1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 (No Fee Required) For the fiscal year ended May 31, 2000 OR Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 (No Fee Required) For the transition period from to Commission file number 1-14194 MORRISON MANAGEMENT SPECIALISTS, INC. (Exact name of Registrant as specified in charter) GEORGIA 63-1155966 (State or other jurisdiction of (I.R.S. Employer identification No.) incorporation or organization) 1955 Lake Park Drive, Suite 400, Smyrna, GA 30080-8855 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770) 437-3300 Securities Registered Pursuant to Section 12(b) of The Act: Name of each exchange Title of each class on which registered - ------------------------------------------ ----------------------- $0.01 par value Common Stock New York Stock Exchange Rights to Purchase Series A Participating New York Stock Exchange Preferred Stock Securities Registered Pursuant to Section 12(g) of The Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES[_X_] NO[__] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[ X ] The aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of Common Stock on August 11, 2000 as reported on the New York Stock Exchange, was approximately $338,699,620. Shares of Common Stock held by each executive officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of the Registrant's common stock outstanding at August 11, 2000 was 12,834,806. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Annual Report to Stockholders for the fiscal year ended May 31, 2000 are incorporated by reference into Parts I and II. Portions of the Registrant's definitive proxy statement dated August 22, 2000 are incorporated by reference into Part III. 2 INDEX PART I Page Number -------- Item 1. Business.............................................. 3-5 Item 2. Properties............................................ 5 Item 3. Legal Proceedings..................................... 6 Item 4. Submission of Matters to a Vote of Security Holders... 6 Executive Officers of the Company..................... 6-7 PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters........................... 8 Item 6. Selected Financial Data............................... 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................... 8 Item 7A. Quantitative and Qualitative Disclosures About Market Risk........................................... 8 Item 8. Financial Statements and Supplementary Data........... 8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................... 8 PART III Item 10. Directors and Executive Officers of the Company....... 9 Item 11. Executive Compensation................................ 9 Item 12. Security Ownership of Certain Beneficial Owners and Management............................................ 9 Item 13. Certain Relationships and Related Transactions........ 9 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K........................................... 10-13 3 PART I ITEM 1. BUSINESS. General Morrison Management Specialists, Inc., (the "Company" or "MMS"), formerly Morrison Health Care, Inc., became an independent, publicly owned company in March 1996 as a result of the distribution (the "Distribution") by Morrison Restaurants Inc., a Delaware corporation ("MRI"), to its shareholders of all the issued and outstanding shares of common stock of the Company. As a result of the Distribution, MRI's stockholders received one share of Company common stock for every three shares of MRI stock held. MMS is the nation's only company focused exclusively on providing food, nutrition and dining services to the healthcare and senior living markets. It is the nation's second largest outsourcing provider in the healthcare and senior living industries. Its clients include acute care hospitals, health systems, nursing homes and retirement facilities. Morrison Healthcare Food Services Morrison Healthcare Food Services manages on-site facilities and provides comprehensive nutritional programs for patients and high-quality retail dining options for staff and visitors of hospitals and integrated healthcare systems. MMS offers its clients programs designed to reduce costs and increase customer satisfaction. The Company's healthcare foodservice operations originated in the early 1950s. The Company expanded through its own marketing and sales force and by acquiring other foodservice businesses. MMS's healthcare accounts range in size from 100 bed specialty hospitals to facilities with over 1,500 beds. Through its Advanced Culinary System(TM) the Company continues to make advances in cook-chill technology and centralized food production. These systems are designed to increase productivity, enhance food quality and reduce food waste, thereby making healthcare food production more economical for the client and more appealing to the customer at healthcare facilities nationwide. MMS currently has two Advanced Culinary Centers(TM) which utilize centralized food production and cook-chill technology in operation and one under construction. MMS operates "branded concept" restaurants, such as Subway(R), Chick-Fil-A(R) and Healthy Choice(R), on client premises. These small versions ("kiosk" type) of the licensed restaurant concepts are operated pursuant to license arrangements with the appropriate restaurant company. Currently, MMS has 17 license arrangements with nationally and regionally recognized restaurant companies. In addition, MMS operates its own brand - Spice of Life(TM) - with menus and recipes that can be customized to local tastes. Morrison Senior Dining Due to changing demographics and lifestyles and the increasing number of retirement facilities being constructed, the Company believes the senior living market is the fastest growing segment of the healthcare industry. The Company has emphasized its commitment to provide food and nutrition services to the senior living market by acquiring, over the past three fiscal years, three companies in the field: Drake Management Services, Inc. in January 1998, Spectra Services, Inc. in March 1998, and Culinary Service Network, Inc. in October 1998. Dedicated to providing dining services to senior living communities, Morrison Senior Dining helps clients control costs while making informed decisions from kitchen and dining room design to menu selection. Morrison Senior Dining accounts range in size from 100 residents to 600 residents. Believing that this market is under-penetrated and rapidly expanding, the Company plans for future growth in the senior living market to result from internal development. Operations MMS offers its services pursuant to two general types of contracts: (i) profit and loss (or guaranteed cost) contracts, where MMS assumes the risk of profit or loss for the foodservice operation and (ii) management fee contracts, where the client reimburses MMS for all or nearly all costs incurred in providing the services contracted plus a negotiated management fee for supervising the 4 client's food and nutrition services. In addition, some management fee contracts include incentives and penalties with the amount of the management fee determined in whole or in part by the achievement of predetermined goals. Approximately 60% of MMS's accounts are operated pursuant to management fee contracts. The majority of MMS's contracts were awarded through bidding processes. In June 2000, MMS formed a strategic alliance with, and made a $3 million investment in, foodbuy.com, a forerunner in developing the business model for Internet food purchasing. Management believes the alliance will leverage the combined purchasing and technology resources which will lower food costs resulting in savings for MMS's clients. Research and Development The Company does not engage in any material research and development activities. Numerous studies are made, however, on a continuing basis, to improve menus, equipment and methods of operations. Raw Materials Raw materials essential to the operation of the Company's business are obtained principally through national food distributors. The Company uses short-term purchase commitment contracts to stabilize the potentially volatile pricing associated with certain commodities. Because of the relatively short storage life of inventories, limited storage facilities at customer locations, MMS's requirements for freshness and the numerous sources of goods, a minimum amount of inventory is maintained at customer locations. If necessary, all essential food, beverage and operational products are available and can be obtained from alternative suppliers in all cities where the Company operates. Trademarks of the Company The Company has registered certain trademarks and service marks with the United States Patent and Trademark Office including the Pro-Health Dining(R) trademark. The Company believes that this and other related marks, such as its Advanced Culinary System(TM) and Advanced Culinary Center(TM), are important to its business. Registrations of the Company's trademarks expire from 2002 to 2009, unless renewed. Seasonality The Company's revenues are not seasonal to any significant degree. Working Capital Practices Cash provided by operations, along with borrowings under the Company's revolving lines of credit, are used to pay dividends, invest in new units and renovate existing units. Additional information concerning the working capital of the Company is incorporated herein by reference to information presented within the "Liquidity and Capital Resources" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's 2000 Annual Report to Stockholders. Customer Dependence Concentration of business and credit risk is generally limited due to the large number of customers that make up the Company's customer base, thus spreading risk. During fiscal year 2000, the Company was awarded a new five-year contract to provide food and nutrition services to over 60 of Tenet HealthSystem Medical, Inc.'s ("Tenet") hospitals. The revenue from the Tenet accounts for fiscal years 2000, 1999 and 1998 was $69.2 million, $23.2 million and $12.0 million, respectively. These revenues accounted for 15.7%, 7.2% and 4.8% of total revenue for fiscal years 2000, 1999 and 1998, respectively. Tenet accounts receivable accounted for 12.9% and 6.8% of total accounts receivable at May 31, 2000 and 1999, respectively. Government Contracts There is no material portion of the Company's business that is subject to renegotiation of profits or termination of contracts or sub-contracts at the election of the Government. 5 Competition The healthcare food and nutrition services business is highly competitive. The Company competes with national and regional food contract companies that offer the same type of services as the Company. Management believes that competition in healthcare food and nutrition services and senior living markets is based on pricing, quality of services and reputation. Management believes that it compares favorably with its competition in these areas. Government Compliance The Company is subject to various regulations at both the state and local levels for items such as sanitation, health and fire safety, all of which could affect the operation of existing accounts. The Company's business is also subject to various other regulations at the federal level such as fair labor standards and occupational safety and health regulations. Compliance with these regulations has not had, and is not expected to have, a material adverse effect on the Company's operations. Environmental Compliance Compliance with federal, state and local laws and regulations which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, is not expected to have a material effect upon the capital expenditures, earnings or competitive position of the Company. Personnel The Company employs approximately 10,000 full-time and part-time employees. The Company believes that working conditions are favorable and employee compensation is comparable with its competition. ITEM 2. PROPERTIES. MMS professionally manages foodservice departments on client-owned properties and, therefore, does not own any significant amounts of property. Vending services on client-owned facilities complement the foodservice program. Under the terms of certain contracts, MMS is required to make rent payments to its clients. The corporate headquarters are located in approximately 20,000 square feet of a leased building in a suburb of Atlanta, Georgia. The headquarters' lease term ends in 2001. The Company also has administrative offices in a leased building in Mobile, Alabama. This office has a lease term ending in 2001. In addition, the Company has set up strategic regional offices across the United States to service the needs of Company team members and clients located within that region. During fiscal year 1998, MMS constructed two advanced food preparation facilities or "Advanced Culinary Centers" (ACC) to utilize its expertise in the cook-chill food processing. The first facility, located in Tampa, Florida, includes about 5,000 square feet of light industrial space with a lease term ending in 2002. The second facility, located in Baltimore, Maryland, includes approximately 15,000 square feet of light industrial and regional office space. A new ACC in Charlotte, North Carolina is currently under construction. Facilities and equipment are repaired and maintained to assure their adequacy, productive capacity and utilization. 6 ITEM 3. LEGAL PROCEEDINGS. The Company is presently, and from time to time, subject to pending claims and suits arising in the ordinary course of its business. In the opinion of Management, the ultimate resolution of these pending legal proceedings will not have a material adverse effect on the Company's operations or consolidated financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. Executive Officers of the Company Executive officers of the Company are appointed by and serve at the discretion of the Company's Board of Directors. Information regarding the Company's executive officers as of August 11, 2000 is provided below. Name Age Position with the Company - ---- --- -------------------------------------------------- G. A. Davenport 46 President, Chief Executive Officer and Chairman of the Board of Directors K. W. Engwall 52 Chief Financial Officer and Assistant Secretary J. E. Fountain 49 Vice President, General Counsel and Secretary J. D. Underhill 55 President, Morrison Healthcare Food Services E. D. Dolloff 54 President, Morrison Senior Dining G. L. Gaddy 47 Executive Vice President, Sales and Marketing R. C. Roberson 56 Division Vice President, Morrison Healthcare Food Services G. T. Levins 37 Division Vice President, Morrison Healthcare Food Services Glenn A. Davenport has been President and Chief Executive Officer of the Company since the Distribution in March 1996. He was President of the Health Care Division of MRI's Morrison Group from November 1993 until the Distribution in March 1996. Prior thereto, he served as Senior Vice President, Hospitality Group of MRI from February 1990 through November 1993 and in various other capacities since joining MRI in November 1973. K. Wyatt Engwall has been Chief Financial Officer and Assistant Secretary of the Company since the Distribution in March 1996. Prior thereto, he was Vice President, Controller of MRI's Ruby Tuesday Group from January 1994 until March 1996. He served as Vice President of Financial Planning of MRI from January 1993 through January 1994, Vice President and Controller of MRI's Contract Dining Division from October 1991 through January 1993 and as Controller of MRI's former Morrison's Management Services (Contract Dining) Division from October 1986 through October 1991. Mr. Engwall joined MRI in 1983 as a Financial Systems Analyst. John E. Fountain has been Vice President, General Counsel and Secretary of the Company since the Distribution in March 1996. He was Vice President, Legal of MRI's Morrison Group from August 1994 until March 1996. He served as Senior Attorney of MRI from December 1991 through August 1994. Prior thereto, he served as Staff Attorney of MRI from October 1978 through December 1991. Jerry D. Underhill has been President of the Morrison Healthcare Food Service Division since its inception in June 1999. He was Senior Vice President, Operations of the Company from the Distribution in March 1996 to June 1999. From September 1995 until March 1996 he was Senior Vice President, Retail Development of the Health Care Division of MRI's Morrison Group. Prior thereto, he was Senior Vice President, Development of the Family Dining Division of MRI's Morrison Group from March 1993 to September 1995. Mr. Underhill was President of Mid-Continent Restaurants (currently known as Bravo Restaurants) from July 1988 to March 1993. 7 Eugene D. Dolloff has been President of the Morrison Senior Dining Division since is its inception in March 1999. He was co-founder and President of Culinary Service Network, Inc., a senior dining contract management company, from April 1982 to September 1998. Prior thereto he served in various operational capacities with Stouffer's Management Food Service from January 1976 to February 1982. Gary L. Gaddy has been Executive Vice President, Sales and Marketing of the Company since June 2000. He was Senior Vice President, Sales and Marketing of the Company from March 1998 to June 2000. Prior thereto, he was Vice President, Health Systems for the Company from July 1997 to March 1998. Mr. Gaddy was Vice President of Sales and Marketing for EmCare, Inc., an emergency medicine contract management company from January 1995 to July 1997. He was Vice President/General Manager of Business Development for HMSS Management, Inc., a home infusion company, from August 1990 to December 1994. Mr. Gaddy has over 20 years of sales and marketing experience in the healthcare industry. Richard C. Roberson has been a Division Vice President of the Company since October 1997. He was a Regional Vice President of the Company since the Distribution in March 1996. Prior thereto, he served MRI's Health Care Division in various capacities, including as a Regional Vice President, District Manager and Food Service Director. George T. Levins has been a Division Vice President of the Company since June 1999. He was a Regional Vice President of the Company from January 1998 to June 1999. Prior thereto, he was a Regional Director of Operations from January 1997 to June 1999 and a director of Food and Nutrition Services from June 1996 to January 1997. He served in various operational capacities with Baxter Healthcare from June 1989 to June 1996, including Account Manager, Region Manager and Sales Manager. Mr Levins served in the Marine Corps from June 1985 to May 1989. 8 PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS. Certain information required by this item is incorporated herein by reference to information contained under the caption "Common Stock Market Prices and Dividends" of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 2000. The Company intends to continue to pay dividends in the future. ITEM 6. SELECTED FINANCIAL DATA. The information contained under the caption "Selected Financial Data" of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 2000 is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The information contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 2000 is incorporated herein by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 2000 is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The following consolidated financial statements and the related report of the Company's independent auditors contained in the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 2000, are incorporated herein by reference: Consolidated Statements of Income - Fiscal years ended May 31, 2000, May 31, 1999 and May 31, 1998. Consolidated Balance Sheets - As of May 31, 2000 and May 31, 1999. Consolidated Statements of Cash Flows - Fiscal years ended May 31, 2000, May 31, 1999 and May 31, 1998. Consolidated Statements of Stockholders' Equity - Fiscal years ended May 31, 2000, May 31, 1999 and May 31, 1998. Notes to Consolidated Financial Statements. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 9 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY. (a) The information regarding directors of the Company is incorporated herein by reference to the information set forth in the sections captioned "Election of Directors" and "Nominee Biographies" and "Standing Director Biographies" in the definitive proxy statement of the Registrant dated August 22, 2000, relating to the Registrant's annual meeting of shareholders to be held on September 27, 2000. (b) Pursuant to Form 10-K General Instruction G(3), the information regarding executive officers of the Company has been included in Part I of this Report under the caption "Executive Officers of the Company." ITEM 11. EXECUTIVE COMPENSATION. The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions "Executive Compensation" and "Board of Directors Information" in the definitive proxy statement of the Registrant dated August 22, 2000 relating to the Registrant's annual meeting of shareholders to be held on September 27, 2000. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information required by this Item 12 is incorporated herein by reference to the information set forth in the table captioned "Beneficial Ownership of Common Stock" under "Election of Directors" in the definitive proxy statement of the Registrant dated August 22, 2000, relating to the Registrant's annual meeting of shareholders to be held on September 27, 2000. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None. 10 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) The following documents are incorporated by reference into or are filed as part of this report: 1. Financial Statements: The following consolidated financial statements and the independent auditors' report thereon, included in the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 2000, a copy of which is contained in the exhibits to this report, are incorporated herein by reference: Page Reference in paper version of Annual Report to Shareholders ---------------- Consolidated Statements of Income for the fiscal years ended May 31, 2000, May 31, 1999 and May 31, 1998...................... 22 Consolidated Balance Sheets as of May 31, 2000 and May 31, 1999...................... 23 Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2000, May 31, 1999 and May 31, 1998...................... 24 Consolidated Statements of Stockholders' Equity for the fiscal years ended May 31, 2000, May 31, 1999 and May 31, 1998...................... 25 Notes to Consolidated Financial Statements......... 26 - 34 Report of Independent Auditors..................... 35 Page Reference in Form 10-K -------------- 2. Financial statement schedule: Schedule II - Valuation and Qualifying Accounts for the fiscal years ended May 31, 2000, 1999 and 1998............................................... 16 Financial statement schedules other than those shown above are omitted because they are either not required or the required information is shown in the financial statements or notes thereto. 3. Exhibits The following exhibits are filed as part of this report: 11 MORRISON MANAGEMENT SPECIALISTS, INC. LIST OF EXHIBITS Exhibit Number Description - -------------------------------------------------------------------------------- 3.1 Amended and Restated Articles of Incorporation of Morrison Management Specialists, Inc.* 3.2 Bylaws, as amended, of Morrison Management Specialists, Inc.** 4.1 Specimen Common Stock Certificate.+ 4.2 Amended and Restated Articles of Incorporation of Morrison Management Specialists, Inc. (see Exhibit 3.1 hereto). 4.3 Bylaws, as amended, of Morrison Management Specialists, Inc. (see Exhibit 3.2 hereto). 4.4 Form of Rights Agreement between Morrison Management Specialists, Inc. and AmSouth Bank of Alabama, as Rights Agent.+ 4.5 Form of Rights Certificate (attached as Exhibit B to the Rights Agreement filed as Exhibit 4.4 hereto). 4.6 First Amendment to Rights Agreement. 10.1 Form of Distribution Agreement among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Management Specialists, Inc.* 10.2 Form of Amended and Restated Tax Allocation and Indemnification Agreement among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Galaxy Management, Inc., Manask Food Service, Inc., Morrison of New Jersey, Inc., Tias, Inc. and Morrison Management Specialists, Inc.* 10.3 Form of Agreement Respecting Employee Benefit Matters among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Management Specialists, Inc.+ 10.4 Form of License Agreement between Morrison Fresh Cooking, Inc. and Morrison Management Specialists, Inc.* 10.5 Form of License Agreement between Ruby Tuesday, Inc. and Morrison Management Specialists, Inc.* 10.6 Form of Amended and Restated Operating Agreement of MRT Purchasing, LLC among Morrison Restaurants Inc., Ruby Tuesday, Inc., Morrison Fresh Cooking, Inc. and Morrison Management Specialists, Inc.* 12 10.7*** Form of Morrison Management Specialists, Inc. 1996 Stock Incentive Plan.+ 10.8*** Form of Morrison Management Specialists, Inc. Stock Incentive and Deferred Compensation Plan for Directors.+ 10.9*** Form of 1996 Non-Executive Stock Incentive Plan.+ 10.10*** Form of Morrison Management Specialists, Inc. Executive Supplemental Pension Plan.+ 10.11*** Form of Morrison Management Specialists, Inc. Management Retirement Plan.+ 10.12*** Form of Morrison Management Specialists, Inc. Salary Deferral Plan together with related form of Trust Agreement.+ 10.13*** Form of Morrison Management Specialists, Inc. Deferred Compensation Plan and related form of Trust Agreement.+ 10.14*** Form of Morrison Management Specialists, Inc. Executive Group Life and Executive Accidental Death and Dismemberment Plan.+ 10.15*** Form of Morrison Management Specialists, Inc. Executive Life Insurance Plan.+ 10.16 Form of Indemnification Agreement to be entered into with executive officers and directors.* 10.17*** Form of Change of Control Agreement to be entered into with executive officers.+ 10.18 Non-Qualified Stock Option Agreement between Morrison Restaurants Inc. and Eugene E. Bishop.+ 10.19 Non-Qualified Stock Option Agreement between Morrison Restaurants Inc. and Samuel E. Beall, III.+ 10.20 Amended and Restated Credit Agreement dated July 2, 1998, together with related Amended and Restated Revolving Credit Notes, Amended and Restated Swing Line Note and Subsidiary Guaranty.+++ 10.21*** First Amendment to the Morrison Management Specialists, Inc. Executive Supplemental Pension Plan.++ 10.22*** First Amendment to the Morrison Management Specialists, Inc. Management Retirement Plan.++ 10.23*** First Amendment to the Morrison Management Specialists, Inc. Salary Deferral Plan.++ 10.24*** Second Amendment to the Morrison Management Specialists, Inc. Salary Deferral Plan.++ 13 10.25*** First Amendment to the Morrison Management Specialists, Inc. Deferred Compensation Plan.++ 10.26*** Second Amendment to the Morrison Management Specialists, Inc. Deferred Compensation Plan.++ 10.27*** Morrison Management Specialists, Inc. Salary Deferral Plan together with related form of Amended Trust Agreement.+++ 10.28*** Morrison Management Specialists, Inc. Deferred Compensation Plan and related form of Amended Trust Agreement.+++ 10.29*** First Amendment to the 1996 Executive Stock Incentive Plan.+++ 10.30*** First Amendment to the 1996 Non-Executive Stock Incentive Plan.+++ 10.31*** Second Amendment to the 1996 Executive Stock Incentive Plan.+++ 10.32*** Second Amendment to the 1996 Non-Executive Stock Incentive Plan.+++ 10.33*** Third Amendment to the Morrison Management Specialists, Inc. Salary Deferral Plan.+++ 10.34 Stock Purchase Agreement of Drake Management Services, Inc.+++ 10.35 Asset Purchase Agreement of Spectra Services, Inc.+++ 10.36*** Fourth Amendment to the Morrison Management Specialists, Inc. Salary Deferral Plan. 11 Statement regarding computation of per share earnings. 13 Annual Report to Stockholders for the fiscal year ended May 31, 2000 (Only portions specifically incorporated by reference in the Form 10-K are incorporated herewith.) 21.1 List of subsidiaries of Morrison Management Specialists, Inc. 23 Consent of Independent Auditors. 27 Financial Data Schedule. * Incorporated by reference to Exhibit of the same number in the Registrant's Registration Statement on Form 10 filed with the Commission on February 8, 1996. ** Incorporated by reference to Exhibit of the same number in the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998. *** Denotes a management contract or compensatory plan or arrangement. + Incorporated by reference to Exhibit of the same number in the Registrant's amendment to Registration Statement on Form 10/A filed with the Commission on February 29, 1996. ++ Incorporated by reference to Exhibit of the same number in the Registrant's Annual report on Form 10-K for the fiscal year ended May 31, 1997. +++ Incorporated by reference to Exhibit of the same number in the Registrant's Annual report on Form 10-K for the fiscal year ended May 31, 1998. (b) Reports on Form 8-K There were no reports filed on Form 8-K during the most recent fiscal quarter. 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MORRISON MANAGEMENT SPECIALISTS, INC. Date 08/22/00 By:/s/ Glenn A. Davenport Glenn A. Davenport President, Chief Executive Officer and Chairman of the Board Date 08/22/00 By:/s/ K. Wyatt Engwall K. Wyatt Engwall Chief Financial Officer and Assistant Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Date 08/22/00 By:/s/Glenn A. Davenport Glenn A. Davenport President, Chief Executive Officer and Chairman of the Board Date 08/22/00 By:/s/K. Wyatt Engwall K. Wyatt Engwall Chief Financial Officer and Assistant Secretary Date 08/22/00 By:/s/Claire L. Arnold Claire L. Arnold Director Date 08/22/00 By:/s/ E. Eugene Bishop E. Eugene Bishop Director Date 08/22/00 By:/s/Fred L. Brown Fred L. Brown Director 15 Date 08/22/00 By:/s/Michael F. Corbett Michael F. Corbett Director Date 08/22/00 By:/s/John B. McKinnon John B. McKinnon Director Date 08/22/00 By:/s/A. Robert Outlaw, Jr. A. Robert Outlaw, Jr. Director Date 08/22/00 By:/s/Dr. Benjamin F. Payton Dr. Benjamin F. Payton Director 16 Morrison Management Specialists, Inc. Schedule II - VALUATION AND QUALIFYING ACCOUNTS For the Periods Ended May 31, 2000, 1999 and 1998 (Dollars in Thousands) Column A Column B Column C Column D (A) Column E - ----------------------------------------------------------------------------------------------- Additions ----------------------- Balance Charged Charged Balance at to to at Beginning Costs and Other End Description of Period Expenses Accounts Deductions of Period --------------------------- ----------------------------------------------------------- Year ended May 31, 2000: Trade receivables: Allowance for doubtful accounts $ 712 $ 61 $ 0 $ 96 $ 677 =========================================================== Year ended May 31, 1999: Trade receivables: Allowance for doubtful accounts $ 887 $ 0 $ 36 $ 211 $ 712 =========================================================== Year ended May 31, 1998: Trade receivables: Allowance for doubtful accounts $ 744 $ 0 $ 196 $ 53 $ 887 =========================================================== Notes: (A) Write-off of trade receivables determined to be uncollectible against the allowance for doubtful accounts.