-----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, ADtQzzR9GROpsnB89ppkeIT9chhMVPFOmRs81N9/rDp9Oy9c3BhXnHMuKhz6XGf7 OsXUPxU7Oue49A2ZPnZuHQ== 0000068270-02-000008.txt : 20020701 0000068270-02-000008.hdr.sgml : 20020701 20020701161536 ACCESSION NUMBER: 0000068270-02-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 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: 0604 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12454 FILM NUMBER: 02693763 BUSINESS ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 BUSINESS PHONE: 2053443000 MAIL ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 11-K 1 ye01_11k.txt FORM 11-K RT SALARY DEFERRAL PLAN - 01 - ------------------------------------------------------------------------------- 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, 2001 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. 150 West Church Avenue Maryville, Tennessee 37801 Exhibit index appears at page 2. This report contains a total of 16 pages. EXHIBIT INDEX Exhibit Page Number Description Number 1 Annual Report to Security-Holders 4 23 Consent of KPMG LLP, Independent Auditors, 16 dated June 28, 2002 Ruby Tuesday, Inc. Salary Deferral Plan Financial Statements and Supplemental Schedules Years ended December 31, 2001 and 2000 Contents Independent Auditors' Report.........................................4 Audited Financial Statements Statements of Net Assets Available for Benefits - December 31, 2001 and 2000............................5 Statements of Changes in Net Assets Available for Benefits - Years Ended December 31, 2001 and 2000................6 Notes to Financial Statements........................................7 Supplemental Schedules Schedule of Assets Held for Investment Purposes at End of Year - December 31, 2001.........................13 Schedule of Reportable Transactions- Year Ended December 31, 2001........................................14 Independent Auditors' Report 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 (the Plan) as of December 31, 2001 and 2000, 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 auditing standards generally accepted in the United States of America. 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 Ruby Tuesday, Inc. Salary Deferral Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP Louisville, Kentucky June 17, 2002 Ruby Tuesday, Inc. Salary Deferral Plan Statements of Net Assets Available for Benefits December 31, 2001 2000 --------------------------------------------------------------- Assets Investments at fair value: Company Stock Funds $6,872,375 $6,327,107 Mutual Funds 6,293,832 7,074,151 Money Market Funds and Cash 1,166,866 820,291 Loans to Participants 458,112 301,755 ------------------------------------------------ Total Investments 14,791,185 14,523,304 Contributions Receivable: Participants 56,898 99,399 Employer 8,128 24,683 ------------------------------------------------ 65,026 124,082 ------------------------------------------------ Net Assets Available for Benefits $14,856,211 $14,647,386 ================================================
See accompanying notes to the financial statements. Ruby Tuesday, Inc. Salary Deferral Plan Statements of Changes in Net Assets Available for Benefits Years Ended December 31, 2001 2000 ------------------------------------------- Net Investment Income: Net appreciation in fair value of investments $1,239,763 $2,181,340 Dividends on Ruby Tuesday, Inc. common stock 8,799 19,849 Other dividends and interest 195,469 303,375 ------------------------------------------- 1,444,031 2,504,564 Administrative Expenses (78,727) (41,282) ------------------------------------------- 1,365,304 2,463,282 Contributions: Participants 1,501,502 1,274,798 Employer 220,389 209,101 ------------------------------------------- 1,721,891 1,483,899 Distributions to participants (2,878,370) (3,050,198) ------------------------------------------- Net increase (decrease) 208,825 896,983 Net assets available for benefits at beginning of year 14,647,386 13,750,403 ------------------------------------------- Net assets available for benefits at end of year $14,856,211 $14,647,386 ===========================================
See accompanying notes to the financial statements. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 2001 and 2000 1. Description of the Plan The following description of the Ruby Tuesday, Inc. Salary Deferral Plan (the Plan) is provided for informational purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General The Plan is a voluntary, defined contribution plan covering all full-time employees of Ruby Tuesday, Inc. (the Company) who have completed six months of service and are age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). 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. Cost of administering the Plan are paid by the Company to the extent not paid by the Plan. (b) Contributions Each year, participants may contribute between 2% and 10% of their annual compensation as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Participants direct the investment of their contributions into various options offered by the Plan. The Plan currently offers a Company Stock pool, eighteen mutual funds, and one money market fund as investment options for participants. The Company matches 20% of the employee's contribution for those employees who have completed at least 3 years of service but fewer than 10 years; 30% of the employee's contribution for those employees who have completed at least 10 years of service but fewer than 20 years; and 40% of the employee's contribution for those employees who have completed at least 20 years of service. The matching Company contribution is invested directly in Ruby Tuesday, Inc. common stock. For those employees whom are classified as a highly compensated employee, the Company matches 20% of the employee's contribution regardless of the employee's years of service. Contributions are subject to certain limitations. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 2001 and 2000 (c) Participant Accounts Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. (d) Vesting Participants are 100% vested in their contributions and respective matching Company contributions plus actual earnings thereon. (e) Payment of Benefits On termination of service due to death, disability, or retirement, the participant or the beneficiary of the participant shall receive a lump-sum payment in cash. (f) Participant Loans Participants may borrow from their fund accounts a minimum balance of $500 up to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. The loans are secured by the balance of the participant's account. The interest rate charged is fixed at the time of the loan at the prime rate plus 1%. 2. Significant Accounting Policies (a) Basis of Accounting The financial statements of the Plan are presented on the accrual method of accounting. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 2001 and 2000 (b) Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of net assets available for benefits and the reported changes in such net assets available for benefits during the reported period. Actual results may vary from those estimates. (c) Investment Valuation and Income Recognition Investments in mutual 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 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. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual method. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 2001 and 2000 3. Investments The Plan's investments are administered by Strong Retirement Plan Services. Effective June 1, 2001, the Board of Directors of the Company changed trustees from Prudential Retirement Services to UMB Bank, N.A. The fair values of individual investments that represent 5% or more of the Plan's net assets at December 31, 2001 and 2000 are as follows: 2001 2000 ------------------------------------------ Investments at fair value as determined by quoted market prices: Company stock funds Ruby Tuesday, Inc. common stock $ 6,872,375 * $ 6,327,107 * Mutual Funds: Strong Advisor Small Cap Value Fund 1,230,046 0 Strong Advisor Bond Fund 1,207,234 0 Strong Advisor Growth and Income Fund 1,178,955 0 Strong Money Market Fund 1,166,866 0 Oppenheimer Global Fund 1,082,705 0 Barclay Global Index Fund 785,106 0 Prudential Equity Fund A 0 1,690,534 Putnam Diversified Income Trust Fund A 0 1,299,950 Franklin Small Cap Growth Fund 0 1,366,669 Prudential Stock Index Fund 0 1,118,065 Templeton Growth Fund A 0 1,187,422 Prudential Moneymart Assets A 0 820,291 * Nonparticipant-Directed
The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated by $1,252,609 and $2,181,340 during the years ended December 31, 2001 and 2000, respectively, as follows: December 31 2001 2000 ------------------------------------------ Company stock funds $1,950,305 $2,638,480 Mutual funds (710,542) (457,140) ------------------------------------------ Totals $1,239,763 $2,181,340 ========================================== Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 2001 and 2000 Information about the components of the changes in net assets during the years ended December 31, 2001 and 2000 related to the nonparticipant - directed investments are as follows: Change in net assets: December 31, 2001 2000 ----------------------------------------------- Net appreciation $1,950,305 $2,638,480 Dividends 8,799 19,849 Other dividends and interest 4,873 12,634 Administrative expenses (44,698) (8,714) Contributions 574,074 477,348 Distributions to participants (1,586,040) (814,295) Net transfers to participant-directed Investments (362,045) 275,785 -------------------------------- $545,268 $2,601,087 ================================
4. Plan Termination 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. 5. Income Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated April 2, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the IRC). Although the plan has been amended since receiving the determination letter, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC. Ruby Tuesday, Inc. Salary Deferral Plan Notes to Financial Statements December 31, 2001 and 2000 6. Transactions with Parties In Interest The Company Stock Fund invests solely in Company stock. At December 31, 2001 and 2000, this fund held 334,259 and 414,892 shares of Company stock, respectively, with market values of $6,872,375 or $20.56 per share and $6,327,107 or $15.25 per share, respectively. Certain Plan investments are shares of mutual funds managed by Stong Retirement Plan Services, custodian of the Plan. Fees paid by the Plan for investment management services amounted to $78,727 and $41,282 for the years ended December 31, 2001 and 2000, respectively. These transactions qualify as party-in-interest transactions. Ruby Tuesday, Inc. Salary Deferral Plan Schedule of Assets Held for Investment Purposes at End of Year Form 5500 Schedule H Part IV 4i Employer Identification Number 63-0475239 Plan Number 001 December 31,2001 Identity of Issuer, Borrower, Lessor or Description of Current Similar Party Investment Cost Value Investments: Company Stock Fund: Ruby Tuesday, Inc. * 334,259 shares $2,844,555 $6,872,375 of common stock Mutual Funds: Strong Advisor Small Cap Fund * 60,833 shares 1,287,951 1,230,046 of mutual fund Strong Advisor Bond Fund * 112,931 shares 1,223,177 1,207,234 of mutual fund Strong Growth and Income Fund * 58,134 shares 1,306,828 1,178,955 of mutual fund Oppenheimer Global Fund 23,169 shares 1,137,258 1,082,705 of mutual fund Barclay Global Index Fund 77,888 shares 848,346 785,106 of mutual fund Strong Moderate Portfolio Fund * 22,290 shares 234,164 214,882 of mutual fund Alliance Growth and Income Fund 33,760 shares 126,720 121,198 of mutual fund Strong Opportunity Fund * 3,061 shares 119,997 120,280 of mutual fund Strong Short Term High 10,137 shares 96,467 90,831 Yield Bond Fund * of mutual fund Oppenheimer Quest Balanced 3,519 shares 59,178 56,337 Value Fund of mutual fund Strong Growth 20 Fund * 3,548 shares 54,929 52,293 of mutual fund Strong Conservative Portfolio Fund * 4,314 shares 42,264 41,802 of mutual fund Janus Advisor International Fund 1,284 shares 30,047 31,514 of mutual fund Strong Large Cap Growth Fund * 1,274 shares 29,689 30,003 of mutual fund Strong Aggressive Portfolio Fund * 2,263 shares 22,304 21,499 of mutual fund Strong Advisor Mid Cap Fund * 1,039 shares 13,451 14,519 of mutual fund Invesco Dynamics Fund 583 shares 9,122 9,294 of mutual fund Westport Small Cap Fund 274 shares 5,149 5,334 of mutual fund ---------------------------- Total Mutual Funds 6,647,041 6,293,832 Money Market Fund: Strong Money Market * 1,166,866 shares 1,166,866 1,166,866 of mutual fund Participant Loans Prime + 1% 0 458,112 ---------------------------- Total Assets Held for Investment Purposes $10,658,462 $14,791,185 ============================ * Represents a party-in-interest
Ruby Tuesday, Inc. Salary Deferral Plan Schedule of Reportable Transactions Form 5500 Schedule H Part IV 4j Employer Identification Number 63-0475239 Plan Number 001 Year Ended December 31,2001 Current Value of Asset on Purchase Selling Cost of Transaction Identity of Party Involved Description of Assets Price Price Asset Date Net Gain - ----------------------------------------------------------------------------------------------------------------------------------- Individual Transactions in Excess of 5% of Plan Assets - ------------------------------------------------------------------------------------------------------------------------------------ There were no transactions involving nonparticipant-directed investments in excess of 5% of Plan assets Series of Securities Transactions in Excess of 5% of Plan Assets - ------------------------------------------------------------------------------------------------------------------------------------ *Strong Retirement *Ruby Tuesday, Inc. Stock 484,777 484,777 484,777 Plan Services * Ruby Tuesday, Inc. Stock 1,402,117 669,598 1,402,117 732,519 Note: This schedule only includes nonparticipant-directed investments. * Represents a party-in-interest
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 Date June 28, 2002 /s/Dolph Von Arx ------------- Dolph Von Arx Director; Chairman, Compensation Committee Date June 28, 2002 /s/Marguerite Naman Duffy ------------- Marguerite Naman Duffy Plan Administrator Consent of KPMG LLP, Independent Auditors The Board of Directors Ruby Tuesday, Inc.: We consent to incorporation by reference in the Registration Statements (Form S-8 No. 33-20585 and Form S-8 No. 333-03153) of Ruby Tuesday, Inc. pertaining to the Ruby Tuesday, Inc. Salary Deferral Plan of our report dated June 17, 2002, relating to the statements of net assets available for benefits of the Ruby Tuesday, Inc. Salary Deferral Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended, and all related schedules, which report appears in the December 31, 2001 annual report on Form 11-K of the Ruby Tuesday, Inc. Salary Deferral Plan. /s/KPMG LLP Louisville, Kentucky June 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----