-----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, R45U87v+n9FEclcNqPp0deiNNQ7hEeOeXNbv/EWfAQYTU3EBQKP+/AAt3jKtSBKh sBmlSqUphcfYV0EWyU7H3g== 0000940944-99-000095.txt : 19990927 0000940944-99-000095.hdr.sgml : 19990927 ACCESSION NUMBER: 0000940944-99-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990922 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990924 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: 99717016 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 CURRENT REPORT ON FORM 8-K 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): September 22, 1999 Darden Restaurants, Inc. (Exact name of registrant as specified in its charter) Florida 1-13666 59-3305930 (State or other juris- (Commission file number) (IRS employer diction 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 September 22, 1999, the Registrant issued two news releases, (a) one reporting that Robert W. Mock has been named President of Smokey Bones BBQ and Hometown Sports Bar and (b) the other reporting that Dave Pickens has been named Executive Vice President of Operations for Olive Garden Restaurants. On September 23, 1999, the Registrant issued a news release reporting certain financial results for the first quarter of fiscal 2000. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description 99.1 Press Release dated September 22, 1999, entitled "Bob Mock Named President of Smokey Bones BBQ, Darden's Exciting New Restaurant Venture" 99.2 Press Release dated September 22, 1999, entitled "Olive Garden Names Dave Pickens Executive Vice President of Operations" 99.3 Press Release dated September 23, 1999, entitled "Darden's First Quarter Results Include Record Quarterly Earnings Per Diluted Share" 1 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: September 24, 1999 DARDEN RESTAURANTS, INC. By: /s/ Paula J. Shives --------------------------------- Paula J. Shives Senior Vice President, General Counsel and Secretary 2 INDEX TO EXHIBITS Exhibit Number Page 99.1 Press Release dated September 22, 1999, entitled "Bob Mock Named President of Smokey Bones BBQ, Darden's Exciting New Restaurant Venture" 4 99.2 Press Release dated September 22, 1999, entitled "Olive Garden Names Dave Pickens Executive Vice President of Operations" 6 99.3 Press Release dated September 23, 1999, entitled "Darden's First Quarter Results Include Record Quarterly Earnings Per Diluted Share" 7 3 EX-99 2 EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 Press Release dated September 22, 1999, of Darden Restaurants, Inc. BOB MOCK NAMED PRESIDENT OF SMOKEY BONES BBQ DARDEN'S EXCITING NEW RESTAURANT VENTURE ORLANDO, FL (September 22, 1999) Robert W. Mock, Executive Vice President Operations for Olive Garden and 30-year Darden veteran, has been named President of Darden Restaurants' exciting new venture, Smokey Bones BBQ and Hometown Sports Bar. Mock, 47, will report to Blaine Sweatt, President of Darden's New Business Division, which recently opened the new startup restaurant. "Bob is an exceptional leader with proven operations skills. He has been a key partner with Olive Garden President Brad Blum and has made significant contributions to the incredible success of Olive Garden," said Joe Lee, Chairman & CEO of Darden Restaurants. "He is exactly the right person to lead Smokey Bones in this very exciting industry niche." Mock has earned a reputation for sharp operations focus and outstanding leadership skills. His many contributions to Darden Restaurants began at Red Lobster in 1969. What started as a two-week job stretched into a three-decade career with Darden Restaurants, including his most recent assignment, Executive Vice President Operations for Olive Garden. Smokey Bones BBQ and Hometown Sports Bar is Darden's newest venture. It combines an all-American sports bar with great tasting barbecue favorites in a rugged cabin-themed atmosphere. The menu includes barbecue beef, smoked pork, baby-back ribs, pork spareribs and barbecue chicken. To round out the menu, there are steaks, grilled fish and steamed vegetable entrees. Thirty-eight televisions with tableside speakers provide great sports viewing. There are also pool tables, video sports games and darts in an adjoining room and Internet access tableside. "Smokey Bones offers exactly the right opportunity for me," Mock said. "It's a great concept with no national leader in the segment. It translates well across the country, and I do love barbecue." Said Lee, "We are fortunate to have deep talent at Darden Restaurants and Bob is one of the best. His high standards, commitment to people and impeccable integrity make him an outstanding choice to lead Smokey Bones." 4 Darden Restaurants, Inc. headquartered in Orlando, Florida, owns and operates 1,121 Red Lobster, Olive Garden, and Bahama Breeze restaurants with annual sales of $3.5 billion. 5 EX-99 3 EXHIBIT 99.2 - PRESS RELEASE EXHIBIT 99.2 Press Release dated September 22, 1999, of Darden Restaurants, Inc. OLIVE GARDEN NAMES DAVE PICKENS EXECUTIVE VICE PRESIDENT OF OPERATIONS ORLANDO, FL (September 22, 1999) Dave Pickens has been named Executive Vice President of Operations for Olive Garden Restaurants. Pickens, 44, formerly Senior Vice President of Olive Garden's Orlando Division, will be responsible for leading all operations at the current 464 Olive Garden Restaurants throughout North America. He will report to Olive Garden President Brad Blum. "Dave will work closely with me to ensure outstanding operations as we continue to build on the extremely strong performance of Olive Garden," said Brad Blum, President of Olive Garden. "As the natural successor to Bob Mock, he is a proven leader who has already made many significant contributions to the company." Pickens, a 26-year Darden veteran known as a strong leader and operator, joined Darden in 1973 as a Red Lobster hourly employee. He has held various leadership positions including Senior Vice President of Operations for Red Lobster and in 1995 he joined Olive Garden as Senior Vice President Operations overseeing the 74-restaurant Orlando Division. "This is a tremendous opportunity," said Pickens. "Olive Garden is a growing company with an even more exciting future. Through operating excellence we are committed to delighting every guest with a genuine Italian dining experience." Olive Garden is far outpacing the casual dining industry with 19 consecutive quarters of same-restaurant sales increases and is consistently delivering record profits. With over 50,000 employees and $1.5 billion in annual sales, it is part of the Darden Family of Restaurants. Darden Restaurants, a $3.5 billion publicly traded company also owns and operates Red Lobster, Bahama Breeze and Smokey Bones Restaurants. 6 EX-99 4 EXHIBIT 99.3 - PRESS RELEASE EXHIBIT 99.3 Press Release dated September 23, 1999, of Darden Restaurants, Inc. DARDEN'S FIRST QUARTER RESULTS INCLUDE RECORD QUARTERLY EARNINGS PER DILUTED SHARE ORLANDO, FL - Darden Restaurants, Inc. today reported record quarterly earnings of 35 cents per diluted share for its first quarter, which ended August 29, 1999, a 46% increase. Earnings after tax for the quarter were up over 34% to $47.3 million. The world's largest casual-dining restaurant company said first quarter sales rose approximately 5% to $929.4 million, driven by strong same-restaurant sales growth at Olive Garden and Red Lobster. "We are off to a great start. Both Olive Garden and Red Lobster continue to produce industry leading increases in guest counts, sales and earnings," said Joe R. Lee, Chairman and Chief Executive Officer. "These results are directly attributable to a focus on operating excellence by the leadership teams and employees throughout our organization. Our strong operating platform is enabling each of our restaurant companies to take full advantage of what is clearly a favorable consumer environment. As consumer conditions change, strong consumer brands and the best possible delivery of them through operating excellence will still be the key to sustained success, so we feel well-positioned for the future." Highlights for the quarter ended August 29, 1999, included: o Earnings after tax in the first quarter were $47.3 million, or 35 cents per diluted share, on $929.4 million in sales. Prior year earnings after tax were $35.2 million, or 24 cents per diluted share, on sales of $886.1 million. o Olive Garden far outpaced the industry with same-restaurant sales up 8.1% in the quarter. This outstanding performance represents the 20th consecutive quarter of same-restaurant sales increases and enabled Olive Garden to post strong double-digit growth in operating profit, with absolute profit at a record quarterly level. o Red Lobster continued its strong momentum, reporting a same-restaurant sales increase of 4.0%, to mark its 7th consecutive quarter of positive same-restaurant sales. As a result of 7 solid sales and traffic growth, Red Lobster also reported a strong double-digit increase in operating profit. o Bahama Breeze continues to exceed Darden's projections. Six additional restaurants are currently under construction and expected to open during fiscal 2000. o The Company purchased 1.4 million shares of its common stock in the first quarter. Operating Highlights OLIVE GARDEN'S first quarter sales of $396.0 million were 7.8% above the prior year. The 8.1% same-restaurant sales increase in the quarter comes on top of a 10.7% same-restaurant sales increase in the first quarter of last year. Olive Garden's sales improvement continued to be driven by strong guest count growth. This performance combined with lower food and beverage costs and restaurant expenses as a percentage of sales, generated a very strong double-digit operating profit increase and record quarterly profits. "The leadership and dedication of our restaurant teams have propelled Olive Garden to the best performance in our 16-year history," said Brad Blum, President of Olive Garden. "Our team is passionate, hungry, and focused on operating excellence, brand building and innovation to create outstanding long term growth. Through quality food and wine offerings and gracious service in a comfortable atmosphere, Olive Garden is truly committed to being a family of local restaurants, focused on delighting every guest with a genuine Italian dining experience." RED LOBSTER'S first quarter sales of $522.5 million were 1.8% higher than the prior year. Same-restaurant sales increased 4.0% in the quarter, improving upon an 11.6% increase in the first quarter of the prior year. Operating profit for the quarter increased at a strong double-digit pace as a result of the same-restaurant sales growth and favorable food and beverage costs and restaurant expenses as a percent of sales. These results were achieved even though Red Lobster operated 29 fewer restaurants than last year and did not repeat the high-volume "Bottomless Crab" promotion that generated high sales and traffic volumes in the first quarter last year. "We are pleased with our results and proud of our team," said Dick Rivera, President of Red Lobster. "Each member of our crew deserves tremendous credit for our accomplishments as well 8 as for the commitment and spirit they demonstrate each day. We are improving our operations, strengthening our leadership and performing with more consistency as we strive to be the best in casual dining. BAHAMA BREEZE sales continue to exceed expectations at both newly opened and more established restaurants. In addition, construction has begun on six more restaurants, which are located in Louisville, KY, Birmingham, AL, Atlanta (Kennesaw), GA, Austin, TX, Miami, FL, and Phoenix, AZ. These restaurants are expected to open during fiscal 2000. Other Actions Darden continued its buyback of common stock in the open market, purchasing 1.4 million shares in the first quarter. Cumulatively, since the initial authorization of its repurchase program in December 1995, the Company has repurchased 34.0 million shares from a total authorization of 44.6 million shares. The Board of Directors declared the regular 4 cents per share semi-annual dividend payable November 1, 1999 to shareholders of record October 11, 1999. The Company opened its first Smokey Bones restaurant on September 13, 1999 in Orlando, FL. Darden Restaurants Inc., headquartered in Orlando, FL, owns and operates Red Lobster, Olive Garden, Bahama Breeze and Smokey Bones restaurants with annual sales of $3.5 billion. 9 DARDEN RESTAURANTS, INC. NUMBER OF RESTAURANTS 08/30/98 08/29/99 -------- -------- 646 Red Lobster USA 617 34 Red Lobster Canada 34 ------ ------ 680 Total Red Lobster 651 459 Olive Garden USA 459 5 Olive Garden Canada 5 ------ ------ 464 Total Olive Garden 464 3 Bahama Breeze 6 ------ ------ 1,147 Total Restaurants 1,121 ====== ====== 10 DARDEN RESTAURANTS, INC. FIRST QUARTER FY 2000 FINANCIAL HIGHLIGHTS (In Millions, Except per Share Data) 13 Weeks Ended 08/29/99 08/30/98 Sales $929.4 $886.1 Net Earnings $47.3 $35.2 Net Earnings per Share: Basic $0.36 $0.25 Diluted $0.35 $0.24 Average Number of Common Shares Outstanding: Basic 132.2 139.7 Diluted 136.4 145.9 11 DARDEN RESTAURANTS, INC. CONSOLIDATED STATEMENTS OF EARNINGS (In Thousands, Except per Share Data) (Unaudited) 13 Weeks Ended 08/29/99 08/30/98 Sales $929,391 $886,057 Costs and Expenses: Cost of sales: Food and beverages 298,828 296,415 Restaurant labor 295,119 282,550 Restaurant expenses 132,121 131,987 Total Cost of Sales 726,068 710,952 Selling, general and administrative 94,150 84,787 Depreciation and amortization 31,370 31,012 Interest, net 4,576 5,435 Total Costs and Expenses 856,164 832,186 Earnings before Income Taxes 73,227 53,871 Income Taxes -25,914 -18,692 Net Earnings $47,313 $35,179 Net Earnings per Share: Basic $0.36 $0.25 Diluted $0.35 $0.24 Average Number of Common Shares Outstanding: Basic 132,200 139,700 Diluted 136,400 145,900 12 DARDEN RESTAURANTS, INC. CONSOLIDATED BALANCE SHEETS (In Thousands) (Unaudited) 08/29/99 05/30/99 ASSETS Current Assets: Cash and cash equivalents $30,285 $40,960 Receivables 22,526 20,256 Inventories 192,492 144,115 Net assets held for disposal 35,692 35,269 Prepaid expenses and other current assets 16,327 21,475 Deferred income taxes 60,890 65,662 Total Current Assets $358,212 $327,737 Land, Buildings and Equipment 1,468,629 1,473,535 Other Assets 102,482 104,388 Total Assets $1,929,323 $1,905,660 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $156,202 $144,725 Short-term debt 27,000 23,500 Current portion of long-term debt 2,386 2,386 Accrued payroll 63,946 74,265 Accrued income taxes 18,923 16,544 Other accrued taxes 26,573 25,965 Other current liabilities 231,377 246,830 Total Current Liabilities $526,407 $534,215 Long-term Debt 313,490 314,065 Deferred Income Taxes 72,389 72,086 Other Liabilities 21,334 21,258 Total Liabilities $933,620 $941,624 Stockholders' Equity: Common stock and surplus $1,341,274 $1,328,796 Retained earnings 225,321 178,008 Treasury stock -493,869 -466,902 Accumulated other comprehensive income -12,458 -12,115 Unearned compensation -64,565 -63,751 Total Stockholders' Equity $995,703 $964,036 Total Liabilities and Stockholders' Equity $1,929,323 $1,905,660 13 -----END PRIVACY-ENHANCED MESSAGE-----