts. The form of distribution is a single lump sum payment in cash. The Plan was amended in 1997 to provide for loans to participants. The minimum loan amount is $500 and the maximum amount is limited to the lesser of 50% of the participant's vested account balance or $50,000. The interest rate charged is fixed at the time of the loan at the prime rate plus 1%. The Plan may be terminated at any time by the Company's Board of Directors. Upon termination, all assets are to be distributed to plan participants or their beneficiaries. Each participant would receive a proportionate share of the remaining assets, as determined by the individual account balances, on the date of termination. To participate in the Plan, the employee must have completed one year of service in which they worked at least 1,000 hours, attained the age of 21, and authorized, 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 10% of their compensation and specify the various investment alternatives to which the Plan's assets will be directed. Participants contributing a pre-tax contribution of at least 2% may elect to make after-tax contributions not in excess of 10% of annual earnings. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 3. Investments The Plan's investments are held by a trust fund administered by Prudential Investments except for its guaranteed investment contracts with insurance companies (see Note 6) and its investments in mutual funds which are held by the funds themselves. The Plan's investments (including investments bought, sold and held during the year) appreciated in value by $1,546,283 and $502,123 during the years ended December 31, 1997 and 1996, respectively, as follows: Year Ended December 31 1997 1996 Company stock funds $ 755,540 $ 220,864 Mutual funds 817,185 128,311 Guaranteed investment contracts (26,442) 152,948 Totals $ 1,546,283 $ 502,123 The fair values of individual investments that represent 5% or more of the Plan's net assets at December 31, 1997 and 1996 are as follows: 1997 1996 Investments at fair value as determined by quoted market prices: Company stock funds: Ruby Tuesday, Inc. common stock $ 2,849,988 $ 1,933,285 Mutual Funds: Putnam Diversified Income Trust Fund 2,768,562 - Prudential Equity Fund 3,807,195 - Delaware Group Value Fund - 1,500,626 Templeton Growth Fund - 1,431,147 Phoenix Multi-sector Fund - 2,268,731 The Plan's exposure to accounting loss with respect to these financial instruments is limited to the carrying values stated in the Statements of Net Assets Available for Benefits. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 4. Income Tax Status The Internal Revenue Service has ruled that the Plan qualifies under Sections 401(a) and (k) of the Internal Revenue Code (IRC) and, therefore, the Trust is not subject to tax under present income tax law. The Plan is required to operate in conformity with the IRC 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 qualified status. 5. Transactions with Parties-In-Interest The Company Stock Fund invests primarily in Company stock except as described above. At December 31, 1997 and 1996, this fund held 110,679 and 103,109 shares of this stock, respectively, with market values of $2,849,988 or $25.75 per share and $1,933,285 or $18.75 per share, respectively. 6. Guaranteed Investment Contracts with Insurance Companies The Plan has guaranteed investment contracts with three insurance companies: New York Life, Protective Life, and Transamerica Occidental Life. Deposits made under these contracts earn interest at guaranteed rates between 7.08% and 7.57%. 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 contract maturity date. The contract values of the individual investments which comprise the total of the guaranteed investment contracts at December 31, 1997 and 1996 are shown on the following page. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 6. Guaranteed Investment Contracts with Insurance Companies (continued) 1997 1996 New York Life Insurance Company, guaranteed investment contract $ 404,526 $ 373,854 Transamerica Occidental Life, guaranteed investment contract 201,373 175,607 Protective Life Insurance Company, guaranteed investment contract 141,550 184,312 Principal Mutual Life Insurance Company, guaranteed investment contract - 221,122 Hartford Life Insurance Company, guaranteed investment contract - 187,134 State Mutual Life Insurance Company, guaranteed investment contract - 184,744 Ohio National Life, guaranteed investment contract - 182,822 Life Insurance of Virginia, guaranteed investment contract - 128,694 Totals $ 747,449 $ 1,638,289 The average yield on the contracts for the years ended December 31, 1997 and December 31, 1996 was 6.84% and 6.56%, respectively. The fair value of the contracts determined using the sum of the present values of each of the contracts' projected cash flows, discounted at the December 31, 1997 rates based on current yields of similar investments with comparable durations approximates the contract value of the contracts at December 31, 1997. Ruby Tuesday, 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, 1997 and 1996 was as follows:
Money Guaranteed Growth & Inter- Company Market Investment Income Balanced Income Growth national Stock Fund Contracts Funds Fund Fund Fund Fund Fund Total December 31, 1997 Assets Investments, at fair value: Ruby Tuesday, Inc. common stock $ - $ - $ - $ - $ - $ - $ - $2,849,988 $2,849,988 Mutual funds: AIM High Yield Fund - - 10,361 - - - - - 10,361 Putnam Diversified Income Trust Fund - - 2,768,562 - - - - - 2,768,562 AIM Balanced Fund - - - 10,971 - - - - 10,971 Prudential Stock Index Fund - - - - 66,630 - - - 66,630 Franklin Small Cap Growth Fund - - - - - 63,676 - - 63,676 Prudential Equity Fund - - - - - 3,807,195 - - 3,807,195 Templeton Growth Fund - - - - - - 287,742 - 287,742 Prudential MoneyMart Assets 489,994 - - - - - - - 489,994 Guaranteed investment contracts, at contract value - 747,449 - - - - - - 747,449 Loans to participants 11,198 665 11,500 250 - 61,863 2,274 46,898 134,648 Total investments 501,192 748,114 2,790,423 11,221 66,630 3,932,734 290,016 2,896,886 11,237,216 Contributions receivable: Participants 11,280 - 17,806 1,272 4,333 13,104 44,701 39,810 132,306 Employer - - - - - - - 23,417 23,417 Net assets available for benefits $512,472 $748,114 $2,808,229 $12,493 $70,963 $3,945,838 $334,717 $2,960,113 $11,392,939
Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Money Fixed Company Market Equity Income Stock Fund Fund Fund Fund Total December 31, 1996 Assets Investments, at fair value: Ruby Tuesday, Inc. common stock $ - $ - $ - $ 1,933,285 $ 1,933,285 Morrison Health Care, Inc. common stock - - - 418,553 418,553 Morrison Restaurants, Inc. common stock - - - 82,523 82,523 Other equity securities: Templeton Growth Fund - 1,431,147 - - 1,431,147 Delaware Group Fund - 1,500,626 - - 1,500,626 Phoenix Multi-sector bond fund - - 2,268,731 - 2,268,731 Cash 207,267 (38,109) 29,255 38,124 236,537 Guaranteed investment contracts, at contract value - - 1,638,289 - 1,638,289 Total investments 207,267 2,893,664 3,936,275 2,472,485 9,509,691 Contributions receivable: Participants 6,925 49,067 15,864 44,114 115,970 Employer - - - 17,379 17,379 6,925 49,067 15,864 61,493 133,349 Dividends and interest receivable 805 - 759 - 1,564 Liabilities to the Plan (626) (7,031) (13,136) (9,766) (30,559) Net assets available for benefits $ 214,371 $ 2,935,700 $3,939,762 $ 2,524,212 $ 9,614,045
Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 7. Investment Programs (continued) Changes in net assets available for benefits for each of the two years in the period ended December 31, 1997 were allocated to separate investment programs as follows:
Money Fixed Company Market Equity Income Stock Fund Fund Fund Fund Total Net assets available for benefits at December 31, 1995 $1,126,438 $4,508,831 $20,505,481 $7,764,614 $33,905,364 Dividends on common stock: Morrison Health Care, Inc. - - - 21,430 21,430 Morrison Restaurants, Inc. - - - 6,120 6,120 Other dividends and interest 17,191 291,393 300,052 - 608,636 Administrative expenses (2,980) (28,469) (44,411) (43,950) (119,810) Net appreciation in fair value of investments - 128,311 152,948 220,864 502,123 Contributions: Participants 103,478 493,518 345,297 673,865 1,616,158 Employer - - - 277,435 277,435 Distributions to participants (966,926) (3,252,203) (17,519,018) (5,465,264) (27,203,411) Interfund transfers (62,830) 794,319 199,413 (930,902) - Net assets available for benefits at December 31, 1996 214,371 2,935,700 3,939,762 2,524,212 9,614,045 Dividends on common stock: Morrison Health Care, Inc. - - - 10,510 10,510 Morrison Restaurants, Inc. - - - 2,814 2,814 Other dividends and interest 5,248 19,316 80,994 1,753 107,311 Administrative expenses (1,955) (18,634) (30,642) (47,137) (98,368) Net appreciation in fair value of investments - 420,615 87,701 481,980 990,296 Contributions: Participants 45,184 254,357 82,080 246,721 628,342 Employer - - - 94,664 94,664 Distributions to participants (25,885) (216,862) (278,418) (730,323) (1,251,488) Interfund transfers 284,160 322,573 (453,542) (153,191) - Transfer to successor trustee (521,123) (3,717,065) (3,427,935) (2,432,003) (10,098,126) Net assets after transfer to successor trustee $ -0- $ -0- $ -0- $ -0- $ -0-
Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Money Guaranteed Growth & Inter- Company Market Investment Income Balanced Income Growth national Stock Fund Contracts Funds Fund Fund Funds Fund Fund Total Transfer from predecessor trustee $521,123 $742,595 $2,685,340 $ - $ - $3,717,065 $ - $2,432,003 $10,098,126 Dividends and interest 13,792 26,142 94,596 26 208 33,144 5,164 - 173,072 Administrative expenses (13,450) (51) (12,380) (20) (201) (15,965) 180 (892) (42,779) Net appreciation (depreciation) in fair value of investments - - 36,866 176 263 255,750 (10,628) 273,560 555,987 Contributions: Participants 74,062 - 126,302 4,790 14,857 55,679 327,791 276,352 879,833 Employer - - - - - - - 146,777 146,777 Distributions to participants (45,077) (20,572) (87,575) - (690) (109,371) (3,073) (151,719) (418,077) Interfund transfers (37,978) - (34,920) 7,521 56,526 9,535 15,283 (15,967) - Net assets available for benefits at December 31, 1997 $512,472 $748,114 $2,808,229 $12,493 $70,963 $3,945,837 $334,717 $2,960,114 $11,392,939 There were 913 active participants in the Plan at December 31, 1997.
Ruby Tuesday, Inc. Salary Deferral Plan Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1997 Identity of Issuer, Borrower, Lessor or Description of Current Similar Party Investment Cost Value Investments Company Stock Funds: Ruby Tuesday, Inc. 110,679 shares $2,604,855 $2,849,988 of common stock Mutual Funds: Aim High Yield 1,020 shares 10,385 10,361 of mutual fund Putnam Diversified Income 220,076 shares 2,733,214 2,768,562 of mutual fund Aim Balanced 426 shares 10,902 10,971 of mutual fund Prudential Stock Index Z 3,049 shares 66,723 66,630 of mutual fund Prudential Equity 191,798 shares 3,748,492 3,807,195 of mutual fund Franklin Small Capital 2,777 shares 67,490 63,676 Growth of mutual fund Templeton Growth 14,832 shares 323,164 287,742 of mutual fund Total Mutual Funds 6,960,370 7,015,137 Money Market Fund: Prudential MoneyMart 489,994 shares 489,994 489,994 Assets of mutual fund Guaranteed Investment Contracts with Insurance Companies, at Contract Value: New York Life Insurance Guaranteed investment 404,526 404,526 Company contract Protective Life Insurance Guaranteed investment 141,550 141,550 Company contract Transamerica Occidental Guaranteed investment 201,373 201,373 Life contract Total Guaranteed Investment Contracts 747,449 747,449 Participant Loans Prime + 1% 0 134,648 Total Assets Held for Investment Purposes $10,802,668 $11,237,216 Ruby Tuesday, Inc. Salary Deferral Plan Line 27d - Schedule of Reportable (5%) Transactions Year Ended December 31, 1997
Current Value of Asset on Purchase Selling Cost of Transaction Net Gain Identity of Party Involved Description of Assets Price Price Asset Date or (Loss) Individual Transactions in Excess of 5% of Plan Assets: Phoenix Multi-Sector Mutual fund $ 577,000 $ - $ 577,000 $ 577,000 $ - Prudential Investments MoneyMart Assets mutual fund 521,123 - 521,123 521,123 - Prudential Investments Prudential Equity mutual fund 3,708,615 - 3,708,615 3,708,615 - Prudential Investments Putnam Diversified Income Trust mutual fund 2,674,374 - 2,674,374 2,674,374 - ASO Outlook Group Prime Obligation Money market fund - 525,000 525,000 525,000 - Templeton Fund Mutual fund - 1,812,968 1,425,290 1,812,968 387,678 Delaware Group Value Mutual fund - 1,938,696 1,566,166 1,938,696 372,530 Phoenix Multi-Sector Mutual fund - 2,674,500 2,602,565 2,674,500 71,935 Series of Transactions in Excess of 5% of Plan Assets: ASO Outlook Group Prime Obligation Money market fund $ 6,708,059 $ - $ 6,708,059 $ 6,708,059 $ - Templeton Fund Mutual fund 366,228 - 366,228 366,228 - Delaware Group Value Mutual fund 366,371 - 366,371 366,371 - Phoenix Multi-Sector Mutual fund 1,109,042 - 1,109,042 1,109,042 - Prudential Investments MoneyMart Assets mutual fund 583,854 - 583,854 583,854 - Prudential Investments Prudential Equity mutual fund 3,960,189 - 3,960,189 3,960,189 - Prudential Investments Putnam Diversified Income Trust mutual fund 2,864,170 - 2,864,170 2,864,170 - Ruby Tuesday Company stock fund 1,078,619 - 1,078,619 1,078,619 - ASO Outlook Group Prime Obligation Money market fund - 7,081,258 7,081,258 7,081,258 - Templeton Fund Mutual fund - 2,014,560 1,593,762 2,014,560 420,798 Delaware Group Value Mutual fund - 2,142,107 1,745,979 2,142,107 396,128 Phoenix Multi-Sector Mutual fund - 3,421,500 3,335,728 3,421,500 85,772 Prudential Investments MoneyMart Assets mutual fund - 93,860 93,860 93,860 - Prudential Investments Prudential Equity mutual fund - 221,886 211,697 221,886 10,189 Prudential Investments Putnam Diversified Income Trust mutual fund - 132,533 130,956 132,533 1,577 Ruby Tuesday Company stock fund - 676,321 635,950 676,321 40,371
EX-23 3 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-20585 and Form S-8 No. 333-03153) pertaining to the Salary Deferral Plan of Ruby Tuesday, Inc. and in the related Prospectus of our report dated June 22, 1998, with respect to the financial statements and supplemental schedules of the Ruby Tuesday, Inc. Salary Deferral Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. /s/ Ernst & Young LLP Ernst & Young LLP Birmingham, Alabama June 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----