-----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, V4byKcO/tCerDAq6gmiPU3KYH4K/Wd+S9clZoBXbWmGHML2vhhQb7MdYPQ2VP865 ORNqXVHkcTSmXKyZ6F9BLA== 0000068270-96-000039.txt : 19960701 0000068270-96-000039.hdr.sgml : 19960701 ACCESSION NUMBER: 0000068270-96-000039 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 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: 0605 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12454 FILM NUMBER: 96588683 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 1995 SALARY DEFERRAL 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, 1995 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: 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 NOTE: Previously, the Form 11K for this plan was filed under the issuer name of Morrison Restaurants Inc. ("MRI"). Effective March 9, 1996, in conjunction with the distribution by MRI of all of the outstanding shares of common stock of its wholly-owned subsidiaries, Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc., MRI was reincorporated in Georgia, changed its name to Ruby Tuesday, Inc.and the Salary Deferral Plan was renamed the "Ruby Tuesday, Inc. Salary Deferral Plan." Exhibit index appears at page 2. This report contains a total of 20 pages. EXHIBIT INDEX Exhibit Page Number Description Number 13 Annual Report to Security-Holders 5 23 Consent of Independent Auditors 20 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 26, 1996 /s/ Dolph Von Arx Dolph Von Arx Director; Chairman, Compensation Committee EX-13 2 Morrison Restaurants Inc. Salary Deferral Plan Financial Statements and Supplemental Schedules Years ended December 31, 1995 and 1994 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 Item 27a-Schedule of Assets Held for Investment Purposes.......18 Item 27d-Schedule of Reportable (5%) Transactions..............19 Report of Independent Auditors Employee Benefits Committee of Morrison Restaurants Inc. We have audited the accompanying statements of net assets available for benefits of the Morrison Restaurants Inc. Salary Deferral Plan as of December 31, 1995 and 1994, 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, 1995 and 1994, 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 and Reportable (5%) Transactions as of or for the year ended December 31, 1995, 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 basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Ernst & Young LLP Ernst & Young LLP Birmingham, Alabama June 25, 1996 Morrison Restaurants Inc. Salary Deferral Plan Statements of Net Assets Available for Benefits
December 31 1995 1994 Assets Investments, at fair value: Morrison Restaurants Inc. common stock $ 7,232,750 $ 12,982,991 Other equity securities: Delaware Group Value Fund 2,257,380 1,874,802 Templeton Growth Fund 2,106,823 1,778,194 11,596,953 16,635,987 Guaranteed investment contracts with insurance companies, at contract value 16,138,043 20,760,985 Total investments 27,734,996 37,396,972 Contributions receivable: Participants 429,248 387,372 Employer 87,229 81,700 516,477 469,072 Dividends and interest receivable 52,514 26,135 Total receivables 568,991 495,207 Cash 5,865,422 3,150,417 34,169,409 41,042,596 Liabilities Accrued Expenses (264,045) - Net assets available for benefits $ 33,905,364 $41,042,596 See accompanying notes.
Morrison Restaurants Inc. Salary Deferral Plan Statements of Changes in Net Assets Available for Benefits
Year ended December 31 1995 1994 Net investment income: Dividends on Morrison Restaurants Inc. common stock $ 184,651 $ 165,739 Other dividends 233,300 225,994 Interest 1,589,902 1,728,016 2,007,853 2,119,749 Administrative expenses (216,156) (201,368) 1,791,697 1,918,381 Net depreciation in fair value of investments (4,923,241) (1,108,006) Contributions: Participants 3,661,737 3,772,436 Employer 725,484 778,489 4,387,221 4,550,925 Withdrawals by participants (8,392,909) (4,896,578) Net (deductions) additions (7,137,232) 464,722 Net assets available for benefits at beginning of year 41,042,596 40,577,874 Net assets available for benefits at end of year $ 33,905,364 $ 41,042,596 See accompanying notes.
Morrison Restaurants Inc. Salary Deferral Plan Notes to Financial Statements December 31, 1995 and 1994 1. Significant Accounting Policies The financial statements of the Morrison Restaurants 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. 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. 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. Certain previously reported amounts have been reclassified to conform to the current year's presentation. Such reclassifications have no effect on previously reported net assets available for benefits. 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. 2. Description of the Plan The Plan was established June 1, 1968 to provide additional incentive and retirement security for eligible employees of Morrison Restaurants Inc. and its subsidiaries (the Company). Effective September 30, 1992 the Plan was amended and renamed the Morrison Restaurants Inc. Salary Deferral Plan. 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. Smith Barney Shearson Inc. is the investment advisor for the Plan assets. AmSouth Bank of Alabama and Morley Capital Management, Inc. are the investment managers for Plan assets. 2. Description of Plan (continued) The Plan may be terminated at any time by the Company's Board of Directors. Upon termination, all Company contributions become nonforfeitable and 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, 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. These investment alternatives are: Short-Term Investment Fund (Money Market Fund) The investment policy of the short-term investment 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 member bank of the Federal Deposit Insurance Corporation. 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), shares of mutual funds which invest in common stock and units of participation in the Trustee's general equity fund or that of an investment manager. 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 Morrison Restaurants Inc. Salary Deferral Plan Notes to Financial Statements (continued) 2. Description of Plan (continued) 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 Morrison stock fund is to allow participants to participate in the profits of the Company. These assets include qualifying employer securities. 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. In January 1990, the Company established a Post-1989 Stock Match Fund. Matching contributions are made to the fund and are 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. 3. Investments The Plan's investments are held by a trust fund administered by AmSouth Bank of Alabama 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) depreciated in value by $(4,923,241) and $(1,108,006) during the years ended December 31, 1995 and 1994, respectively, as shown on the following page: Morrison Restaurants Inc. Salary Deferral Plan Notes to Financial Statements (continued) 3. Investments (continued)
Year Ended December 31 1995 1994 Morrison Restaurants Inc. common stock $ (5,474,054) $ (774,536) Other securities: Sun Bank Corporate Equity Fund - (85,736) Delaware Group Value Fund 401,149 (103,204) Templeton Growth Fund 106,597 (144,530) Morrison GIC Fund 43,067 - Totals $ (4,923,241) $ (1,108,006)
The fair values of individual investments that represent 5% or more of the Plan's net assets at December 31, 1995 and 1994 are as follows:
1995 1994 Morrison Restaurants Inc. common stock $ 7,232,750 $12,982,991 Delaware Group Value Fund 2,257,380 - Templeton Growth Fund 2,106,823 - Allstate Life Insurance Company, guaranteed investment contract #GA-4894 - 2,737,520 Allstate Life Insurance Company, guaranteed investment contract #GA-5050 3,660,496 6,855,932 New York Life Insurance Company, guaranteed investment contract 2,344,214 2,076,157 Principal Mutual Life Insurance Company, guaranteed investment contract 2,677,027 2,453,617 First Wisconsin National Bank, guaranteed investment contract - 2,102,096 AmSouth Master Money Market account 5,865,422 3,150,417
The Plan's exposure to accounting loss with respect to these financial instruments is limited to the carrying values stated in the Statement of Net Assets Available for Benefits. 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. Morrison Restaurants Inc. Salary Deferral Plan Notes to Financial Statements (continued) 5. Transactions with Parties-In-Interest The Morrison Stock Fund and the Post-1989 Stock Match Fund invest primarily in Morrison Restaurants Inc. common stock. At December 31, 1995 and 1994, these funds held 516,625 and 529,918 shares of this stock, respectively, with market values of $7,232,750 or $14.00 per share and $12,982,991 or $24.50 per share, respectively. 6. Guaranteed Investment Contracts with Insurance Companies The Plan has guaranteed investment contracts with several insurance companies. Deposits made under these contracts earn interest at guaranteed rates between 6.10% and 8.65%. 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, 1995 and 1994 are as follows:
Ohio National Life, guaranteed investment contract $ 1,079,121 $ - Transamerica Occidental Life, guaranteed investment contract 1,046,594 - Allstate Life Insurance Company, guaranteed investment contract #GA-4894 - 2,737,520 Allstate Life Insurance Company, guaranteed investment contract #GA-5050 3,631,373 6,855,932 New York Life Insurance Company, guaranteed investment contract 2,225,413 2,076,157 Principal Mutual Life Insurance Company, guaranteed investment contract 2,631,504 2,453,617 First Wisconsin National Bank, guaranteed investment contract 671,364 2,102,096 Hartford Life Insurance Company, guaranteed investment contract 1,110,946 1,033,438 State Mutual Life Insurance Company, guaranteed investment contract 1,100,119 1,026,526 Protective Life Insurance Company, guaranteed investment contract 1,093,429 1,016,529 Life Insurance of Virginia, guaranteed investment contract 1,548,180 1,459,170 Totals $ 16,138,043 $ 20,760,985
Morrison Restaurants Inc. Salary Deferral Plan Notes to Financial Statements (continued) 6. Guaranteed Investment Contracts with Insurance Companies (continued) The average yield on the contracts for the year ended December 31, 1995 was 7.94%. The fair value of the contracts listed below were determined using the sum of the present values of each of the contract's projected cash flows, discounted at the December 31, 1995 rates based on current yields of similar investments with comparable durations and are as follows: Ohio National Life guaranteed investment contract $ 1,132,965 Transamerica Occidental Life guaranteed investment contract 1,100,000 Allstate Life Insurance Company, guaranteed investment contract #GA-5050 3,660,496 New York Life Insurance Company, guaranteed investment contract 2,344,214 Principal Mutual Life Insurance Company, guaranteed investment contract 2,677,027 First Wisconsin National Bank, guaranteed investment contract 671,364 Hartford Life Insurance Company, guaranteed investment contract 1,188,074 State Mutual Life Insurance Company, guaranteed investment contract 1,141,838 Protective Life Insurance Company, guaranteed investment contract 1,143,143 Life Insurance of Virginia, guaranteed investment contract 1,559,584 Total $ 16,618,705
Morrison Restaurants 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, 1995 and 1994 was as follows:
Short-term Fixed Morrison Post-1989 Investment Equity Income Stock Stock Match Fund Fund Fund Fund Fund Total December 31, 1995 Assets Investments, at fair value: Morrison Restaurants Inc. common stock $ - $ - $ 17,584 $ 7,215,166 $ - $ 7,232,750 Other equity securities: Templeton Growth Fund - 2,106,823 - - - 2,106,823 Delaware Group Fund - 2,257,380 - - - 2,257,380 Guaranteed investment contracts, at contract value - - 16,138,043 - - 16,138,043 Total Investments - 4,364,203 16,155,627 7,215,166 - 27,734,996 Contributions receivable: Participants 22,885 73,255 146,627 186,481 - 429,248 Employer - - - 87,229 - 87,229 22,885 73,255 146,627 273,710 - 516,477 Dividends and interest receivable 4,836 28,605 19,073 - - 52,514 Cash 1,101,102 133,931 4,299,647 330,742 - 5,865,422 Liabilities to the Plan (2,385) (91,163) (115,493) (55,004) - (264,045) Net assets available for benefits $ 1,126,438 $ 4,508,831 $20,505,481 $ 7,764,614 $ - $ 33,905,364
Morrison Restaurants Inc. Salary Deferral Plan Notes to Financial Statements (continued) 7. Investment Programs (continued)
Short-term Fixed Morrison Post-1989 Investment Equity Income Stock Stock Match Fund Fund Fund Fund Fund Total December 31, 1994 Assets Investments, at fair value: Morrison Restaurants Inc. common stock $ - $ - $ 24,500 $ 8,637,121 $ 4,321,370 $ 12,982,991 Other equity securities: Templeton Growth Fund - 1,778,194 - - - 1,778,194 Delaware Group Fund - 1,874,802 - - - 1,874,802 Guaranteed investment contracts, at contract value - - 20,760,985 - - 20,760,985 Total Investments - 3,652,996 20,785,485 8,637,121 4,321,370 37,396,972 Contributions receivable: Participants 14,060 46,588 123,980 202,744 - 387,372 Employer - - - - 81,700 81,700 14,060 46,588 123,980 202,744 81,700 469,072 Dividends and interest receivable 5,772 652 18,905 626 180 26,135 Cash 1,363,479 174,909 1,276,239 333,415 2,375 3,150,417 Net assets available for benefits $ 1,383,311 $ 3,875,145 $ 22,204,609 $ 9,173,906 $ 4,405,625 $ 41,042,596
Morrison Restaurants 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, 1995 were allocated to separate investment programs as follows:
Money Fixed Morrison Post-1989 Market Equity Income Stock Stock Match Fund Fund Fund Fund Fund Total Net assets available for benefits at January 1, 1994 $ 1,485,977 $ 3,448,255 $ 23,960,233 $ 7,423,200 $ 4,260,209 $ 40,577,874 Dividends on Morrison Restaurants Inc. common stock - - 55 109,546 56,138 165,739 Other dividends - 225,994 - - - 225,994 Interest income 51,559 8,263 1,653,528 12,894 1,772 1,728,016 Administrative expenses (9,010) (41,011) (101,075) (33,733) (16,539) (201,368) Net (depreciation) appreciation in fair value of investments - (333,470) 3,740 (466,066) (312,210) (1,108,006) Contributions: Participants 181,302 491,019 1,491,064 1,609,051 - 3,772,436 Employer - - - - 778,489 778,489 Withdrawals by participants (223,123) (342,112) (3,180,545) (805,109) (345,689) (4,896,578) Interfund transfers (103,394) 418,207 (1,622,391) 1,324,123 (16,545) - Net assets available for benefits at December 31, 1994 1,383,311 3,875,145 22,204,609 9,173,906 4,405,625 41,042,596 Dividends on Morrison Restaurants Inc. common stock - - 142 153,655 30,854 184,651 Other dividends - 233,300 - - - 233,300 Interest income 64,836 31,333 1,489,689 2,965 1,079 1,589,902 Administrative expenses (7,590) (24,357) (129,153) (50,833) (4,223) (216,156) Net appreciation (depreciation) in fair value of investments - 507,746 42,024 (3,720,471) (1,752,540) (4,923,241) Contributions: Participants 188,769 464,848 1,343,096 1,665,024 - 3,661,737 Employer - - - 564,120 161,364 725,484 Withdrawals by participants (484,265) (1,012,766) (4,487,041) (1,821,272) (587,565) (8,392,909) Interfund transfers (18,623) 433,582 42,115 1,797,520 (2,254,594) - Net assets available for benefits at December 31, 1995 $ 1,126,438 $ 4,508,831 $ 20,505,481 $ 7,764,614 $ - $ 33,905,364 There were 2883 active participants in the Plan at December 31, 1995.
Morrison Restaurants Inc. Salary Deferral Plan Notes to Financial Statements (continued) 8. Subsequent Event On March 7, 1996, the Stockholders of Morrison Restaurants Inc., a Delaware corporation (the "Company"), approved the distribution by the Company of all the outstanding shares of common stock of Morrison Fresh Cooking, Inc., a wholly-owned subsidiary of the Company and a Georgia corporation ("MFCI"), and of all the outstanding shares of common stock of Morrison Health Care, Inc., a wholly-owned subsidiary of the Company and a Georgia corporation ("MHCI"), (collectively known as the "Distribution"). The Distribution was effective March 9, 1996 (the"Distribution Date"). Also approved was the Plan of Merger between the Company and Ruby Tuesday (Georgia), Inc. ("RTI"), a newly formed Georgia corporation and a wholly-owned subsidiary of the Company, providing for the reincorporation of the Company in Georgia pursuant to a statutory merger of the Company into RTI. 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 transfer of assets to the MFCI and MHCI plans will be recorded in the 1996 financial statements of this plan as of the Distribution Date. Supplemental Schedules Morrison Restaurants Inc. Salary Deferral Plan Schedule 27a - Schedule of Assets Held for Investment Purposes December 31, 1995
Identity of Issuer, Borrower, Lessor or Description of Current Similar Party Investment Cost Value Investments Morrison Restaurants Inc. 516,625 shares of common stock $ 9,228,194 $ 7,232,750 Other equity securities: Delaware Group Value Fund 101,666 units of equity fund 2,061,161 2,257,380 Templeton Growth Fund 121,258 shares of growth fund 1,958,960 2,106,823 13,248,315 11,596,953 Guaranteed investment contracts with insurance companies, at contract value: Ohio National Life Guaranteed investment contract 1,079,121 1,079,121 Transamerica Guaranteed investment contract 1,046,594 1,046,594 Allstate Life Insurance Guaranteed investment Company contract #GA-5050 3,631,373 3,631,373 Principal Mutual Life Guaranteed investment Insurance Company contract 2,631,504 2,631,504 First Wisconsin National Guaranteed investment Bank contract 671,364 671,364 New York Life Insurance Guaranteed investment Company contract 2,225,413 2,225,413 Hartford Life Insurance Guaranteed investment Company contract 1,110,946 1,110,946 State Mutual Life Guaranteed investment Insurance Company contract 1,100,119 1,100,119 Protective Life Insurance Guaranteed investment Company contract 1,093,429 1,093,429 Life Insurance of Guaranteed investment Virginia contract 1,548,180 1,548,180 16,138,043 16,138,043 Totals $ 29,386,358 $ 27,734,996 Cash AmSouth Bank of Alabama Master money market account $ 5,865,422 $ 5,865,422
Morrison Restaurants Inc. Salary Deferral Plan Item 27d - Schedule of Reportable (5%) Transactions Year Ended December 31, 1995
Identity of Purchase Selling Cost of Transaciton Net Gain Party Involved Description of Assets Price Price Asset Date or (Loss) ASO Outlook Group Prime Obligation Money market account $ 16,869,589 $ - $ 16,869,589 $ 16,869,589 $ - ASO Outlook Group Prime Obligation Money market account - 14,154,584 14,154,584 14,154,584 - Allstate Life Insurance Company Guaranteed investment contract #GA-4894 58,980 - 58,980 58,980 - #GA-5050 511,222 - 511,222 511,222 - Allstate Life Insurance Company Guaranteed investment contract #GA-4894 - 2,796,500 2,796,500 2,796,500 - #GA-5050 - 3,735,781 3,735,781 3,735,781 - Morrison Restaurants Inc. 132,108 shares of common stock 2,903,360 - 2,903,360 2,903,360 - Morrison Restaurants Inc. 142,336 shares of common stock - 2,812,280 2,550,191 2,812,280 262,089
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. (formerly Morrison Restaurants Inc.) and in the related Prospectus of our report dated June 25, 1996, with respect to the financial statements and supplemental schedules of the Morrison Restaurants Inc. Salary Deferral Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1995. /s/ Ernst & Young LLP Ernst & Young LLP Birmingham, Alabama June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----