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, 1999
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.[ ]
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 13, 1999
as reported on the New York Stock Exchange, was approximately $274,167,678.
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 13,
1999 was 12,071,204.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended May 31, 1999 are incorporated by reference into Parts I and II.
Portions of the Registrant's definitive 1999 proxy statement are incorporated by
reference into Part III.
INDEX
PART I
Page
Number
Item 1. Business.............................................. 3-6
Item 2. Properties............................................ 6
Item 3. Legal Proceedings..................................... 6
Item 4. Submission of Matters to a Vote of Security Holders... 7
Executive Officers of the Company..................... 7-8
PART II
Item 5. Market for the Registrant's Common Equity and
Related Shareholder Matters........................... 9
Item 6. Selected Financial Data............................... 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 9
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk........................................... 9
Item 8. Financial Statements and Supplementary Data........... 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................... 9
PART III
Item 10. Directors and Executive Officers of the Company....... 10
Item 11. Executive Compensation................................ 10
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................ 10
Item 13. Certain Relationships and Related Transactions........ 10
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K........................................... 11-14
PART I
ITEM 1. BUSINESS.
General
Morrison Management Specialists, Inc. (the "Company" or "MMSI"), 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.
MMSI is the largest independent company focused exclusively on healthcare food
service. Its clients include acute care hospitals, health systems and senior
living communities. With contracts in 35 states and Washington D.C., MMSI is one
of the leading providers of food, nutrition and dining services to the
healthcare and senior living industries.
The Company's healthcare food service operations originated in the early 1950s.
The Company has expanded through its own marketing and sales force and by
acquiring other food service businesses. In August 1994, the Company sold
certain of its education, business and industry ("B&I") contracts and assets and
closed the remaining B&I accounts. This divestiture left the Company with only
healthcare contracts and allowed the Company to concentrate its capital and
management team in the healthcare industry, which Management believes has
significant opportunity for growth and profitability.
The Company believes the senior living market is the fastest growing segment of
the healthcare industry. Changing demographics and lifestyles are accelerating
the construction of retirement communities. Over the past two fiscal years, the
Company has emphasized its commitment to provide dining services to the senior
living market by acquiring 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. Believing that this market is
under-penetrated and rapidly expanding, the Company plans for future growth in
the senior living market to result primarily from internal development and
acquisitions.
Operations
The Company has two operating divisions. Morrison Healthcare Food Services
manages the food and nutrition services departments of hospitals, health
systems, and other healthcare facilities. These departments typically include
retail outlets for staff, residents and visitors and patient food and nutrition
services. Morrison Senior Dining provides dining services to senior living
communities. MMSI healthcare accounts range in size from 100 bed specialty
hospitals to facilities with over 1,500 beds. MMSI senior living accounts range
in size from 100 residents to 600 residents. The Company has operations in 35
states and Washington, D.C. Approximately 68% of the accounts are in hospitals,
while over 30% of the accounts are in senior living communities.
The Company provides its clients with the flexibility to adjust programs,
staffing and service plans to meet the changing needs of the industry. MMSI has
capitalized on its restaurant heritage to bring a retail-oriented mentality to
healthcare and senior living clients. MMSI offers its clients programs designed
to reduce costs and increase customer (patients, residents and staff)
satisfaction. To better serve its clients and provide them with specialized
expertise, MMSI's staff is organized into regional teams. Teams may include a
regional vice president, regional director of operations, regional director of
nutrition services, regional director of culinary, human resources director,
support services coordinator and a director of business development. Each team
member is dedicated to sharing the best industry practices and performance
improvement ideas. The regional teams are supported by a corporate staff that
includes nutrition services, marketing, sales, vending, human resources, legal,
finance, layout and design and culinary services.
MMSI markets its services nationwide through its business development directors.
Each business development director focuses on potential clients in a specific
territory pursuant to a marketing plan. The business development directors,
along with a vice president of sales and marketing, also market MMSI's services
to large national healthcare accounts. In addition, MMSI personnel market to
existing clients to expand the Company's food service responsibilities and
increase sales of existing services to complement the facility's food services
department. The Company is planning to continue its expansion into the senior
living market through internal growth and development as well as through key
acquisitions.
MMSI offers its services pursuant to two general types of contracts:(i) profit
and loss (or guaranteed cost) contracts, where MMSI assumes the risk of profit
or loss for the food service operation and (ii) management fee contracts, where
the client reimburses MMSI for all or nearly all costs incurred in providing the
services contracted plus a negotiated management fee for supervising the
client's food and nutrition services operations. In addition, some management
fee contracts include incentives and penalties, pursuant to which MMSI manages
the client's food and nutrition operations on a management fee basis, with the
amount of the management fee determined in whole or in part by the achievement
of predetermined goals. Approximately 71% of MMSI's accounts are operated
pursuant to management fee contracts. Management fee contracts with incentives
and penalties are becoming more popular. The majority of MMSI's contracts were
awarded through bidding processes.
In addition, MMSI operates "branded concept" restaurants such as Burger King(R),
Chick-Fil-A(R), Pizza Hut(R)and Taco Bell(R) on client premises. These branded
concept accounts are operated pursuant to license arrangements with the
appropriate restaurant company. Currently, MMSI has 16 license arrangements with
nationally and regionally recognized restaurant companies.
The Company has advanced food preparation and delivery systems designed to
increase customer satisfaction by enhancing production consistencies while
generating significant cost reductions and providing quality services for
healthcare facilities nationwide.
Research and Development
The Company does not engage in any material research and development activities.
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, MMSI'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 are important to its
business. Registrations of the Company's trademarks expire from 2000 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 1999 Annual
Report to Shareholders.
Customer Dependence
No material part of the business of the Company is dependent upon a single
customer, or a very few customers, the loss of any one of which would have a
material adverse effect on the Company.
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.
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 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 5,700 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.
MMSI manages food and dining services on client-owned properties and, therefore,
does not own any significant amounts of property. Vending services on
client-owned facilities complement the food service program. Under the terms of
certain contracts, MMSI 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, with remaining average annual lease payments of approximately
$365,000. 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 the Company's team members and clients located within that
region.
During fiscal year 1998, MMSI constructed two advanced food preparation
facilities or "Advanced Culinary Centers" (ACC) to utilize its expertise in the
cook-chill food processing. The Tampa, Florida ACC includes about 5,000 square
feet of light industrial space with a lease term ending in 2002. The Baltimore,
Maryland ACC includes approximately 15,000 square feet of light industrial and
regional office space.
Facilities and equipment are repaired and maintained to assure their adequacy,
productive capacity and utilization.
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 13, 1999 is provided below.
Name Age Position with the Company
G. A. Davenport 45 Chairman of the Board of Directors, President and
Chief Executive Officer
K. W. Engwall 51 Senior Vice President, Finance and Assistant
Secretary
J. E. Fountain 48 Vice President, General Counsel and Secretary
J. D. Underhill 54 President, Morrison Healthcare Food Services
E. D. Dolloff 53 President, Morrison Senior Dining
G. L. Gaddy 46 Senior Vice President, Sales and Marketing
F. G. Michels 61 Senior Vice President, Support Services
R. C. Roberson 55 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 and was appointed Chairman of the Board in
July 1999. 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 Senior Vice President, Finance 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 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.
Eugene D. Dolloff has been President of the Morrison Senior Dining Division
since 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 Senior Vice President, Sales and Marketing of the Company
since March 1998. 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.
Frances G. Michels has been Senior Vice President, Support Services of the
Company since the Distribution in March 1996. She was Senior Vice President,
Support Services of the Health Care Division of MRI's Morrison Group from
January 1996 until March 1996. Prior thereto, she served MRI's Health Care
Division in various capacities, including as Vice President of Nutrition
Services from December 1984 through January 1996, Area Manager for Operations
and Nutrition Services from January 1982 through December 1984, Consulting
Dietitian for the Health Care Division from June 1974 through January 1982, Food
service Director from July 1973 through June 1974, and Chief Therapeutic
Dietitian from June 1970 through July 1973.
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.
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, 1999. 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,
1999 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, 1999 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, 1999 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, 1999, are incorporated herein by
reference:
Consolidated Statements of Income - Fiscal years ended May 31, 1999, May
31, 1998 and May 31, 1997.
Consolidated Balance Sheets - As of May 31, 1999 and May 31, 1998.
Consolidated Statements of Stockholders' Equity - Fiscal years ended May
31, 1999, May 31, 1998 and May 31, 1997.
Consolidated Statements of Cash Flows - Fiscal years ended May 31, 1999,
May 31, 1998 and May 31, 1997.
Notes to Consolidated Financial Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
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 1999 proxy statement of the Registrant, relating to the Registrant's
annual meeting of shareholders to be held on September 28, 1999.
(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 1999 proxy statement of the
Registrant relating to the Registrant's annual meeting of shareholders to be
held on September 28, 1999.
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 1999 proxy statement of
the Registrant, relating to the Registrant's annual meeting of shareholders to
be held on September 28, 1999.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
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, 1999, 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, 1999,
May 31, 1998 and May 31, 1997...................... 22
Consolidated Balance Sheets as of
May 31, 1999 and May 31, 1998...................... 23
Consolidated Statements of Stockholders' Equity
for the fiscal years ended May 31, 1999,
May 31, 1998 and May 31, 1997...................... 25
Consolidated Statements of Cash Flows
for the fiscal years ended May 31, 1999,
May 31, 1998 and May 31, 1997...................... 24
Notes to Consolidated Financial Statements......... 26 - 34
Report of Independent Auditors..................... 35
Page Reference
in Form 10-K
2. Financial statement schedules:
Schedule II - Valuation and Qualifying Accounts for the fiscal years
ended May 31, 1999, May 31, 1998 and
May 31, 1997....................................... 17
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:
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 Form of 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.*
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 Form of 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*** Form of First Amendment to the Morrison Management Specialists, Inc.
Executive Supplemental Pension Plan.++
10.22*** Form of First Amendment to the Morrison Management Specialists, Inc.
Management Retirement Plan.++
10.23*** Form of First Amendment to the Morrison Management Specialists, Inc.
Salary Deferral Plan.++
10.24*** Form of Second Amendment to the Morrison Management Specialists, Inc.
Salary Deferral Plan.++
10.25*** Form of First Amendment to the Morrison Management Specialists, Inc.
Deferred Compensation Plan.++
10.26*** Form of Second Amendment to the Morrison Management Specialists, Inc.
Deferred Compensation Plan.++
10.27*** Form of Morrison Management Specialists, Inc. Salary Deferral Plan
Trust Agreement with Merrill Lynch Trust Company (Florida) as
Trustee.++++
10.28*** Form of Morrison Management Specialists, Inc. Deferred Compensation
Plan Trust Agreement with Merrill Lynch Trust Company (Florida) as
Trustee.++++.
10.29*** Form of First Amendment to the 1996 Executive Stock Incentive
Plan.++++
10.30*** Form of First Amendment to the 1996 Non-Executive Stock Incentive
Plan.++++
10.31*** Form of Second Amendment to the 1996 Executive Stock Incentive
Plan.++++
10.32*** Form of Second Amendment to the 1996 Non-Executive Stock Incentive
Plan.++++
10.33*** Form of 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.++++
13 Annual Report to Stockholders for the fiscal year ended May 31, 1999
(Only portions specifically incorporated by reference in the Form 10-K
are incorporated herewith.)
21 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 99.1 to the Registrant's Current
Report on Form 8-K filed on July 6, 1999.
++++ Incorporated by reference to Exhibit of the same number to the Registrant's
Amendment No. 1 on Form 10-K/A filed on September 3, 1998 to the Annual
Report on Form 10-K for the fiscal year ended May 31, 1998.
(b) Reports on Form 8-K
None.
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 08/24/99 By:/s/ Glenn A. Davenport
Glenn A. Davenport
Chairman of the Board, President and
Chief Executive Officer
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 08/24/99 By:/s/ Glenn A. Davenport
Glenn A. Davenport
Chairman of the Board, President and
Chief Executive Officer
Date 08/24/99 By:/s/ K. Wyatt Engwall
K. Wyatt Engwall
Senior Vice President, Finance and
Assistant Secretary
(Principal Accounting Officer)
Date 08/20/99 By:/s/ Claire L. Arnold
Claire L. Arnold
Director
Date 08/21/99 By:/s/ E. Eugene Bishop
E. Eugene Bishop
Director
Date 08/23/99 By:/s/ Fred L. Brown
Fred L. Brown
Director
Date 08/24/99 By:/s/ Michael F. Corbett
Michael F. Corbett
Director
Date 08/21/99 By:/s/ John B. McKinnon
John B. McKinnon
Director
Date 08/20/99 By:/s/ Arthur R. Outlaw, Jr.
Arthur R. Outlaw, Jr.
Director
Date 08/24/99 By:/s/ Dr. Benjamin F. Payton
Dr. Benjamin F. Payton
Director
Morrison Management Specialists, Inc.
Schedule II - VALUATION AND QUALIFYING ACCOUNTS
For the Fiscal Periods Ended May 31, 1999, May 31, 1998 and May 31, 1997
(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
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Year ended May 31, 1999:
Trade receivables:
Allowance for doubtful accounts $ 887 $ 0 $ 36 $ 211 $ 712
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Year ended May 31, 1998:
Trade receivables:
Allowance for doubtful accounts $ 744 $ 0 $ 196 $ 53 $ 887
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Year ended May 31, 1997:
Trade receivables:
Allowance for doubtful accounts $1,122 $ 0 $ 0 $ 378 $ 744
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Notes: (A) Write-off of trade receivables determined to be uncollectible against
the allowance for doubtful accounts.