-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RA4hMXfaTNbUtZSdAa1NTlDtnFj2BJHFpwx11ID1d+Fy7AEn8g2xxRr19T+sWMJ1 6pOnXuZLou1jPzV4q6TNEA== 0000940944-01-000015.txt : 20010323 0000940944-01-000015.hdr.sgml : 20010323 ACCESSION NUMBER: 0000940944-01-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010321 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DARDEN RESTAURANTS INC CENTRAL INDEX KEY: 0000940944 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 593305930 STATE OF INCORPORATION: FL FISCAL YEAR END: 0526 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13666 FILM NUMBER: 1576457 BUSINESS ADDRESS: STREET 1: 5900 LAKE ELLENOR DR CITY: ORLANDO STATE: FL ZIP: 32809 BUSINESS PHONE: 4072454000 MAIL ADDRESS: STREET 1: 5900 LAKE ELLENOR DRIVE CITY: ORLANDO STATE: FL ZIP: 32809 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MILLS RESTAURANTS INC DATE OF NAME CHANGE: 19950313 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2001 Darden Restaurants, Inc. (Exact name of registrant as specified in its charter) Florida 1-13666 59-3305930 (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification No.) 5900 Lake Ellenor Drive, Orlando, Florida 32809 (Address of principal executive offices) Registrant's telephone number, including area code: (407) 245-4000 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. ------------ On March 21, 2001, the Registrant issued a news release entitled "Darden Restaurants Reports Third Quarter Earnings Per Diluted Share of 40 Cents." On March 21, 2001, the Registrant issued a news release entitled "Former Sen. Connie Mack Elected to Darden Restaurants Board." On March 21, 2001, the Registrant issued a news release entitled "Darden Restaurants Reports February Same-Restaurant Sales Results." Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. Exhibit Number Description 99.1 Press Release dated March 21, 2001, entitled "Darden Restaurants Reports Third Quarter Earnings Per Diluted Share of 40 Cents." 99.2 Press Release dated March 21, 2001, entitled "Former Sen. Connie Mack Elected To Darden Restaurants Board." 99.3 Press Release dated March 21, 2001, entitled "Darden Restaurants Reports February Same-Restaurant Sales Results." 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 22, 2001 DARDEN RESTAURANTS, INC. By:________________________________ Paula J. Shives Senior Vice President, General Counsel and Secretary 3 INDEX TO EXHIBITS Exhibit Number Page 99.1 Press Release dated March 21, 2001, entitled 5 "Darden Restaurants Reports Third Quarter Earnings Per Diluted Share of 40 Cents." 99.2 Press Release dated March 21, 2001, entitled "Former Sen. Connie Mack Elected to Darden Restaurants Board." 9 99.3 Press Release dated March 21, 2001, entitled 11 "Darden Restaurants Reports February Same-Restaurant Sales Results." 4 EX-99 2 0002.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 Press Release dated March 21, 2001, of Darden Restaurants, Inc. DARDEN RESTAURANTS REPORTS THIRD QUARTER EARNINGS PER DILUTED SHARE OF 40 CENTS ORLANDO, FL -Darden Restaurants, Inc. today reported earnings per diluted share of 40 cents for its third quarter, which ended February 25, 2001, on sales of $988.6 million. Strong same-restaurant sales growth at its flagship Red Lobster and Olive Garden restaurants drove Darden's results. Last year, third quarter earnings per diluted share were 36 cents on sales of $917.5 million. "Our solid financial performance this quarter is particularly pleasing," said Joe R. Lee, Chairman and Chief Executive Officer. "We were able to rebound from difficult weather challenges in December with a very strong January and February. Our excellent performance this quarter, despite a more uncertain economic environment, is a testament to the power of the positive long-term trends fueling the growth of casual dining. It also shows that Darden is strongly positioned to take advantage of these trends. I'm delighted with the direction of Red Lobster and Olive Garden and excited about our emerging brands, Bahama Breeze and Smokey Bones BBQ Sports Bar. We are focused on delivering a compelling combination of continued same-restaurant sales growth and sustained new restaurant growth." Highlights for the quarter ended February 25, 2001, include the following: o Earnings after tax in the third quarter were $49.5 million, or 40 cents per diluted share, on sales of $988.6 million. Last year, earnings after tax were $46.9 million, or 36 cents per diluted share, on sales of $917.5 million. o Olive Garden had a 5.6% increase in same-restaurant sales, its 26th consecutive quarter of comparable-restaurant sales growth. o Red Lobster's 5.5% same-restaurant sales increase in the quarter represented its 13th consecutive quarter of comparable restaurant sales growth. o Bahama Breeze opened four restaurants during the quarter, bringing its total restaurants in operation to 19. We have seven more Bahama Breeze restaurants under construction and three may open this fiscal year. o Smokey Bones BBQ Sports Bar opened one restaurant during the quarter, bringing the total number in operation to five in four different markets. We expect to open four more Smokey Bones restaurants this fiscal year. o Darden purchased 1.9 million shares of its common stock in the quarter. 5 Operating Highlights OLIVE GARDEN'S third quarter sales of $422.6 million were 6.8% above prior year, propelled by its 5.6% same-restaurant sales increase. This is the 26th consecutive quarter of same-restaurant sales growth for Olive Garden, and comes on top of an 8.3% third quarter increase last year. Contributing to Olive Garden's sales growth was strong guest response to its "Chicken Scampi", "Homemade Hot Soups", and "Seafood Alfredo/Chicken Alfredo" promotions, an increase of over 20% in wine sales and a higher check average due to other menu-mix and pricing changes. Lower food and beverage and labor costs as a percentage of sales were partially offset by the increased restaurant expenses Olive Garden experienced as a result of appreciably higher year-over-year utility costs. "We are pleased with this quarter's strong financial results," said Brad Blum, President of Olive Garden. "The Olive Garden team has done a great job of improving every facet of the dining experience we offer. The entire company is guided by our desire to be a family of local restaurants delivering fresh, simple and delicious Italian food, great wines and superior service to delight every guest with a genuine Italian dining experience. Our results demonstrate the power of a strong brand that appeals to a broad base of consumers who feel welcome, special and appreciated. We're convinced this will serve us even better in an environment of economic uncertainty." RED LOBSTER'S third quarter sales of $539.8 million were 6.2% above prior year, driven by its 5.5% same-restaurant sales increase - its 13th consecutive quarter of growth. Last year, Red Lobster's third quarter same-restaurant sales growth was 5.0%. This year's sales improvement was generated by increased same-restaurant guest traffic, due in part to Red Lobster's successful "Pound of Crab" promotion in January and February, and by check average growth as a result of an increase in alcoholic beverage sales, pricing and menu-mix changes. With the increased sales, Red Lobster saw improvements in food and beverage, labor, and selling, general and administrative expenses on a percentage of sales basis. These efficiencies were largely offset by an increase in restaurant expenses that stemmed primarily from unfavorable utility costs. "I'm really proud of our leadership teams and frontline crew," said Dick Rivera, President of Red Lobster. "We were able to post solid third quarter gains over last year despite harsh weather, economic uncertainty, utility cost increases and unfavorable year-over-year seafood costs. We met these challenges by remaining focused on bringing a fresh approach to casual dining featuring great seafood, good times and hospitality. We are offering guests more appealing food and more attentive service, and this quarter's success is evidence we're doing a better and better job of it." BAHAMA BREEZE continued to produce impressive sales results during the quarter, and opened new restaurants in Lake Buena Vista (Orlando), Pembroke Pines (Miami), Cincinnati and Livonia (Detroit). We have seven more restaurants under construction, and three may open this fiscal year in Rochester, NY, Las Vegas and Phoenix. 6 SMOKEY BONES BBQ SPORTS BAR opened one restaurant in the third quarter, in Dartmouth, MA, bringing the total number of restaurants in operation to five. Since the end of the fiscal quarter, restaurants have opened in Aurora (Chicago), and Springfield, MA. Two more Smokey Bones restaurants are under construction and are expected to open this fiscal year. These will be in Pontiac (Detroit) and Fairview Heights (St. Louis). Other Actions Darden continued the buyback of its common stock, purchasing 1.9 million shares in the third quarter. Cumulatively, since its repurchase program commenced in December 1995, the Company has repurchased 50.5 million shares under authorizations totaling 64.6 million shares. The Board of Directors declared the Company's regular 4 cents per share semi-annual dividend, payable May 1, 2001, to shareholders of record on April 10, 2001. The Board of Directors also elected former U.S. Senator Connie Mack, III a director. Senator Mack retired from public office in January 2001, when his second term expired. Prior to his service in the U.S. Senate, he served three terms in the U.S. House of Representatives and worked for 16 years as a community banker in Lee County, FL. Senator Mack recently became Chairman of the Board of the H. Lee Moffitt Cancer Center in Tampa, FL. "We are extremely honored and excited to welcome Connie to our board," said Lee. "His years of experience in the political arena and in the banking industry, as well as his proven leadership skills as someone who has great integrity, is highly respected and well liked, will be a tremendous asset to our Company." Darden Restaurants, Inc., headquartered in Orlando, FL, owns and operates Red Lobster, Olive Garden, Bahama Breeze and Smokey Bones BBQ restaurants with annual sales of nearly $4 billion. Forward-looking statements in this news release, if any, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by the forward-looking statements, including the impact of changing economic or business conditions, the impact of competition, the availability of favorable credit and trade terms, the impact of changes in the cost or availability of food and real estate, government regulation, construction costs, weather conditions and other factors discussed from time to time in reports filed by the company with the Securities and Exchange Commission. 7 DARDEN RESTAURANTS, INC. NUMBER OF RESTAURANTS 02/27/00 02/25/01 619 Red Lobster USA 623 32 Red Lobster Canada 32 -- -- 651 Total Red Lobster 655 459 Olive Garden USA 464 5 Olive Garden Canada 5 -- -- 464 Total Olive Garden 469 10 Bahama Breeze 19 1 Smokey Bones BBQ Sports Bar 5 -- -- 1,126 Total Restaurants 1,148 8 EX-99 3 0003.txt EXHIBIT 99.2 - PRESS RELEASE EXHIBIT 99.2 Press Release dated March 21, 2001, of Darden Restaurants, Inc. FORMER SEN. CONNIE MACK ELECTED TO DARDEN RESTAURANTS BOARD ORLANDO, FL - Darden Restaurants, Inc. has elected former U.S. Senator Connie Mack, III to its Board of Directors. Darden owns and operates the Red Lobster, Olive Garden, Bahama Breeze and Smokey Bones restaurant companies. "We are extremely honored and excited to welcome Connie to our board," said Joe R. Lee, Darden's chairman and chief executive officer. "His years of experience in the political arena and banking industry and his proven leadership skills as someone who is highly respected and well liked, will be a tremendous asset to our company as we continue to build Darden into the best casual dining restaurant company, now and for generations." "Darden is a growing, progressive and very civic-minded company with strong corporate ethics and a solid reputation for integrity and diversity sensitivity," said Mack. "I'm excited to be joining the company's board and look forward to helping them continue to build their brands and solidify their leadership position in the casual dining industry." After 16 years as a community banker in Lee County, FL, Mack was elected to the U.S. House of Representatives in 1982, where he served three terms. He was elected to the U.S. Senate in 1988 and in 1994 became the first Florida Republican in state history to be reelected to the Senate. During his second term in the Senate, Mack was the third-ranking Republican and chaired the Joint Economic Committee and the Republic Conference, and was considered a top choice to run as Vice President with then Senator Bob Dole in Dole's bid for the White House. Throughout his time on the Hill, Mack - who retired from public office when his Senate term expired in January -- had a reputation for being true to his convictions, but also for being fair-minded and a consensus-builder. As Florida pollster Jim Kane said, Mack will be remembered for "his compassion, his intelligent response to issues and not so much by his partisan beliefs." One of the issues Mack continues to champion is cancer research, including his work with the American Cancer Society and his efforts to improve preventive health care and increase federal spending on medical research. He also recently became Chairman of the Board of the H. Lee Moffitt Cancer Center in Tampa, FL. It's an issue that hits very close to home for Mack - both of his parents battled the disease, his younger brother died from it, his wife, Priscilla, was diagnosed with breast cancer, his daughter is also a cancer survivor, and he himself has had skin cancer. 9 Named for his grandfather, Connie Mack, Sr. (shortened from Cornelius McGillicuddy), the legendary manager-owner of the old Philadelphia A's professional baseball team, Mack, III was instrumental in helping bring the first major league baseball teams to Florida. Born in Philadelphia (his family moved to Ft. Myers when he was 11 years old), Mack earned a degree in Marketing from the University of Florida. Mack joins Darden's other directors: Brad Blum,, President, Olive Garden; Dan Burke, President Emeritus/Director, Capital Cities/ABC, Inc.; Odie Donald, President, DirectTV; Julius Erving, Executive Vice President RDV Sports and Vice President, Orlando Magic; Joe Lee; Dick Rivera, President, Red Lobster; Michael Rose, Chairman, Midaro Investments, Inc.; Dr. Hector de J. Ruiz, Ph.D., President and COO, Advanced Micro Devices; Maria Sastre, Vice President, Total Guest Satisfaction Services, Royal Caribbean International; Jack Smith, Past Chairman of the Board, The Sports Authority; Blaine Sweatt, President Darden New Business Development; and Rita Wilson, President, Allstate Indemnity Company. Darden Restaurants, with headquarters in Orlando, Florida, is the world's largest casual dining company, with more than 1,140 restaurants operating under the Red Lobster, Olive Garden, Bahama Breeze and Smokey Bones brands, over 119,000 employees and annual sales of over $3.7 billion. 10 EX-99 4 0004.txt EXHIBIT 99.3 - PRESS RELEASE EXHIBIT 99.3 Press Release dated March 21, 2001, of Darden Restaurants, Inc. DARDEN RESTAURANTS REPORTS FEBRUARY SAME-RESTAURANT SALES RESULTS ORLANDO, FL - Darden Restaurants, Inc. today reported same-restaurant sales for the four-week February fiscal month ended February 25, 2001. This period is the third month of Darden's fiscal 2001 third quarter. Same-restaurant sales at Red Lobster were up 5% to 6% for the February fiscal month, driven by a 1% increase in guest counts, a 2% to 3% increase in pricing and a 2% increase in check average due to menu mix changes. Red Lobster's "Pound of Crab" promotion priced at $10.99 ran from January 15 through February 11, 2001. In fiscal February of last year, Red Lobster recorded a 2% to 3% same-restaurant sales increase. Same-restaurant sales at Olive Garden were up 6% to 7% for the month. Olive Garden's same-restaurant sales growth for the month reflected a 3% increase in guest counts, a 2% to 3% increase in pricing and a 1% increase in check average due to menu mix changes. Olive Garden promoted "Chicken Scampi", priced at $8.95 from January 1 through February 4. "Soup, Salad, and Breadsticks," was promoted from February 5 through March 11. Olive Garden's "Seafood Alfredo" and "Chicken Alfredo" feature began February 19 and runs through April 1, 2001. In fiscal February of last year, Olive Garden had a 7% to 8% same-restaurant sales increase. Darden Restaurants, Inc., in Orlando, FL, owns and operates Red Lobster, Olive Garden, Bahama Breeze and Smokey Bones BBQ restaurants. Forward-looking statements in this news release, if any, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by the forward-looking statements, including the impact of changing economic or business conditions, the impact of competition, the availability of favorable credit and trade terms, the impact of changes in the cost or availability of food and real estate, government regulation, construction costs, weather conditions and other factors discussed from time to time in reports filed by the company with the Securities and Exchange Commission. 11 -----END PRIVACY-ENHANCED MESSAGE-----