0000902664-11-001056.txt : 20110617 0000902664-11-001056.hdr.sgml : 20110617 20110617124806 ACCESSION NUMBER: 0000902664-11-001056 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110617 DATE AS OF CHANGE: 20110617 SUBJECT COMPANY: 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: 1007 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39056 FILM NUMBER: 11917844 BUSINESS ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 BUSINESS PHONE: 2053443000 MAIL ADDRESS: STREET 1: 150 W CHURCH ST CITY: MARYVILLE STATE: TN ZIP: 37801 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1800 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D 1 p11-1294sc13d.htm RUBY TUESDAY, INC. p11-1294sc13d.htm

SECURITIES AND EXCHANGE COMMISSION
  
Washington, D.C. 20549
  
_______________
  
   
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ___)*
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Ruby Tuesday, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
781182100
(CUSIP Number)
 
Steven J. Pully
Carlson Capital, L.P.
2100 McKinney Avenue
Dallas, TX 75201
(214) 932-9600
 
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
June 7, 2011
(Date of Event which Requires Filing of this Schedule)
 
(Page 1 of 12 Pages)
--------------------------
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 2 of 12 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
(ENTITIES ONLY)
Double Black Diamond Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,071,255
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,071,255
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,071,255
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14
TYPE OF REPORTING PERSON
CO



 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 3 of 12 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
(ENTITIES ONLY)
Black Diamond Offshore Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
178,745
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
178,745
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
178,745
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14
TYPE OF REPORTING PERSON
CO


 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 4 of 12 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
(ENTITIES ONLY)
Carlson Capital, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,250,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,250,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,250,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14
TYPE OF REPORTING PERSON
PN


 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 5 of 12 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
(ENTITIES ONLY)
Asgard Investment Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,250,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,250,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,250,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14
TYPE OF REPORTING PERSON*
CO


 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 6 of 12 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 
(ENTITIES ONLY)
Clint D. Carlson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) x
(b) ¨
3
SEC USE ONLY
4
SOURCE OF FUNDS
AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
3,250,000
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
3,250,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,250,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14
TYPE OF REPORTING PERSON*
IN



 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 7 of 12 Pages

 

On June 16, 2011, the Reporting Persons (as defined in Item 2) entered into an Amended and Restated Group Agreement (the "Group Agreement") with Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A. Drapkin (together, the "Becker Drapkin Parties") and Michael Brodsky ("Mr. Brodsky"). As a result of entering into the Group Agreement, the Reporting Persons, Becker Drapkin Parties and Mr. Brodsky may be deemed to be a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934. The security interests reported in this statement on Schedule 13D (this "Schedule 13D") do not include security interests owned by the Becker Drapkin Parties or Mr. Brodsky. The Becker Drapkin Parties and Mr. Brodsky are filing a separate statement on Schedule 13D to report their beneficial ownership of the common stock, par value $0.01 per share, of Ruby Tuesday, Inc., a Georgia corporation (the "Issuer") (the "Common Stock"). This Schedule 13D only reports information on the Reporting Persons identified in Item 2 of this Schedule 13D and does not report any acquisition or disposition of Common Stock by the Becker Drapkin Parties or Mr. Brodsky.
 
Item 1.
SECURITY AND ISSUER.

This Schedule 13D relates to the Common Stock of the Issuer. The address of the Issuer's principal executive office is 150 West Church Avenue, Maryville, Tennessee 37801.

Item 2.
IDENTITY AND BACKGROUND.

(a) This Schedule 13D is filed by: (i) Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), (ii) Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore" and together with Double Offshore, the "Funds"), (iii) Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital"), (iv) Asgard Investment Corp., a Delaware corporation ("Asgard") and (v) Clint D. Carlson ("Mr. Carlson" and together with the Funds, Carlson Capital and Asgard, the "Reporting Persons"). The name, citizenship, present principal occupation or employment and business address of each director and executive officer of Asgard are set forth in Appendix A attached hereto.
 
(b) The principal business address of each of the Reporting Persons is 2100 McKinney Avenue, Suite 1800, Dallas, TX.
 
(c) The principal business of the Funds is to invest in securities. The principal business of Carlson Capital is serving as the investment manager to the Funds and to certain managed accounts. The principal business of Asgard is indirectly serving as the general partner of Carlson Capital. The present principal occupation of Mr. Carlson is serving as President of Asgard and Carlson Capital.
 
(d) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) None of the Reporting Persons or persons listed on Appendix A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f) Mr. Carlson is a citizen of the United States.
 
 
 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 8 of 12 Pages

 
 
Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Persons used approximately $33,614,484.46 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.
 
The source of the funds used to acquire the Common Stock reported herein is the working capital of the Funds and margin borrowings described in the following sentence. Such shares are held by the Reporting Persons in commingled margin accounts, which may extend margin credit to the Reporting Persons from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein.
 
Item 4.
PURPOSE OF THE TRANSACTION.

The Reporting Persons originally purchased the Common Stock based on their belief that the shares of Common Stock, when purchased, were undervalued and represented an attractive investment opportunity.
 
On June 1, 2011, Becker Drapkin Partners (QP), L.P. and Becker Drapkin Partners, L.P. (the "Nominating Parties"), in compliance with the bylaws of the Issuer, delivered to the Vice President, General Counsel and Secretary of the Issuer their formal notice of intent to nominate directors at the 2011 annual meeting of stockholders of the Issuer (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") (the "Notice"). The Notice states that the Nominating Parties intend to nominate for election to the Board of Directors (the “Board”) of the Issuer: (i) Steven R. Becker, (ii) Michael Brodsky and (iii) Matthew A. Drapkin (each a "Nominee" and together, the "Nominees"). The foregoing description of the Notice in this Schedule 13D is qualified in its entirety by reference to the full text of the Notice, which is filed as Exhibit 1 to this Schedule 13D and is incorporated herein by reference.
 
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and in connection therewith, intend to discuss with the Issuer ways in which such undervaluation can be rectified. The Reporting Persons also intend to engage the Issuer in discussions regarding the assets, business, strategy, financial condition and/or operations of the Issuer and how to maximize shareholder value. Subject to applicable law and regulations, and depending upon certain factors, including without limitation, general market and investment conditions, the financial performance and strategic direction of the Issuer and the availability of shares of Common Stock at prices that would make the purchase of such shares desirable, the Reporting Persons may, among other things, increase their position in the Issuer through the purchase of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons deem advisable.  In addition, the Reporting Persons may, from time to time and at any time, acquire additional common shares and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities") in the open market or otherwise. The Reporting Persons reserve the right to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.
 
In addition, based on the above discussions with the Issuer and subject to the factors described above, the Reporting Persons may have discussions with other stockholders and potential nominees to the Board, including with respect to the Nominees proposed by the Nominating Parties in the Notice, make proposals to the Issuer concerning changes to the strategy, capitalization, ownership structure, operations or Articles of Incorporation or Bylaws of the Issuer, or change their intention with respect to any and all matters referred to in this Item 4.
 
 
 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 9 of 12 Pages

 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein.
 
Pursuant to the Group Agreement, the Reporting Persons have agreed to coordinate their actions with the Becker Drapkin Parties and Mr. Brodsky with respect to the foregoing and may be deemed to have formed a “group” pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934
 

Item 5.
INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b)
 
The Reporting Persons may be deemed to beneficially own in the aggregate 3,250,000 shares of Common Stock. Based upon a total of 65,097,871 shares of Common Stock outstanding as of April 7, 2011, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 11, 2011, the Reporting Persons' shares represent approximately 5.0% of the outstanding shares of Common Stock.
 
On June 16, 2011, the Reporting Persons entered into the Group Agreement with the Becker Drapkin Parties and Mr. Brodsky (together with the Reporting Persons, the "Group"). Collectively, the Group may be deemed to beneficially own 4,143,900 shares of Common Stock (which includes 200,000 shares of Common Stock underlying over-the-counter American-style call options exercisable until October 22, 2011), representing approximately 6.4% of the outstanding shares of Common Stock. The Reporting Persons each disclaim beneficial ownership of any shares of Common Stock beneficially owned by any Becker Drapkin Party or Mr. Brodsky.
 
Carlson Capital, Asgard and Mr. Carlson have the power to vote and direct the disposition of (i) the 3,071,255 shares of Common Stock reported herein as owned by Double Offshore and (ii) the 178,745 shares of Common Stock reported herein as owned by Offshore.
 
(c)  Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Appendix B hereto and is incorporated herein by reference.
 
(d)  Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.
 
        (e)  Not applicable.

Item 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

On June 16, 2011, the Becker Drapkin Parties, Mr. Brodsky and the Reporting Persons entered into the Group Agreement pursuant to which they agreed, among other things, to (i) generally consult with each other with respect to the purchase or sale of shares of Common Stock, (ii) coordinate their actions with respect to any discussions with the Issuer regarding the Issuer’s assets, business, capitalization, corporate governance, financial condition or operations, (iii) not acquire any securities of the Issuer if as a result the Group would be deemed to have beneficial ownership of 10% or more of any class of the outstanding equity of the Issuer without the prior agreement of BD Management, or its representatives, and Carlson Capital, or its representatives, (iv) share certain expenses incurred in connection with the foregoing and (v) the payment by Carlson Capital of certain fees to BD Management based upon their profits from their holdings of Common Stock.  The foregoing description of the Group Agreement in this Schedule 13D is qualified in its entirety by reference to the full text of the Group Agreement, which is filed as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.
 
 
 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 10 of 12 Pages

 
 
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached hereto as Exhibit 3 and is incorporated by reference herein.
 
Except as set forth herein, there are no contracts, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the Common Stock
 

Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Exhibit
Description
1
Notice, dated June 1, 2011, from Becker Drapkin Partners (QP), L.P. and Becker Drapkin Partners, L.P. to the Vice President, General Counsel and Secretary of Ruby Tuesday, Inc.
   
2
Group Agreement, dated June 16, 2011, by and among Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker, Matthew A. Drapkin, Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd., Carlson Capital, L.P., Asgard Investment Corp., Clint D. Carlson and Michael Brodsky.
   
3
Joint Filing Agreement, dated June 17, 2011.
 

 
 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page 11 of 12 Pages

 
 


SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  June 17, 2011

   
DOUBLE BLACK DIAMOND OFFSHORE LTD.
       
 
By:
Carlson Capital, L.P.,
its investment manager
       
       
 
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
       
       
   
BLACK DIAMOND OFFSHORE LTD.
       
 
By:
Carlson Capital, L.P.,
its investment manager
       
     
   By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
       
       
   
CARLSON CAPITAL, L.P.
       
     
 
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
   
Title:
President
       
     


 
 
 
CUSIP No.  781182100
 
SCHEDULE 13D
Page12 of 12 Pages



   
ASGARD INVESTMENT CORP.
       
     
 
By:
/s/ Clint D. Carlson
       
   
Name:
Clint D. Carlson
   
Title:
President
       
     
 
By:
/s/ Clint D. Carlson
   
Name:
Clint D. Carlson
       


 
 
 
 
Appendix A
 
DIRECTORS AND EXECUTIVE OFFICERS OF ASGARD

The following sets forth the name, position and principal occupation of each director and executive officer of Asgard Investment Corp. Except as otherwise indicated, the business address of each director and officer is 2100 McKinney Avenue, Suite 1800, Dallas, TX. To the best of the Reporting Persons' knowledge, except as set forth in this Schedule 13D, none of the directors or executive officers of Asgard Investment Corp. owns any Common Stock.
 
Name
Position
Principal Occupation
Citizenship
Clint Carlson
Director/President
Investment Manager
United States
Nancy Carlson
Secretary/Treasurer
Executive
United States


 
 
 

Appendix B
 
TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK BY THE REPORTING
PERSONS IN THE PAST SIXTY DAYS
 
The following tables set forth all transactions in the shares of Common Stock effected in the past sixty days by any of the Reporting Persons, as applicable. All such transactions
 

Double Black Diamond Offshore Ltd.
     
Trade Date
Amount Purchased (Sold)
Price per Share ($)
04/18/11
3,875
10.9506
04/19/11
3,213
10.8101
04/21/11
25,042
10.9303
04/27/11
38,651
10.5529
04/28/11
14,931
10.5225
05/10/11
(1,985)
10.5762
05/11/11
(2,741)
10.3992
05/12/11
(5,953)
10.4586
05/13/11
10,022
10.4361
05/13/11
23,093
10.5057
05/13/11
16,025
10.5315
05/13/11
60,764
10.4708
05/16/11
66,150
10.4808
05/16/11
113,306
10.4742
05/17/11
11
10.48
05/17/11
29,001
10.3763
05/17/11
40
10.59
05/17/11
5,387
10.4672
05/17/11
100,933
10.5228
05/17/11
92,137
10.4255
05/17/11
48
10.64
05/18/11
23,625
10.56
05/18/11
37,989
10.5655
05/18/11
61,992
10.5646
05/18/11
12
10.69
05/18/11
29,378
10.5968
05/19/11
79,852
10.7677
05/19/11
8,128
10.6907
05/19/11
1,437
10.7496
05/19/11
30,524
10.6754
05/19/11
32
10.89
05/19/11
30,094
10.8436
05/20/11
92,042
10.8669
05/20/11
57
10.97
05/20/11
139,189
10.9055
05/20/11
14,412
10.8
05/23/11
3,402
10.8329
05/23/11
62,937
10.7783
05/23/11
82
10.82
05/23/11
44,900
10.8078
05/24/11
210,735
10.6
05/24/11
94,501
10.62
 
 
 
 
 
 
 
05/24/11
64,921
10.574
05/25/11
16,570
10.5517
05/25/11
91
10.7236
05/25/11
40,134
10.7143
05/26/11
24,287
10.8215
05/27/11
39,273
10.8132
05/27/11
94
10.8
05/27/11
94
10.8473
05/27/11
37,084
10.8441
05/31/11
118,125
10.5981
05/31/11
88,263
10.594
06/01/11
21,524
10.2031
06/01/11
81,836
10.1515
06/03/11
71,820
9.7078
06/06/11
118,125
9.7572
06/06/11
22,680
9.8169
06/07/11
727
9.8365
06/07/11
397
9.8929
06/07/11
94,499
9.8309
06/07/11
103,155
9.8229
06/07/11
50,630
9.8394
06/08/11
14,270
9.7279
06/08/11
189
9.69
06/08/11
80,041
9.6158
06/09/11
99,171
9.5755
06/09/11
42,579
9.5453
06/10/11
662
9.3857
06/13/11
78,624
9.5878
06/13/11
33,075
9.5925
06/14/11
1,418
10
06/14/11
38,846
10.0518
06/14/11
54,236
10.0171
06/15/11
94,500
9.9512
06/16/11
2,835
9.976
06/16/11
11,340
9.9537
     
Black Diamond Offshore Ltd.
    
     
Trade Date
Amount Purchased (Sold)
Price per Share ($)
 04/18/11  225 10.9506
 04/19/11  187 10.8101
04/21/11 1,458 10.9303
04/27/11
2,249
10.5529
04/28/11
869
10.5225
05/10/11
(115)
10.5762
05/11/11
(159)
10.3992
05/12/11
(347)
10.4586
05/13/11
584
10.4361
05/13/11
1,343
10.5057
05/13/11
933
10.5315
05/13/11
3,536
10.4708
05/16/11
3,850
10.4808
05/16/11
6,594
10.4742
05/17/11
1
10.48
05/17/11
1,687
10.3763
 
 
 
  2
 
 
 
05/17/11
3
10.59
05/17/11
313
10.4672
05/17/11
5,874
10.5228
05/17/11
5,363
10.4255
05/17/11
2
10.64
05/18/11
1,375
10.56
05/18/11
2,211
10.5655
05/18/11
3,608
10.5646
05/18/11
1,710
10.5968
05/19/11
4,648
10.7677
05/19/11
472
10.6907
05/19/11
84
10.7496
05/19/11
1,776
10.6754
05/19/11
2
10.89
05/19/11
1,751
10.8436
05/20/11
5,358
10.8669
05/20/11
3
10.97
05/20/11
8,101
10.9055
05/20/11
838
10.8
05/23/11
198
10.8329
05/23/11
3,663
10.7783
05/23/11
5
10.82
05/23/11
2,613
10.8078
05/24/11
12,265
10.6
05/24/11
5,499
10.62
05/24/11
3,779
10.574
05/25/11
964
10.5517
05/25/11
6
10.7236
05/25/11
2,335
10.7143
05/26/11
1,413
10.8215
05/27/11
2,285
10.8132
05/27/11
6
10.8
05/27/11
5
10.8473
05/27/11
2,159
10.8441
05/31/11
6,875
10.5981
05/31/11
5,137
10.594
06/01/11
1,252
10.2031
06/01/11
4,764
10.1515
06/03/11
4,180
9.7078
06/06/11
6,875
9.7572
06/06/11
1,320
9.8169
06/07/11
41
9.8365
06/07/11
23
9.8929
06/07/11
5,501
9.8309
06/07/11
6,005
9.8229
06/07/11
2,946
9.8394
06/08/11
830
9.7279
06/08/11
11
9.69
06/08/11
4,659
9.6158
06/09/11
5,772
9.5755
06/09/11
2,478
9.5453
 
 
 
3
 
 
 
06/10/11
38
9.3857
06/13/11
4,576
9.5878
06/13/11
1,925
9.5925
06/14/11
83
10
06/14/11
2,260
10.0518
06/14/11
3,157
10.0171
06/15/11
5,500
9.9512
06/16/11
165
9.976
06/16/11
660
9.9537


 
 4
 


EXHIBIT 1
 

NOMINATION NOTICE
 
 [See attached]
 

 
 
 

Becker Drapkin Management, L.P.
300 Crescent Court
Suite 1111
Dallas, Texas 75201

VIA FACSIMILE AND UNITED STATES MAIL

June 1, 2011

Attn: Samuel E. Beall III, Chief Executive Officer
Ruby Tuesday, Inc.
150 West Church Avenue
Maryville, TN 37801
Facsimile: (865) 379-6826

Re:
Director Nominees for 2011 Annual Meeting of Ruby Tuesday, Inc.

Dear Mr. Beall,

Earlier today in our capacity as shareholders of Ruby Tuesday, Inc., funds managed by us set forth their intent to nominate three people for election to the Board of Directors of Ruby Tuesday at its next Annual Meeting.  These nominations were made pursuant to the requirements set forth in Ruby Tuesday’s Articles of Incorporation.  We believe these nominees would make excellent additions to the Ruby Tuesday Board and would welcome the opportunity to meet with you in Tennessee, Dallas or New York City to discuss these nominations.

We feel that the Company is tremendously undervalued by the market; our conviction is reflected in our substantial shareholdings in Ruby Tuesday.  Becker Drapkin is a long-term investor with a history of working amicably and constructively with the management teams of a number of our investments to realize value; we have personally joined the boards of directors on a number of these investments.  At the appropriate time we would be happy to facilitate conversations with references should you wish to learn more about us.

We look forward to the opportunity to meet with you.

Sincerely,

 
/s/ Steven R. Becker
 
Steven R. Becker
 
Becker Drapkin Management, L.P.
   
 
/s/ Matthew A. Drapkin
 
Matthew A. Drapkin
 
Becker Drapkin Management, L.P.
Enclosure
cc:           James A. Haslam, III



 
 
 

Becker Drapkin Partners (QP), L.P. and Becker Drapkin Partners, L.P.
300 Crescent Court
Suite 1111
Dallas, TX 75201
 

VIA FACSIMILE AND UNITED STATES MAIL

June 1, 2011

Attn: Scarlett May, Vice President, General Counsel and Secretary
Ruby Tuesday, Inc.
150 West Church Avenue
Maryville, TN 37801
Facsimile: (865) 379-6826

Notice to the Corporate Secretary
 
Becker Drapkin Partners (QP), L.P., a Texas limited partnership (“Becker Drapkin QP”), and Becker Drapkin Partners, L.P., a Texas limited partnership (“Becker Drapkin, L.P.” and with Becker Drapkin QP, the “Record Holders”), hereby notify you, pursuant to Section (a)(4) of Article VII of the Articles of Incorporation (the “Articles”) of Ruby Tuesday, Inc., a Georgia corporation (the “Company”), that they intend to nominate three (3) persons for election to the Board of Directors of the Company (the “Board”) at the 2011 Annual Meeting of Stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

This letter, including the exhibits and annexes attached hereto, is referred to herein as this “Notice”.  The persons the Record Holders intend to nominate for election to the Board at the Annual Meeting are Steven R. Becker, Michael Brodsky and Matthew A. Drapkin (each a “Nominee” and collectively, the “Nominees”).  The Record Holders believe that the Board has fixed the number of directors at eight (8), with three (3) directors constituting a class with a term ending at the Annual Meeting.  To the extent that the Company might purport to increase the size of the Board beyond eight (8) directors and/or the number of directors belonging to the class with a term ending at the Annual Meeting beyond three (3) directors, the Record Holders reserve the right to nominate additional nominees for election to the Board at the Annual Meeting.  Any additional nominations made pursuant to the preceding sentence would be without prejudice to the issue of whether such attempt by the Company to increase the size of the Board and/or the number of directors belonging to the class with a term ending at the Annual Meeting was valid under the circumstances.

Pursuant to Section (a)(4) of Article VII of the Articles, the undersigned hereby set forth the following:

1.  
The business address of the Record Holders, as we believe it appears on the Company’s books, is 300 Crescent Court, Suite 1111, Dallas, TX 75201.  The business address of Mr. Becker and Mr. Drapkin is 300 Crescent Court, Suite 1111, Dallas, TX 75201.  The business address of Mr. Brodsky is 1740 N St. NW, Washington, DC 20036.
 
 
 
 2
 

 
2.  
Becker Drapkin QP represents that it is the holder of record of 850 shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) which are entitled to vote at the Annual Meeting.  Becker Drapkin, L.P. represents that it is the holder of record of 150 shares of Common Stock which are entitled to vote at the Annual Meeting.  The Record Holders represent that they intend to appear in person or by proxy at the Annual Meeting to nominate the Nominees.

3.  
Mr. Becker and Mr. Drapkin are the Co-Managing Members of BC Advisors, LLC (“BC Advisors”), which is the general partner of Becker Drapkin Management, L.P. (“BD Management”).  BD Management is the investment manager for and general partner of the Record Holders.  Mr. Becker and Mr. Drapkin are parties to that certain Group Agreement dated May 13, 2011, by and among the Record Holders, BD Management, BC Advisors, Double Black Diamond Offshore Ltd. (“Double Black Diamond”), Black Diamond Offshore Ltd. (“Black Diamond”), Carlson Capital, L.P. (“Carlson Capital”), Asgard Investment Corp. (“Asgard”) and Clint D. Carlson (“Carlson” and collectively with such other parties thereto, the “Group Members”) and attached as Annex A hereto (the “Group Agreement”).  Pursuant to the Group Agreement, the Group Members have agreed that the Group Members will coordinate their actions with respect to certain discussions with the Company, including discussions related to this Notice.  Other than the foregoing and as described in this Notice, there are no arrangements or understandings between the Record Holders and any of the Nominees and any other person pursuant to which the nomination of the Nominees is to be made by the Record Holders.

4.  
Information regarding each Nominee required to be disclosed pursuant to Section (a)(4)(D) of Article VII of the Articles is set forth in Exhibit A and Exhibit B hereto.

5.  
Annex B hereto sets forth each Nominee’s written consent to serve as a director of the Company if so elected.

In addition to the foregoing, the undersigned sets forth the following information described in Section II.9(e) of the Bylaws, as amended, of the Company (the “Bylaws”), without prejudice to the issue of whether any such information is required to be disclosed to properly nominate the Nominees: 

1.  
The Record Holders intend to nominate the Nominees for election at the Annual Meeting because the Record Holders believe the Nominees have the qualifications and experience required to be successful members of the Board.
 

 
 
  3
 
 
 
 
2.  
Becker Drapkin QP directly beneficially owns and has the power to vote or to direct the vote of 174,485 shares of Common Stock and 1,743 call options, exercisable for 174,300 shares of Common Stock.  Becker Drapkin, L.P. directly beneficially owns and has the power to vote or to direct the vote of 30,315 shares of Common Stock and 257 call options, exercisable for 25,700 shares of Common Stock.  Such shares and call options directly beneficially owned by Becker Drapkin QP or Becker Drapkin, L.P. are referred to as the “Record Holders Shares”.  BD Partners III, L.P. (“BD Partners III”), of which BD Management is also the investment manager and general partner, directly beneficially owns and has the power to vote or to direct the vote of 35,600 shares of Common Stock, and BD Management, through a separate managed account on behalf of an investment advisory client (the “Managed Account”), beneficially owns and has the power to vote or to direct the vote of 337,700 shares of Common Stock; however, the Record Holders disclaim beneficial ownership of any shares of Common Stock beneficially owned by BD Partners III or BD Management.  Pursuant to the Group Agreement, the Group Members may be deemed to be a “group” pursuant to Rule 13d−5(b)(1) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and the Record Holders may be deemed to beneficially own 2,645,900 shares of Common Stock and 2,000 call options exercisable for 200,000 shares of Common Stock beneficially owned by the Group Members (the “Group Shares”); however, the Record Holders disclaim beneficial ownership of the Group Shares (other than the Record Holders Shares).  Other than as disclosed in this Notice, the Record Holders do not hold any other securities or rights described under Section II.9(e)(iii) of the Bylaws.

3.  
In any proxy statement filed by the Record Holders, the Record Holders, the Nominees, BD Partners III and the other Group Members along with their respective affiliates may be considered “Participants” under the Exchange Act and the rules related to proxy statements promulgated thereunder.

4.  
Other than as disclosed in this Notice, the Participants do not have any financial or other material interest in the nomination or election of the Nominees to the Board.
 
 
5.  
It is anticipated that certain regular employees of the applicable Participants would also participate in the solicitation of proxies in support of the Nominees. Such employees would receive no additional consideration if they assist in the solicitation of proxies. It is anticipated that proxies would be solicited by mail, courier services, Internet advertising, e-mail, telephone, facsimile or in person.  The Participants may retain the services of a professional services firm for consulting and analytic services and solicitation services in connection with the solicitation of proxies.  The terms of such engagement, the anticipated costs involved in the solicitation and number of employees or other agents to be employed would be finalized only when such firm is selected and engaged.  It is anticipated that the costs related to this solicitation of proxies, including expected expenditures for attorneys, accountants, public relations and financial advisors, proxy solicitors, advertising, printing, transportation and related expenses would be borne by the Participants; however, the Participants may seek reimbursement from the Company for such expenses.

6.  
The business addresses of the Record Holders and the Nominees are as set forth above.  The business address of BD Management, BD Partners III and BC Advisors is 300 Crescent Court, Suite 1111, Dallas, TX 75201.  The business addresses of Double Black Diamond, Black Diamond, Carlson Capital, Asgard and Carlson is 2100 McKinney Avenue, Dallas, TX 75201.
 
 4
 
 
7.  
The principal business of the Record Holders and BD Partners III (collectively, the “Becker Drapkin Funds”) is acquiring and holding securities for investment purposes.  The principal business of BD Management is acting as the general partner of, and investment manager for, the Becker Drapkin Funds and the Managed Account.  The principal business of BC Advisors is serving as the general partner of BD Management.  The principal business of Double Black Diamond and Black Diamond is acquiring and holding securities for investment purposes.  The principal business of Carlson Capital is serving as investment manager to Double Black Diamond and Black Diamond.  The principal business of Asgard is serving as the general partner of Carlson Capital.  The principal business of Carlson is serving as president of Asgard.  The principal business of each of the Nominees is disclosed in Exhibit B.

8.  
None of the Participants have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years.

9.  
BD Partners III directly beneficially owns and has the power to vote or to direct the vote of 35,600 shares of Common Stock.  BD Management beneficially owns and has the power to vote or to direct the vote of 337,700 shares of Common Stock held in the Managed Account.  Double Black Diamond directly beneficially owns and has the power to vote or to direct the vote of 1,954,076 shares of Common Stock.  Black Diamond directly beneficially owns and has the power to vote or to direct the vote of 113,724 shares of Common Stock.  Pursuant to the Group Agreement, each Group Member may be deemed to beneficially own the Group Shares; however, each Participant disclaims beneficial ownership of the Group Shares (other than those shares directly held by such Participant).

10.  
Information with respect to the securities of the Company purchased or sold by the Participants within the past two years is set forth on Exhibit C hereto.

11.  
The shares listed on Exhibit C were purchased by Double Black Diamond, Black Diamond and Carlson Capital, using borrowed funds pursuant to a margin account (the amount of indebtedness is $15,820,270 with respect to Double Black Diamond and $924,287 with respect to Black Diamond).  Other than such shares, no part of the purchase price or market value of any of the securities specified on Exhibit C hereto is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.
 
  5
 
 
12.  
The Record Holders and the other Group Members have entered into the Group Agreement which provides that (i) the Group Members will coordinate their actions with respect to certain discussions with the Company, including discussions related to this Notice, (ii) the Group Members will generally consult with each other regarding all purchases and sales of securities of the Company and (iii) Carlson Capital will pay BD Management a performance-based fee.  Other than as described in this Notice, none of the Participants are, or were within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses, or the giving or withholding of proxies.

13.  
None of the Participants’ associates own beneficially, directly or indirectly, any securities of the Company.

14.  
The Participants do not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company.

15.  
There is no transaction, or series of similar transactions, since June 2, 2010, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which the Participants or any associate of the Participants, or any member of the immediate family of the Participants or of any associate of the Participants, had, or will have, a direct or indirect material interest.

16.  
Neither the Participants nor any associate of the Participants have any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party.

In addition to the foregoing, the undersigned sets forth the following information without prejudice to the issue of whether any such information is required to be disclosed to properly nominate the Nominees:

The Record Holders believe that (i) each Nominee meets the criteria that the Company’s Nominating and Governance Committee observes as guidelines in considering potential candidates, including that the nominees would be considered independent directors under the NYSE standard and the Company’s Categorical Standards for Director Independence; (ii) each Nominee is an individual of the highest character and integrity and has an inquiring mind, vision and the ability to work well with others; (iii) each Nominee is free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director; (iv) each Nominee possesses substantial and significant experience that would be of particular importance to the Company in the performance of the duties of a director; (v) each Nominee has sufficient time available to devote to the affairs of the Company in the performance of the duties of a director and (vi) each Nominee has the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily a special interest group or constituency.

We trust that this Notice complies in all respects with the Articles, Bylaws and applicable law.  If the Company believes this Notice is incomplete or otherwise deficient in any respect, please contact us immediately so that any alleged deficiencies may be promptly addressed.

If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, then in addition to any other rights or remedies the Record Holders may have, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement nominee(s) selected by the Record Holders.

[Signature page follows.]



 
  6
 

Sincerely,

 
Becker Drapkin Partners (QP), L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Matthew A. Drapkin
       
Name: Matthew A. Drapkin
       
Title: Co-Managing Member

 
Becker Drapkin Partners, L.P.
 
 
  
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
     
     
By:
/s/ Matthew A. Drapkin
       
Name: Matthew A. Drapkin
       
Title: Co-Managing Member

 
 
 

Annex A
 
Group Agreement
 


 
 
 
 

GROUP AGREEMENT
 
This Group Agreement is made as of May 13, 2011 (this “Agreement”), by and among (i) Becker Drapkin Management, L.P. (“BD Management”); Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (together, the “BD Parties”), on the one hand, and (ii) Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P. (“Carlson Capital”); Asgard Investment Corp.; and Clint D. Carlson (together, the “Carlson Parties,” and collectively with the BD Parties, the “Group”), on the other.
 
WHEREAS, certain of the undersigned are stockholders, direct and/or beneficial, of stock of Ruby Tuesday, Inc., a Georgia corporation (the “Company”); and
 
WHEREAS, the members of the Group wish to enter into this Agreement pertaining to their investments in, and activities related to, the Company and its Securities (as defined below).
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:
 
1.  (a) The BD Parties and the Carlson Parties agree to (i) coordinate their actions with respect to any discussions with the Company regarding the Company’s assets, business, capitalization, financial condition or operations and (ii) generally consult with each other regarding all purchases and sales of Securities of the Company by them or  their affiliates. “Securities” shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company.
 
 (b) Furthermore, so long as this Agreement is in effect, (i) none of the parties shall acquire Securities of the Company if as a result the Group would be deemed to have beneficial ownership of 10% or more of any class of the outstanding equity of the Company without the prior agreement of BD Management, or its representatives, and Carlson Capital, or its representatives and (ii) each of the BD Parties and the Carlson Parties shall provide written notice to the other of (x) all of its purchases or sales of Securities of the Company; and (y) any Securities of the Company over which it acquires or disposes of beneficial ownership, no later than 24 hours after each such transaction.
 
2.  Each of the BD Parties and the Carlson Parties shall pay its pro rata portion of all expenses, including legal expenses, incurred in connection with the Group’s activities based on its relative Security ownership, except that each party shall be subject to its own expenses for any regulatory filings (including without limitation any filing with the Securities and Exchange Commission required by Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) reporting ownership of Securities.
 
3.  Each member of the Group agrees that any filing with the Securities and Exchange Commission (including without limitation any filing required by Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended), press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be jointly approved by the BD Parties and the Carlson Parties, as the case may be, which approval shall not be unreasonably withheld or delayed.
 
 
 
 
 
 
4.  The relationship of the parties hereto shall be limited to carrying on the activities of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Except as otherwise expressly provided herein, nothing herein shall restrict any party’s right to purchase or sell Securities, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.  Each member of the Group retains sole discretion over acquisitions and dispositions of, and voting authority over, the Securities that such member of the Group holds or beneficially owns.
 
5. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
6. This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York.  If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent.  In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
7. Any party hereto may terminate his/its obligations under this Agreement on 24 hours written notice to all other parties.  This Agreement will automatically terminate on the date that is 30 days after the date that no member of the Group owns any Securities of the Company.  Notwithstanding the foregoing, the obligations of the Carlson Parties under paragraph 8 shall survive termination pursuant to this paragraph 7.
 
8. Carlson Capital agrees to pay BD Management 10% of any realized gains on Securities directly held or beneficially owned by any Carlson Party or affiliate thereof and acquired prior to the termination of this Agreement (a) net of brokerage expenses and all expenses allocable to the Carlson Parties pursuant to this Agreement, or otherwise incurred by the Carlson Parties in connection with the Carlson Parties' investment in the Securities and (b) as adjusted positively or negatively for any realized gain or realized loss on any hedging arrangement relating to the Securities, provided that (x) in no event shall BD Management be required to make any payment to Carlson Capital pursuant to this paragraph 8 and (y) for purposes of this paragraph 8, the original purchase price for any Securities acquired by a Carlson Party or affiliate thereof prior to the date hereof shall be deemed to be the last reported sale price of such Security as of the date hereof reported by the principal exchange on which such Security is traded.  For the avoidance of doubt, dividends paid with respect to Securities are included in “realized gains” for purposes of this Agreement.  Carlson Capital shall timely provide BD Management an accounting of the required calculations under this paragraph 8 if so requested by BD Management.
 
9. Each of the parties hereto agrees that this Agreement shall be filed as an exhibit to a Schedule 13D filed by either Carlson Capital or BD Management.  Each of the parties hereto acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
 
 
2
 
 
10. This Agreement shall be binding upon any affiliated person of any of the parties hereto who becomes or may be deemed to have become the beneficial owner of any Securities, unless otherwise terminated by such affiliated person.  Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto. This Agreement supersedes any prior written agreements among the parties.
 

 
[SIGNATURE PAGE FOLLOWS]
 

 
 
 

IN WITNESS WHEREOF, each of the parties hereto has caused this Group Agreement to be executed as of the date first written above.
 
 
DOUBLE BLACK DIAMOND OFFSHORE LTD.
 
 
  
 
By:
Carlson Capital, L.P., its investment manager
       
   
By:
Asgard Investment Corp., its general partner
     
     
By:
/s/ Clint D. Carlson
       
Name: Clint D. Carlson
       
Title: President
     
 
BLACK DIAMOND OFFSHORE LTD.
 
 
  
 
By:
Carlson Capital, L.P., its investment manager
       
   
By:
Asgard Investment Corp., its general partner
     
     
By:
/s/ Clint D. Carlson
       
Name: Clint D. Carlson
       
Title: President
         
 
CARLSON CAPITAL, L.P.
   
 
By:
Asgard Investment Corp., its general partner
     
   
By:
 /s/ Clint D. Carlson
   
Name: Clint D. Carlson
   
Title: President
     
 
ASGARD INVESTMENT CORP.
 
 
  
 
By:
/s/ Clint D. Carlson
   
Name: Clint D. Carlson
   
Title: President
     
 
CLINT D. CARLSON
     
  /s/ Clint D. Carlson
     
 
 
 
 
 
 
 
 
BECKER DRAPKIN MANAGEMENT, L.P.
 
 
  
 
By:
BC Advisors, LLC, its general partner
       
   
By:
 /s/ Steven R. Becker
     
Name: Steven R. Becker
     
Title: Co-managing Member
     
 
BECKER DRAPKIN PARTNERS (QP), L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
       
     
By:
/s/ Steven R. Becker
       
Name: Steven R. Becker
       
Title: Co-managing Member
     
 
BECKER DRAPKIN PARTNERS, L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
         
     
By:
 /s/ Steven R. Becker 
       
Name: Steven R. Becker
       
Title: Co-managing Member
     
 
BC ADVISORS, LLC
 
 
  
 
By:
 /s/ Steven R. Becker 
   
Name: Steven R. Becker
   
Title: Co-managing Member
     
 
STEVEN R. BECKER
     
  /s/ Steven R. Becker 
       
 
MATTHEW A. DRAPKIN
     
  /s/ Matthew A. Drapkin
     

 

     

 
 
 

Annex B

Consent of the Nominees


     

 
 
 

I hereby agree to serve as a director of Ruby Tuesday, Inc. if elected.

Date:   6/1/2011
  
 
/s/ Steven R. Becker
 
Signature
   
 
Steven R. Becker
   
 
Please type or print your name

     

 
 
 

I hereby agree to serve as a director of Ruby Tuesday, Inc. if elected.

Date:   6/1/2011
  
 
/s/ Michael Brodsky
 
Signature
   
 
Michael Brodsky
   
 
Please type or print your name


     

 
 
 

I hereby agree to serve as a director of Ruby Tuesday, Inc. if elected.

Date:   6/1/2011
  
 
/s/ Matthew A. Drapkin
 
Signature
   
 
Matthew A. Drapkin
   
 
Please type or print your name


     

 
 
 

Exhibit A

Except as set forth in this Notice, to the knowledge of the Record Holders as of the date hereof:

1.  
The Nominees are (i) Steven R. Becker, age 44, (ii) Michael Brodsky, age 43 and (iii) Matthew A. Drapkin, age 38.  Other than as described elsewhere in this Notice, no Nominee has any arrangement or understanding between him and any other person pursuant to which he was or is to be selected as a Nominee.

2.  
There exist no family relationships between any Nominee and any director or executive officer of the Company or other Nominee.

3.  
Each Nominee’s background, including his present principal occupation or employment, is set forth on Exhibit B.  None of the Nominees have held any occupation or employment with the Company or any corporation or organization that is or was a parent, subsidiary or other affiliate of the Company.  Each Nominee has the experience, qualifications, attributes and skills to serve as a successful director of the Company.

4.  
Mr. Becker is currently a member of the board of directors of Hot Topic, Inc. and Strategic Diagnostics, Inc. and was a member of the board of directors of Plato Learning, Inc. beginning in 2009 until its acquisition in 2010.  Mr. Brodsky is currently a member of the board of directors of Churchill Downs, Inc. and Selectica, Inc.  Mr. Drapkin is currently a member of the board of directors of Hot Topic, Inc. and Glu Mobile, Inc. and was a member of the board of directors of Plato Learning, Inc., beginning in 2009 until its acquisition in 2010, and Alloy Inc., from April 2010 until its acquisition in November 2010.

5.  
During the last ten years, none of the Nominees were involved in any of the events described in Item 401(f) of Regulation S-K and that are material to an evaluation of the ability or integrity of any such Nominee to become a director of the Company.

6.  
There is no transaction, or series of similar transactions, since June 2, 2010, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which any Nominee or any associate of any Nominee, or any member of the immediate family of any Nominee or of any associate of any Nominee, had, or will have, a direct or indirect material interest.

7.  
Based on a review of all Forms 3 and 4 filed by Mr. Becker, Mr. Brodsky and Mr. Drapkin with the SEC since June 2, 2010, none of the Nominees has filed any Form 3 or 4 after the date on which it was due to be filed or engaged in any transaction in the Company’s securities for which he failed to file a required form.  Each of the Nominees represents that he has not been required to file a Form 5.  Except as disclosed in Exhibit D, none of the Nominees own securities of the Company (or any parent or subsidiary of the Company), directly or indirectly, beneficially or of record, or has purchased or sold any securities of the Company within the past two years.  To the knowledge of the Nominees, no change of control of the Company has occurred since June 2, 2010.
 
 
 
A-1
 
 

 
8.  
Mr. Becker qualifies as an audit committee financial expert based on extensive experience in the finance industry, as detailed in Exhibit B.  Mr. Brodsky qualifies as an audit committee financial expert based on his extensive experience, as detailed in Exhibit B, including his experience as a Chief Financial Officer.  Mr. Drapkin qualifies as an audit committee financial expert based on the experience described in Exhibit B, including experience serving on the audit committee of Plato Learning, Inc.

9.  
None of the Nominees are officers or employees of the Company or has a relationship which, in the opinion of the Record Holders, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and each of them is an “independent director” as the term is defined under Section 303A of the NYSE Corporate Governance Rules, and is “independent” as that term is defined in the applicable rules and regulations promulgated by the SEC.  In addition, each of the Nominees is an “independent director” as defined by the Categorical Standards for Director Independence promulgated by the Company.

10.  
Other than as discussed in this Notice, no Nominee is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies.

11.  
There are no material proceedings in which any Nominee or any of their associates is a party adverse to the Company or any of its subsidiaries, or material proceedings in which any such Nominee or any such associate has a material interest adverse to the Company or any of its subsidiaries.

     

 
  A-2
 

 
Exhibit B

Steven R. Becker

Mr. Becker, age 44, has served as Managing Partner and founder of Becker Drapkin Management (previously known as Greenway Capital), a Dallas-based small cap investment fund, since September 2004.  Prior to founding Becker Drapkin, Mr. Becker was a partner at the Special Situations Funds, a New York City-based asset manager.  Mr. Becker joined Special Situations in April 1997 and ran the Special Situations Private Equity Fund from its inception until leaving to establish Becker Drapkin Management. Prior to joining Special Situations, Mr. Becker was a part of the distressed debt and leveraged equities research team at Bankers Trust Securities.  He began his career at Manley Fuller Asset Management in New York as a small cap analyst. Mr. Becker currently serves on the board of directors of Hot Topic, Inc., a publicly traded retailer, and Strategic Diagnostics, Inc., a publicly traded life sciences company, and previously served on the board of directors of Plato Learning, Inc., a publicly traded educational software company, until it was acquired in May 2010. Mr. Becker received a B.A. from Middlebury College and a J.D. from the University of Florida.  Based on his extensive experience in the financial industry and his service as a director for a variety of publicly-traded companies, we believe Mr. Becker is well-qualified to serve as a director of the Company.

Michael Brodsky

Mr. Brodsky, age 43, is the Co-Chief Executive Officer of Federated Sports + Gaming, Inc., a private company that develops sports and gaming brands through the integration of traditional and digital media.  Mr. Brodsky is currently serving on the boards of directors of Selectica, Inc., a public company that provides contract management and configuration software (elected October 2010) and Churchill Downs, Inc., a public company that owns and operates wagering properties and business (elected June 2010).  Mr. Brodsky was formerly Executive Chairman of Youbet.com, Inc., a public company that conducted advanced deposit wagering on horseracing via the Internet and telephone.  In June 2010, Youbet.com, Inc. completed its sale to Churchill Downs, Inc.  Prior to serving as Youbet.com’s Executive Chairman, Mr. Brodsky served as Youbet.com’s President and Chief Executive Officer from April 2008 to June 2009.  Mr. Brodsky served as a director for Youbet.com from 2007 until its sale in 2010.  Mr. Brodsky also managed New World Opportunity Partners, a public investment arm of the Chicago-based Pritzker family, where he was the managing partner beginning in 2005.  Mr. Brodsky also served as Chief Financial Officer of The Away Network from 1999 until 2005.  In 2005, when The Away Network was acquired by Orbitz.com and Cendant Corporation, Mr. Brodsky served as VP, Finance in Cendant’s Travel Distribution Services Division.  Mr. Brodsky earned a B.A. degree in Anthropology from Syracuse University, a J.D. from Northwestern University School of Law and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management.  Based on his extensive management and finance experience, as well as his service as a director for a variety of publicly-traded companies, we believe Mr. Brodsky is well-qualified to serve as a director of the Company.
 
 
 B-1 
 

Matthew A. Drapkin

Mr. Drapkin, age 38, has been a partner at Becker Drapkin Management since December 2009.  Previously, he served as head of research, special situations and private equity at ENSO Capital, a New York-based hedge fund, from March 2008 to October 2009.  From January 2003 to March 2008, Mr. Drapkin worked at MacAndrews & Forbes, a private investment firm, where he most recently served as the Senior Vice President, Corporate Development, responsible for sourcing, evaluating and executing investment opportunities.  Prior to MacAndrews, Mr. Drapkin was the general manager of several Condé Nast Internet sites and an investment banker at Goldman Sachs.  Mr. Drapkin currently serves on the board of directors of Hot Topic, Inc., a publicly traded retailer, and Glu Mobile Inc., a publicly traded publisher of mobile games, and previously served on the board of directors of Plato Learning, Inc., a publicly traded educational software company, until its acquisition in May 2010 and Alloy, Inc., a publicly traded media and marketing company, from April 2010 until its acquisition in November 2010.  Mr. Drapkin also serves on the Columbia Law School Board of Visitors. He has a B.A. in American History from Princeton University, an M.B.A., Finance from Columbia University School of Business and a J.D. from Columbia University School of Law.  Based on his extensive finance and investment experience, as well as his service as a director for a variety of publicly-traded companies, we believe Mr. Drapkin is well-qualified to serve as a director of the Company.


     
 
  B-2
 

Exhibit C

Record Holder of Shares
 
Date of Purchase or Sale
Amount Purchased (Sold)
Type of Security
Becker Drapkin QP
5/9/2011
1,7431
call options
5/9/2011
8,102
Common Stock
5/10/2011
10,976
Common Stock
5/11/2011
30,489
Common Stock
5/12/2011
49,653
Common Stock
5/13/2011
32,928
Common Stock
5/16/2011
17,422
Common Stock
5/17/2011
14,199
Common Stock
5/18/2011
9,583
Common Stock
5/19/2011
1,133
Common Stock
Becker Drapkin, L.P.
5/9/2011
2572
call options
5/9/2011
1,198
Common Stock
5/10/2011
1,624
Common Stock
5/11/2011
4,511
Common Stock
5/12/2011
7,347
Common Stock
5/13/2011
4,872
Common Stock
5/16/2011
2,578
Common Stock
5/17/2011
2,101
Common Stock
5/18/2011
1,417
Common Stock
5/19/2011
167
Common Stock
5/26/2011
4,500
Common Stock
BD Partners III
5/27/2011
14,000
Common Stock
5/27/2011
11,100
Common Stock
5/31/2011
4,000
Common Stock
5/31/2011
6,500
Common Stock
BD Management (Managed Account)
5/9/2011
9,300
Common Stock
5/10/2011
12,600
Common Stock
5/11/2011
35,000
Common Stock
5/12/2011
57,000
Common Stock
5/13/2011
37,800
Common Stock
5/16/2011
20,000
Common Stock
5/17/2011
16,300
Common Stock
5/18/2011
11,000
Common Stock
5/19/2011
1,400
Common Stock
5/20/2011
50,000
Common Stock


 
1 Call options to purchase 174,300 shares of Common Stock.
 
2 Call options to purchase 25,700 shares of Common Stock.

  C-1
 
 


 
5/23/2011
7,400
Common Stock
5/24/2011
6,300
Common Stock
5/25/2011
5,800
Common Stock
5/26/2011
28,900
Common Stock
5/27/2011
16,000
Common Stock
5/31/2011
22,900
Common Stock
Double Black Diamond
7/22/2009
116,310
Common Stock
7/23/2009
(116,310)
Common Stock
3/22/2011
28,161
Common Stock
4/7/2011
(28,161)
Common Stock
4/7/2011
(57,267)
Common Stock
4/14/2011
23,153
Common Stock
4/15/2011
1,984
Common Stock
4/18/2011
3,875
Common Stock
4/19/2011
3,213
Common Stock
4/21/2011
25,042
Common Stock
4/27/2011
38,651
Common Stock
4/28/2011
14,931
Common Stock
5/10/2011
(1,985)
Common Stock
5/11/2011
(2,741)
Common Stock
5/12/2011
(5,953)
Common Stock
5/13/2011
10,022
Common Stock
5/13/2011
23,093
Common Stock
5/13/2011
16,025
Common Stock
5/13/2011
60,764
Common Stock
5/16/2011
66,150
Common Stock
5/16/2011
113,306
Common Stock
5/17/2011
11
Common Stock
5/17/2011
29,001
Common Stock
5/17/2011
40
Common Stock
5/17/2011
5,387
Common Stock
5/17/2011
100,933
Common Stock
5/17/2011
92,137
Common Stock
5/17/2011
48
Common Stock
5/18/2011
23,625
Common Stock
5/18/2011
37,989
Common Stock
5/18/2011
61,992
Common Stock
5/18/2011
12
Common Stock
5/18/2011
29,378
Common Stock
5/19/2011
79,852
Common Stock
5/19/2011
8,128
Common Stock
5/19/2011
1,437
Common Stock


     
C-2
 
 
 


 
5/19/2011
30,524
Common Stock
5/19/2011
32
Common Stock
5/19/2011
30,094
Common Stock
5/20/2011
92,042
Common Stock
5/20/2011
57
Common Stock
5/20/2011
139,189
Common Stock
5/20/2011
14,412
Common Stock
5/23/2011
3,402
Common Stock
5/23/2011
62,937
Common Stock
5/23/2011
82
Common Stock
5/23/2011
44,900
Common Stock
5/24/2011
210,735
Common Stock
5/24/2011
94,501
Common Stock
5/24/2011
64,921
Common Stock
5/25/2011
16,570
Common Stock
5/25/2011
91
Common Stock
5/25/2011
40,134
Common Stock
5/26/2011
24,287
Common Stock
5/27/2011
39,273
Common Stock
5/27/2011
94
Common Stock
5/27/2011
94
Common Stock
5/27/2011
37,084
Common Stock
5/31/2011
118,125
Common Stock
5/31/2011
88,263
Common Stock
Black Diamond
7/22/2009
7,100
Common Stock
7/23/2009
(7,100)
Common Stock
3/22/2011
1,639
Common Stock
4/7/2011
(1,639)
Common Stock
4/7/2011
(3,333)
Common Stock
4/14/2011
1,347
Common Stock
4/15/2011
116
Common Stock
4/18/2011
225
Common Stock
4/19/2011
187
Common Stock
4/21/2011
1,458
Common Stock
4/27/2011
2,249
Common Stock
4/28/2011
869
Common Stock
5/10/2011
(115)
Common Stock
5/11/2011
(159)
Common Stock
5/12/2011
(347)
Common Stock
5/13/2011
584
Common Stock
5/13/2011
1,343
Common Stock
5/13/2011
933
Common Stock


     
C-3
 
 
 


 
5/13/2011
3,536
Common Stock
5/16/2011
3,850
Common Stock
5/16/2011
6,594
Common Stock
5/17/2011
1
Common Stock
5/17/2011
1,687
Common Stock
5/17/2011
3
Common Stock
5/17/2011
313
Common Stock
5/17/2011
5,874
Common Stock
5/17/2011
5,363
Common Stock
5/17/2011
2
Common Stock
5/18/2011
1,375
Common Stock
5/18/2011
2,211
Common Stock
5/18/2011
3,608
Common Stock
5/18/2011
1,710
Common Stock
5/19/2011
4,648
Common Stock
5/19/2011
472
Common Stock
5/19/2011
84
Common Stock
5/19/2011
1,776
Common Stock
5/19/2011
2
Common Stock
5/19/2011
1,751
Common Stock
5/20/2011
5,358
Common Stock
5/20/2011
3
Common Stock
5/20/2011
8,101
Common Stock
5/20/2011
838
Common Stock
5/23/2011
198
Common Stock
5/23/2011
3,663
Common Stock
5/23/2011
5
Common Stock
5/23/2011
2,613
Common Stock
5/24/2011
12,265
Common Stock
5/24/2011
5,499
Common Stock
5/24/2011
3,779
Common Stock
5/25/2011
964
Common Stock
5/25/2011
6
Common Stock
5/25/2011
2,335
Common Stock
5/26/2011
1,413
Common Stock
5/27/2011
2,285
Common Stock
5/27/2011
6
Common Stock
5/27/2011
5
Common Stock
5/27/2011
2,159
Common Stock
5/31/2011
6,875
Common Stock
5/31/2011
5,137
Common Stock


     
C-4
 
 
 


Carlson Capital3
7/22/2009
3,320
Common Stock
7/22/2009
10,255
Common Stock
7/22/2009
3,015
Common Stock
7/23/2009
(3,320)
Common Stock
7/23/2009
(10,255)
Common Stock
7/23/2009
(3,015)
Common Stock



 
3 Represents shares purchased or sold by funds managed by Carlson Capital.

     
C-5
 
 
 

Exhibit D

(1) Title of Class
(2) Name of Beneficial Owner
(3) Amount and Nature of Beneficial Ownership
(4) Percent of Class4
Common Stock
 
Steven R. Becker5
2,645,900 shares
4.064%
Call options
2,000 call options to purchase
200,000 shares of Common Stock
 
0.307%
Common Stock
 
Michael Brodsky
0 shares
0%
Common Stock
 
Matthew A. Drapkin6
2,645,900 shares
4.064%
Call options
 
2,000 call options to purchase
200,000 shares of Common Stock
 
0.307%




 
4 The percentages of ownership used herein are calculated based upon 65,097,871 shares of Common Stock outstanding as of April 7, 2011 as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 11, 2011.
 
5 Represents 578,100 shares and 2,000 call options beneficially owned by the Becker Drapkin Funds and BD Management, which are managed by Mr. Becker and 2,067,800 shares, which Mr. Becker may be deemed to beneficially own pursuant to the Group Agreement; however, Mr. Becker disclaims beneficial ownership of all such shares.
 
6 Represents 578,100 shares and 2,000 call options beneficially owned by the Becker Drapkin Funds and BD Management, which are managed by Mr. Drapkin and 2,067,800 shares, which Mr. Drapkin may be deemed to beneficially own pursuant to the Group Agreement; however, Mr. Drapkin disclaims beneficial ownership of all such shares.

 
  D-1
 
Execution Version

EXHIBIT 2
GROUP AGREEMENT


AMENDED AND RESTATED GROUP AGREEMENT
 
This AMENDED AND RESTATED GROUP AGREEMENT is made as of June 16, 2011 (this “Agreement”), by and among (i) Becker Drapkin Management, L.P. (“BD Management”); Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners III, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin (together, the “BD Parties”), (ii) Double Black Diamond Offshore Ltd.; Black Diamond Offshore Ltd.; Carlson Capital, L.P. (“Carlson Capital”); Asgard Investment Corp.; and Clint D. Carlson (together, the “Carlson Parties”) and (iii) Michael Brodsky (collectively with the BD Parties and the Carlson Parties, the “Group”).
 
WHEREAS, certain of the undersigned are stockholders, direct and/or beneficial, of stock of Ruby Tuesday, Inc., a Georgia corporation (the “Company”); and
 
WHEREAS, certain of the BD Parties and the Carlson Parties entered into that certain Group Agreement dated May 13, 2011 (the “Original Agreement” and such date, the “Original Date”); and
 
WHEREAS, the parties hereto wish to amend and restate the terms of the Group Agreement in their entirety to add BD Partners III, L.P. and Michael Brodsky to the Group and further set forth the parties’ binding agreement with respect to their investments in, and activities related to, the Company and its Securities (as defined below);
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:
 
1.    (a)  The BD Parties, the Carlson Parties and Michael Brodsky agree to (i) coordinate their actions with respect to any discussions with the Company regarding the Company’s assets, business, capitalization, corporate governance, financial condition or operations and (ii) generally consult with each other regarding all purchases and sales of Securities of the Company by them or  their affiliates. “Securities” shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company.
 
       (b)  Furthermore, so long as this Agreement is in effect, (i) none of the parties shall acquire Securities of the Company if as a result the Group would be deemed to have beneficial ownership of 10% or more of any class of the outstanding equity of the Company without the prior agreement of BD Management, or its representatives, and Carlson Capital, or its representatives, and (ii) each of the BD Parties, the Carlson Parties and Michael Brodsky shall provide written notice to the others of (x) all of its purchases or sales of Securities of the Company; and (y) any Securities of the Company over which it acquires or disposes of beneficial ownership, no later than 24 hours after each such transaction.
 

 
 
 


 
2.    Each of the BD Parties and the Carlson Parties shall pay its pro rata portion of all expenses, including legal expenses, incurred in connection with the Group’s activities based on its relative Security ownership, except that each party shall be subject to its own expenses for any regulatory filings (including without limitation any filing with the Securities and Exchange Commission required by Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended) reporting ownership of Securities.
 
3.    Each member of the Group agrees that any filing with the Securities and Exchange Commission (including without limitation any filing required by Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended), press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be jointly approved by the BD Parties and the Carlson Parties, as the case may be, which approval shall not be unreasonably withheld or delayed.
 
4.    The relationship of the parties hereto shall be limited to carrying on the activities of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Except as otherwise expressly provided herein, nothing herein shall restrict any party’s right to purchase or sell Securities, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.  Each member of the Group retains sole discretion over acquisitions and dispositions of, and voting authority over, the Securities that such member of the Group holds or beneficially owns.
 
5.    This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
6.    This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York.  If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent.  In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
7.    Any party hereto may terminate his/its obligations under this Agreement on 24 hours written notice to all other parties.  This Agreement will automatically terminate on the date that is 30 days after the date that no member of the Group owns any Securities of the Company.  Notwithstanding the foregoing, the obligations of the Carlson Parties under paragraph 8 shall survive termination pursuant to this paragraph 7.
 

 
  2
 

 
8.    Carlson Capital agrees to pay BD Management 10% of any realized gains on Securities directly held or beneficially owned by any Carlson Party or affiliate thereof and acquired prior to the termination of this Agreement (a) net of brokerage expenses and all expenses allocable to the Carlson Parties pursuant to this Agreement, or otherwise incurred by the Carlson Parties in connection with the Carlson Parties' investment in the Securities and (b) as adjusted positively or negatively for any realized gain or realized loss on any hedging arrangement relating to the Securities, provided that (x) in no event shall BD Management be required to make any payment to Carlson Capital pursuant to this paragraph 8 and (y) for purposes of this paragraph 8, the original purchase price for any Securities acquired by a Carlson Party or affiliate thereof prior to the Original Date shall be deemed to be the last reported sale price of such Security as of the Original Date reported by the principal exchange on which such Security is traded.  For the avoidance of doubt, dividends paid with respect to Securities are included in “realized gains” for purposes of this Agreement.  Carlson Capital shall timely provide BD Management an accounting of the required calculations under this paragraph 8 if so requested by BD Management.  Nothing contained in this paragraph 8 shall obligate any member of the Group to make any payment to Michael Brodsky or obligate Michael Brodsky to make any payment to any other member of the Group.
 
9.    Each of the parties hereto agrees that this Agreement shall be filed as an exhibit to a Schedule 13D filed by the BD Parties, Carlson Parties and/or Michael Brodsky.  Each of the parties hereto acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
10.  This Agreement shall be binding upon, in the case of the Carlson Parties and the BD Parties, any affiliated funds, or in the case of the other parties hereto, any affiliated person, who becomes or may be deemed to have become the beneficial owner of any Securities, unless otherwise terminated by such affiliated person.  Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto. This Agreement supersedes any prior written agreements among the parties, including but not limited to the Original Agreement.
 
[SIGNATURE PAGE FOLLOWS]
 

  3
 
 
 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amended and Restated Group Agreement to be executed as of the date first written above.
 
 
 
DOUBLE BLACK DIAMOND OFFSHORE LTD.
 
 
  
 
By:
Carlson Capital, L.P., its investment manager
       
     
By:
/s/ Clint D. Carlson
       
Name: Clint D. Carlson
       
Title: President
     
 
BLACK DIAMOND OFFSHORE LTD.
 
 
  
 
By:
Carlson Capital, L.P., its investment manager
       
     
By:
/s/ Clint D. Carlson
       
Name: Clint D. Carlson
       
Title: President
         
 
CARLSON CAPITAL, L.P.
   
     
   
By:
 /s/ Clint D. Carlson
   
Name: Clint D. Carlson
   
Title: President
     
     
 
ASGARD INVESTMENT CORP.
 
 
  
 
By:
 /s/ Clint D. Carlson 
   
Name: Clint D. Carlson
   
Title: President
     
     
 
CLINT D. CARLSON
   
  /s/ Clint D. Carlson 
   
 
 
 
 
 
 
BECKER DRAPKIN MANAGEMENT, L.P.
 
 
  
 
By:
BC Advisors, LLC, its general partner
       
   
By:
 /s/ Steven R. Becker 
     
Name: Steven R. Becker
     
Title: Co-managing Member
     
 
BECKER DRAPKIN PARTNERS (QP), L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
       
     
By:
/s/ Steven R. Becker
       
Name: Steven R. Becker
       
Title: Co-managing Member
     
 
BECKER DRAPKIN PARTNERS, L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
       
   
By:
BC Advisors, LLC, its general partner
         
     
By:
 /s/ Steven R. Becker 
       
Name: Steven R. Becker
       
Title: Co-managing Member
     
 
BD PARTNERS III, L.P.
     
 
By:
Becker Drapkin Management, L.P., its general partner
     
   
By:
BC Advisors, LLC, its general partner
     
     
By:
 /s/ Steven R. Becker 
       
Name: Steven R. Becker
       
Title: Co-managing Member
     
     
 
 
 
 
 
 
 
BC ADVISORS, LLC
 
 
  
 
By:
 /s/ Steven R. Becker 
   
Name: Steven R. Becker
   
Title: Co-managing Member
     
     
 
STEVEN R. BECKER                  
   
  /s/ Steven R. Becker 
 
 
 
MATTHEW A. DRAPKIN
   
  /s/ Matthew A. Drapkin 
 
 
  MICHAEL BRODSKY 
   
 
/s/ Michael Brodsky
 

 
 
 
Execution Version

EXHIBIT 3
JOINT FILING AGREEMENT


In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to securities of Ruby Tuesday, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
 
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
 
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of June 17, 2011.
 

 
 
DOUBLE BLACK DIAMOND OFFSHORE LTD.
 
 
  
 
By:
Carlson Capital, L.P., its investment manager
       
     
By:
/s/ Clint D. Carlson
       
Name: Clint D. Carlson
       
Title: President
     
 
BLACK DIAMOND OFFSHORE LTD.
 
 
  
 
By:
Carlson Capital, L.P., its investment manager
       
     
By:
/s/ Clint D. Carlson
       
Name: Clint D. Carlson
       
Title: President
         
 
CARLSON CAPITAL, L.P.
   
     
   
By:
   /s/ Clint D. Carlson
   
Name: Clint D. Carlson
   
Title: President
     
     
 
ASGARD INVESTMENT CORP.
 
 
  
 
By:
   /s/ Clint D. Carlson
   
Name: Clint D. Carlson
   
Title: President
     
     
 
By:
   /s/ Clint D. Carlson
   
Name: Clint D. Carlson