As filed with the Securities and Exchange Commission on July 29, 2005
Registration No. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3305930
(State or other jurisdiction (I.R.S Employer
of incorporation or organization) Identification No.)
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Paula J. Shives, Esq.
Senior Vice President, General Counsel and Secretary
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Gary L. Tygesson, Esq. Jane W. Sellers, Esq.
Dorsey & Whitney LLP McGuireWoods LLP
50 South Sixth Street 100 North Tryon Street
Minneapolis, MN 55402 Charlotte, NC 28202-4011
(612) 340-2600 (704) 373-8999
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
================================ ================== ========================== ============================ ====================
Proposed maximum Amount of
Title of each class of Amount to be offering price per unit Proposed maximum aggregate registration fee
securities to be registered registered (1) offering price (1) (4)
-------------------------------- ------------------ -------------------------- ---------------------------- --------------------
Debt Securities.............. $475,000,000 (2) 100% (3) $475,000,000 (3) $55,908
================================ ================== ========================== ============================ ====================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(2) In the case of debt securities issued at an original issue discount, such
greater principal amount as shall result in an aggregate offering price of
the amount set forth above or, in the case of debt securities denominated
in a currency other than U.S. dollars or in a composite currency, such U.S.
dollar amount as shall result from converting the aggregate public offering
price of such debt securities into U.S. dollars at the exchange rate in
effect on the date such debt securities are initially offered to the
public.
(3) Plus accrued interest, if any.
(4) Pursuant to Rule 429, the registration fee does not include $33,000 paid
previously in connection with $125,000,000 of debt securities that are
being carried forward from a Registration Statement on Form S-3, File No.
333-41350 (the "Prior Registration Statement").
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement is a combined prospectus that also
relates to the $125,000,000 of debt securities previously registered pursuant to
the Prior Registration Statement. This Registration Statement, which is a new
Registration Statement, also constitutes Post-Effective Amendment No. 1 to the
Prior Registration Statement. The amount of debt securities eligible to be sold
under the Prior Registration Statement ($125,000,000) shall be carried forward
to this Registration Statement. Such Post-Effective Amendment No. 1 shall become
effective concurrently with the effectiveness of this Registration Statement in
accordance with Section 8(a) of the Securities Act of 1933.
--------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT TO COMPLETION, DATED JULY 29, 2005
PROSPECTUS
$600,000,000
DARDEN RESTAURANTS, INC.
Debt Securities
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We may offer and sell from time to time, in one or more series, unsecured
debt securities described in this prospectus, which may consist of notes,
debentures or other evidences of indebtedness, in one or more offerings up to a
total dollar amount of $600,000,000 or the equivalent in a foreign currency at
the time of sale.
We may offer and sell these debt securities directly or to or through
underwriters, agents or dealers. The supplements to this prospectus will
describe the terms of any particular plan of distribution including names of any
underwriters, agents or dealers.
We will provide the specific terms of these debt securities in a prospectus
supplement. This prospectus may not be used to carry out sales of securities
unless accompanied by a prospectus supplement. You should read this prospectus
and the prospectus supplement carefully before you invest.
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Investing in our securities involves risks. See "Risk Factors" beginning on
page 1.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is ,2005.
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS....................................................... i
RISK FACTORS................................................................ 1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS................... 6
DARDEN RESTAURANTS, INC..................................................... 6
USE OF PROCEEDS ............................................................ 6
RATIO OF EARNINGS TO FIXED CHARGES.......................................... 7
DESCRIPTION OF DEBT SECURITIES.............................................. 7
PLAN OF DISTRIBUTION ....................................................... 20
VALIDITY OF DEBT SECURITIES................................................. 21
EXPERTS..................................................................... 22
WHERE YOU CAN FIND MORE INFORMATION ABOUT DARDEN............................ 22
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All references in this prospectus to "Darden," "we," "us," "our," and "our
company" are to Darden Restaurants, Inc. and not to our consolidated
subsidiaries, unless otherwise indicated or the context otherwise requires. Red
Lobster(R), Olive Garden(R), Bahama Breeze(R), Smokey Bones Barbeque & Grill(R)
and Seasons 52(R) are our trademarks.
All references in this prospectus to "$," "U.S. Dollars" and "dollars" are
to United States dollars.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission (SEC) using a shelf registration process
on Form S-3. Under this shelf registration, we may sell the debt securities
described in this prospectus. The registration statement that contains this
prospectus (including the exhibits to the registration statement) contains
additional information about us and the debt securities we are offering under
this prospectus. You can read that registration statement at the SEC web site at
http://www.sec.gov or at the SEC office mentioned under the heading "Where You
Can Find More Information About Darden."
This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell any of these debt securities, we will
provide one or more prospectus supplements containing specific information about
the terms of that offering. The prospectus supplements may also add, update or
change information contained in this prospectus. If information in the
prospectus supplement is inconsistent with the information in this prospectus,
then the information in the prospectus supplement will apply and will supersede
the information in this prospectus. You should carefully read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information About Darden"
before you invest.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not authorized anyone to provide you with different or additional information.
If anyone provides you with different or additional information, you should not
rely on it.
You should not assume that the information in this prospectus, any
accompanying prospectus supplement or any document incorporated by reference is
accurate as of any date other than the date on its front cover.
Neither we nor anyone acting on our behalf is making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.
i
RISK FACTORS
You should carefully consider the risks and uncertainties described below
and any risk factors in any accompanying prospectus supplement and in our
reports to the SEC incorporated by reference into this prospectus, as well as
the other information included or incorporated by reference in this prospectus
and any accompanying prospectus supplement, before deciding whether to purchase
any debt securities we may offer.
Risks Related to Our Business
We face intense competition, and if we are unable to continue to compete
effectively, our business, financial condition and results of operations would
be adversely affected.
The casual dining sector of the restaurant industry is intensely
competitive with respect to pricing, service, location, personnel and type and
quality of food, and there are many well-established competitors. We compete
within each market with national and regional restaurant chains and
locally-owned restaurants. We also face growing competition as a result of the
trend toward convergence in grocery, deli and restaurant services, particularly
in the supermarket industry which offers "convenient meals" in the form of
improved entrees and side dishes from the deli section. We compete primarily on
the quality, variety and value perception of menu items. The number and location
of restaurants, type of concept, quality and efficiency of service,
attractiveness of facilities and effectiveness of advertising and marketing
programs are also important factors. We anticipate that intense competition will
continue with respect to all of these factors. If we are unable to continue to
compete effectively, our business, financial condition and results of operations
would be adversely affected.
Certain economic and business factors specific to the restaurant industry and
certain general economic factors that are largely out of our control may
adversely affect our results of operations.
Our business results depend on a number of industry-specific and general
economic factors, many of which are beyond our control. The casual dining sector
of the restaurant industry is affected by changes in national, regional and
local economic conditions, seasonal fluctuation of sales volumes, consumer
preferences, including changes in consumer tastes and dietary habits and the
level of consumer acceptance of our restaurant concepts, and consumer spending
patterns. The performance of individual restaurants may also be adversely
affected by factors such as demographic trends, severe weather, traffic patterns
and the type, number and location of competing restaurants.
In addition, general economic conditions, such as recessionary economic
cycles, a protracted economic slowdown, a worsening economy or industry-wide
cost pressures, could affect consumer behavior and spending for restaurant
dining occasions and lead to a decline in sales and earnings. Furthermore, we
cannot predict the effects of actual or threatened armed conflicts or terrorist
attacks, efforts to combat terrorism, military action against any foreign state
or group located in a foreign state or heightened security requirements on the
economy or consumer confidence in the United States. Any of these events could
also affect consumer spending patterns or result in increased costs for us due
to security measures.
Unfavorable changes in the above factors or in other business and economic
conditions affecting our customers could increase our costs, reduce traffic in
some or all of our restaurants or impose practical limits on pricing, any of
which could lower our profit margins and have a material adverse affect on our
financial condition and results of operations.
The price and availability of food, ingredients and utilities used by our
restaurants could adversely affect our revenues and results of operations.
Our results of operations depend significantly on our ability to anticipate
and react to changes in the price and availability of food, ingredients,
utilities and other related costs over which we may have
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little control. Operating margins for our restaurants are subject to changes in
the price and availability of food commodities, including shrimp, lobster, crab
and other seafood, as well as beef, pork, chicken, cheese and produce. The
introduction of or changes to tariffs on imported shrimp or other food products
could increase our costs and possibly impact the supply of those products. We
are subject to the general risks of inflation. In addition, possible shortages
or interruptions in the supply of food items caused by inclement weather or
other conditions beyond our control could adversely affect the availability,
quality and cost of the items we buy. Our restaurants' operating margins are
also affected by fluctuations in the price of utilities such as natural gas,
whether as a result of inflation or otherwise, on which the restaurants depend
for their energy supply. Our inability to anticipate and respond effectively to
an adverse change in any of these factors could have a significant adverse
effect on our results of operations.
We may be subject to increased labor and insurance costs.
Our restaurant operations are subject to federal and state laws governing
such matters as minimum wages, working conditions, overtime and tip credits. We
have a substantial number of employees who are paid wage rates at or slightly
above the minimum wage. As federal and state minimum wage rates increase, we may
need to increase not only the wages of our minimum wage employees but also the
wages paid to employees at wage rates that are above minimum wage. Labor
shortages and increased employee turnover could also increase our labor costs.
If competitive pressures or other factors prevent us from offsetting increased
labor costs by increases in prices, our profitability may decline. In addition,
the current premiums that we pay for our insurance (including workers'
compensation, general liability, health, and directors' and officers' liability)
may increase at any time, thereby further increasing our costs. The dollar
amount of claims that we actually experience under our workers' compensation and
general liability insurance, for which we carry high per-claim deductibles, may
also increase at any time, thereby further increasing our costs.
Increased advertising and marketing costs could adversely affect our results of
operations.
If our competitors increase their spending on advertising and promotion, if
our advertising, media or marketing expenses increase, or if our advertising and
promotion become less effective than that of our competitors, we could
experience a material adverse effect on our results of operations.
We may experience higher-than-anticipated costs associated with the opening of
new restaurants or with the closing, relocating and remodeling of existing
restaurants, which may adversely affect our results of operations.
Our revenues and expenses can be impacted significantly by the number and
timing of the opening of new restaurants and the closing, relocating and
remodeling of existing restaurants. We incur substantial pre-opening expenses
each time we open a new restaurant and other expenses when we close, relocate or
remodel existing restaurants. The expenses of opening, closing, relocating or
remodeling any of our restaurants may be higher than anticipated. An increase in
such expenses could have an adverse effect on our results of operations.
Litigation may adversely affect our business, financial condition and results of
operations.
Our business is subject to the risk of litigation by employees, consumers,
suppliers, shareholders or others through private actions, class actions,
administrative proceedings, regulatory actions or other litigation. The outcome
of litigation, particularly class action lawsuits and regulatory actions, is
difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek
recovery of very large or indeterminate amounts, and the magnitude of the
potential loss relating to such lawsuits may remain unknown for substantial
periods of time. The cost to defend future litigation may be significant. There
may also be adverse publicity associated with litigation that could decrease
customer acceptance of our services, regardless of whether the allegations are
valid or whether we are ultimately found liable. As a result, litigation may
adversely affect our business, financial condition and results of operations.
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Unfavorable publicity could harm our business.
Multi-unit restaurant businesses such as ours can be adversely affected by
publicity resulting from complaints or litigation alleging poor food quality,
food-borne illness, personal injury, adverse health effects (including obesity)
or other concerns. Negative publicity may also result from actual or alleged
violations by our restaurants of "dram shop" laws which generally provide an
injured party with recourse against an establishment that serves alcoholic
beverages to an intoxicated party who then causes injury to himself or to a
third party. Regardless of whether the allegations or complaints are valid,
unfavorable publicity relating to a limited number of our restaurants, or only
to a single restaurant, could adversely affect public perception of the entire
brand. Adverse publicity and its effect on overall consumer perceptions of food
safety could have a material adverse effect on our business.
A lack of availability of suitable locations for new restaurants or a decline in
the quality of the locations of our current restaurants may adversely affect our
revenues and results of operations.
The success of our restaurants depends in large part on their location. As
demographic and economic patterns change, current locations may not continue to
be attractive or profitable. Possible declines in neighborhoods where our
restaurants are located or adverse economic conditions in areas surrounding
those neighborhoods could result in reduced revenues in those locations. In
addition, desirable locations for new restaurant openings or for the relocation
of existing restaurants may not be available at an acceptable cost when we
identify a particular opportunity for a new restaurant or relocation. The
occurrence of one or more of these events could have a significant adverse
effect on our revenues and results of operations.
We are subject to a number of risks relating to federal, state and local
regulation of our business that may increase our costs and decrease our profit
margins.
The restaurant industry is subject to extensive federal, state and local
laws and regulations, including those relating to building and zoning
requirements and those relating to the preparation and sale of food. The
development and operation of restaurants depend to a significant extent on the
selection and acquisition of suitable sites, which are subject to zoning, land
use, environmental, traffic and other regulations and requirements. We are also
subject to licensing and regulation by state and local authorities relating to
health, sanitation, safety and fire standards and liquor licenses, federal and
state laws governing our relationships with employees (including the Fair Labor
Standards Act and applicable minimum wage requirements, overtime, family leave,
tip credits, working conditions, safety standards and citizenship requirements),
federal and state laws which prohibit discrimination and other laws regulating
the design and operation of facilities, such as the Americans With Disabilities
Act of 1990. In addition, we are subject to a variety of federal, state and
local laws and regulations relating to the use, storage, discharge, emission,
and disposal of hazardous materials. The impact of current laws and regulations,
the effect of future changes in laws or regulations that impose additional
requirements and the consequences of litigation relating to current or future
laws and regulations could increase our compliance and other costs of doing
business and therefore have an adverse effect on our results of operations.
Failure to comply with the laws and regulatory requirements of federal, state
and local authorities could result in, among other things, revocation of
required licenses, administrative enforcement actions, fines and civil and
criminal liability.
Our plans to grow through the opening of new restaurants and the development or
acquisition of new dining concepts may not be successful and could result in
poor financial performance.
As part of our business strategy, we intend to continue to expand our
current portfolio of restaurant concepts and to develop or acquire additional
concepts that can be expanded profitably. This strategy involves numerous risks,
and we may not be able to achieve our growth objectives. We may not be able to
open all of our planned new restaurants, and the new restaurants that we open
may not be profitable or as profitable as our existing restaurants. New
restaurants typically experience an adjustment period before sales levels and
operating margins normalize, and even sales at successful newly-opened
restaurants generally do not make a significant contribution to profitability in
their initial months of
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operation. The opening of new restaurants can also have an adverse effect on
sales levels at existing restaurants. There are additional risks involved with
expanding newer concepts (such as Bahama Breeze and Smokey Bones) that have not
yet proven their long-term viability. Furthermore, we may not be able to develop
or acquire additional concepts that are as profitable as our existing
restaurants. Growth through acquisitions may involve additional risks. For
example, we may pay too much for a concept relative to the actual economic
return, be required to borrow funds to make our acquisition (which would
increase our interest expense) or be unable to integrate an acquired concept
into our operations.
The ability to open and profitably operate restaurants is subject to
various risks, such as the identification and availability of suitable and
economically viable locations, the negotiation of acceptable lease or purchase
terms for new locations, the need to obtain all required governmental permits
(including zoning approvals and liquor licenses) on a timely basis, the need to
comply with other regulatory requirements, the availability of necessary
contractors and subcontractors, the ability to meet construction schedules and
budgets, the ability to manage union activities such as picketing or hand
billing which could delay construction, increases in labor and building
materials costs, the availability of financing at acceptable rates and terms,
changes in weather or other acts of God that could result in construction delays
and adversely affect the results of one or more restaurants for an indeterminate
amount of time, our ability to hire and train qualified management personnel and
general economic and business conditions. At each potential location, we compete
with other restaurants and retail businesses for desirable development sites,
construction contractors, management personnel, hourly employees and other
resources. If we are unable to successfully manage these risks, we could face
increased costs and lower than anticipated revenues and earnings in future
periods.
Risks Related to Our Debt Securities
There is no public market for the debt securities that we may offer using this
prospectus.
No public market exists for the debt securities that we may offer using
this prospectus. We cannot assure the liquidity of any market that may develop,
the ability of the holders of the debt securities to sell their debt securities
or the price at which such debt securities may be sold. We do not intend to
apply for listing of any debt securities that we may offer using this prospectus
on any securities exchange. Future trading prices of the debt securities will
depend on many factors including, among others, prevailing interest rates, our
operating results and the market for similar securities.
Our debt securities are effectively subordinated to the obligations of our
subsidiaries.
Our operations are conducted through our subsidiaries. Although our debt
securities are unsubordinated obligations, they will be effectively subordinated
to all liabilities of our subsidiaries, to the extent of their assets. Our
subsidiaries are separate and distinct legal entities and have no obligation to
pay any amounts due under our indebtedness, including our debt securities, or to
make any funds available to us, whether by paying dividends or otherwise, so
that we can do so.
The indenture does not limit the amount of indebtedness that we may incur.
The indenture, which is described below under the section entitled
"Description of Debt Securities," does not limit the amount of indebtedness that
we may incur. Other than as described below under the section entitled
"Description of Debt Securities--Some Restrictive Covenants," the indenture does
not contain any financial covenants or provisions that would afford the holders
of our debt securities protection in the event we participate in a highly
leveraged transaction.
Ratings of our debt securities could be lowered in the future.
We expect that our debt securities will be rated "investment grade" by one
or more nationally recognized statistical rating organizations. A rating is not
a recommendation to purchase, hold or sell our debt securities, since a rating
does not predict the market price of a particular security or its suitability
for a particular investor. The rating organization may lower our rating or
decide not to rate our securities in
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its sole discretion. The rating of our debt securities will be based primarily
on the rating organization's assessment of the likelihood of timely payment of
interest when due on our debt securities and the ultimate payment of principal
of our debt securities on the final maturity date. Any ratings downgrade could
increase our cost of borrowing or require certain actions to be performed to
rectify such a situation. The reduction, suspension or withdrawal of the ratings
of our debt securities will not, in and of itself, constitute an event of
default under the indenture.
Any debt securities that we may issue could contain covenants that may restrict
our ability to obtain financing, and our noncompliance with one of these
restrictive covenants could lead to a default on those debt securities and any
other indebtedness.
Debt securities that we may offer using this prospectus, or any other
future indebtedness incurred by us or our subsidiaries, may be subject to
restrictive covenants. Some of these restrictive covenants may limit the way in
which we can operate our business and significantly restrict our ability to
incur additional indebtedness or to issue other securities. Noncompliance with
any covenants under that indebtedness, unless cured, modified or waived, could
lead to a default not only with respect to that indebtedness, but also under any
other indebtedness that we may incur. If this were to happen, we might not be
able to repay or refinance all of our debt.
If we issue a large amount of debt, it may be more difficult for us to obtain
financing, will increase the cost of our debt and may magnify the results of any
default under any of our outstanding indebtedness.
The issuance of debt securities could increase our debt-to-equity ratio or
leverage, which may in turn make it more difficult for us to obtain future
financing. In addition, the issuance of any debt securities will increase the
amount of interest we will need to pay, except to the extent that the proceeds
from the issuance of debt securities are used to repay other outstanding
indebtedness. Finally, our level of indebtedness, and in particular any
significant increase in it, may make us more vulnerable if there is a downturn
in our business or the economy.
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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents incorporated
by reference in this prospectus or any prospectus supplement may contain
forward-looking statements with respect to the financial condition, results of
operations, plans, objectives, future performance and business of Darden
Restaurants, Inc. and its subsidiaries. Statements preceded by, followed by or
that include words such as "may," "will," "expect," "intend," "anticipate,"
"continue," "estimate," "project," "believe," "plan" or similar expressions are
intended to identify some of the forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and are included, along
with this statement, for purposes of complying with the safe harbor provisions
of that Act. These forward-looking statements involve risks and uncertainties.
Actual results may differ materially from those contemplated by the
forward-looking statements due to, among others, the risks and uncertainties
described in this prospectus, including under the heading "Risk Factors," and
the documents incorporated by reference in this prospectus. We undertake no
obligation to update publicly or revise any forward-looking statements for any
reason, whether as a result of new information, future events or otherwise.
DARDEN RESTAURANTS, INC.
Darden Restaurants, Inc. is the largest publicly held casual dining
restaurant company in the world and served over 300 million meals during fiscal
2005. As of May 29, 2005, we operated 1,381 restaurants in the United States and
Canada. In the United States, we operated 1,344 restaurants in 49 states (the
exception being Alaska), including 648 Red Lobster(R), 557 Olive Garden(R), 32
Bahama Breeze(R), 104 Smokey Bones Barbeque & Grill (R) and three Seasons 52(R)
restaurants. In Canada, we operated 37 restaurants, including 31 Red Lobster and
six Olive Garden restaurants. We own and operate all of our restaurants in the
United States and Canada, with no franchising. Of our 1,381 restaurants open on
May 29, 2005, 838 were located on owned sites and 543 were located on leased
sites. In Japan, as of May 29, 2005, we licensed 37 Red Lobster restaurants to
an unaffiliated Japanese corporation that operates the restaurants under an Area
Development and Franchise Agreement.
Darden Restaurants, Inc. is a Florida corporation incorporated in 1995 and
is the parent company of GMRI, Inc., also a Florida corporation. GMRI, Inc. and
our other subsidiaries own the operating assets of the restaurants. GMRI, Inc.
was originally incorporated in 1968 as Red Lobster Inns of America, Inc. We were
acquired by General Mills, Inc. in 1970 and in May 1995, we became a separate
publicly held company when General Mills distributed all of our outstanding
stock to the stockholders of General Mills. Our principal executive offices and
restaurant support center are located at 5900 Lake Ellenor Drive, Orlando,
Florida 32809. Our telephone number is (407) 245-4000.
USE OF PROCEEDS
Unless the applicable prospectus supplement states otherwise, we will use
the net proceeds we receive from the sale of the debt securities for general
corporate purposes, which may include, among other things, working capital,
capital expenditures, stock repurchases, debt repayment or the financing of
possible acquisitions. The prospectus supplement relating to a particular
offering of debt securities by us will identify the use of proceeds for that
offering.
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RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for the years indicated
are as follows:
Fiscal Year Ended
May 29, May 30, May 25, May 26, May 27,
2005 2004 2003 2002 2001
---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges... 6.80 5.68 5.84 6.67 6.33
Earnings represent consolidated earnings from continuing operations before
income taxes plus fixed charges (net of capitalized interest). Fixed charges
represent interest costs, whether expensed or capitalized, and the percent of
minimum restaurant and equipment lease payments deemed to represent the interest
factor.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities that we may offer using this prospectus and the indenture described
below. This section is only a summary and does not purport to be complete. You
must look to the relevant form of debt security and the indenture for a full
understanding of all terms of any series of debt securities. The form of debt
security and the indenture have been or will be filed or incorporated by
reference as exhibits to the registration statement of which this prospectus is
a part. See "Where You Can Find More Information About Darden" for information
on how to obtain copies.
A prospectus supplement will describe the specific terms of any particular
series of debt securities offered under that prospectus supplement, including
any of the terms in this section that will not apply to that series, and any
special considerations, including tax considerations, applicable to investing in
those debt securities. In some instances, certain of the precise terms of debt
securities you are offered may be described in a further prospectus supplement,
known as a pricing supplement.
General
We will issue the debt securities in one or more series under the indenture
dated as of January 1, 1996 between us and Wells Fargo Bank, National
Association (as successor to Wells Fargo Bank Minnesota, National Association,
formerly known as Norwest Bank Minnesota, National Association), as trustee. The
indenture does not limit the amount of debt securities that we may issue under
it at any time. We may issue additional debt securities under the indenture in
one or more series from time to time with terms different from those of other
debt securities already issued under the indenture.
Ranking
The debt securities will be our unsecured and unsubordinated obligations
and will rank equally and ratably with our other current and future unsecured
and unsubordinated debt. The debt securities will be effectively subordinated to
all of our secured debt (as to the collateral pledged to secure this debt). In
addition, except to the extent we have a priority or equal claim against our
subsidiaries as a creditor, the debt securities will be effectively subordinated
to debt and other obligations at the subsidiary level because, as the common
stockholder of our direct and indirect subsidiaries, we will be subject to the
prior claims of creditors of our subsidiaries. Except as described under the
section entitled "Some Restrictive Covenants" below, the indenture does not
restrict the amount of secured or unsecured debt that we or our subsidiaries may
incur.
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Terms
The prospectus supplement, including any separate pricing supplement,
relating to a series of debt securities that we offer using this prospectus will
describe the following terms of that series, if applicable:
o the title of the offered debt securities;
o any limit on the aggregate principal amount of the offered debt
securities;
o the person to whom interest is payable, if other than the person in
whose name it is registered as of the record date for payment of
interest;
o the date or dates on which the offered debt securities will mature and
any rights of extension;
o the annual rate or rates, if any, which may be fixed or variable, at
which the offered debt securities will bear interest, or the method by
which such rate or rates will be determined;
o the date from which interest will accrue, the interest payment date or
dates and the regular related record date or dates;
o the place or places where the principal, premium, if any, and interest
on the offered debt securities will be payable;
o the period or periods, if any, within which and the price or prices at
which the offered debt securities may be redeemed, under any
redemption provisions, at our option, and other detailed terms of the
optional redemption provisions;
o our obligation to redeem or purchase the offered debt securities under
any sinking fund, or at your option, and the terms and conditions
under which the offered debt securities may be redeemed or purchased,
in whole or in part, under this obligation;
o if other than in denominations of U.S. $1,000 or multiples of U.S.
$1,000, the denominations in which the offered debt securities will be
issued;
o any index or formula used to determine the amount of principal,
premium, if any, or interest payable on the offered debt securities;
o the currency or currency units in which the offered debt securities
are denominated, and principal and interest may be payable, and for
which the debt securities may be purchased, if other than in U.S.
dollars;
o if the principal, premium, if any, or interest paid on the offered
debt securities are specified or payable at our option or at yours, in
a currency other than U.S. dollars, whether and under what terms and
conditions this election can be made and the amount payable, or the
manner in which this amount is determined;
o if other than the principal amount of the offered debt security, the
portion of the principal payable at acceleration of the offered debt
securities following an event of default;
o if the principal amount payable at maturity of the offered debt
securities will not be determinable as of any date prior to maturity,
the principal amount of offered debt securities
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at that date, including the principal amount deemed outstanding as of
any date prior to maturity, or in any case, the manner in which this
amount is determined;
o if the offered debt securities are not defeasible as described under
the section entitled "Defeasance" below;
o whether the offered debt securities are to be issued in whole or in
part in the form of one or more global securities and, if so, the
identity of the depositary for the global security or debt securities
and the circumstances under which you may exchange any global security
for debt securities registered in the name of an entity other than the
depositary or its nominee, and under which any transfer of the global
security may be registered to such an entity;
o any event of default or covenant related to the offered debt
securities of a particular series, if not specified in this
prospectus; and
o any other terms of the offered debt securities that will not conflict
with the provisions of the indenture.
Unless the applicable prospectus supplement specifies otherwise, we will
issue the debt securities in fully registered form denominated in U.S. dollars
in denominations of $1,000 or multiples of $1,000. We may issue the offered debt
securities in the form of one or more global certificates, as described below
under the section entitled "Global Securities."
Although debt securities offered by this prospectus will be issued under
the indenture, there is no requirement that we issue future debt securities
under the indenture. Accordingly, we may use other indentures or documentation
containing different provisions in connection with future issuances of our debt.
We may issue the debt securities as original issue discount securities,
which will be offered and sold at a substantial discount below their stated
principal amount. The prospectus supplement relating to those debt securities
will describe the federal income tax consequences and other special
considerations applicable to them. In addition, if we issue any debt securities
denominated in foreign currencies or currency units, the prospectus supplement
relating to those debt securities will also describe any federal income tax
consequences and other special considerations applicable to those debt
securities.
The indenture does not contain covenants or other provisions designed to
afford holders of debt securities protection in the event of a highly-leveraged
transaction involving us. If this protection is provided for the offered debt
securities, we will describe the applicable provisions in the prospectus
supplement relating to those debt securities.
Exchange, Registration and Transfer
You may exchange debt securities of any series that are not global
securities for other registered securities of the same series and of like
aggregate principal amount in different authorized denominations. Transfers and
exchanges may be made without service charge and after payment of any taxes or
other governmental charges as described in the indenture. We have appointed the
trustee as security registrar as provided under the indenture. The security
registrar will effect the transfer or exchange when it is satisfied with the
documents of title and identity of the person making the request.
If a debt security is issued as a global security, only the depositary or
its nominee as the sole holder of the debt security will be entitled to transfer
and exchange the debt security described under the section entitled "Global
Securities" below.
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Payment and Paying Agent
Unless the applicable prospectus supplement specifies otherwise, we will
pay the principal, premium, if any, and interest on the offered debt securities
at the principal corporate trust office of the trustee, and the trustee will act
as paying agent for the offered debt securities. In addition, unless the
applicable prospectus supplement specifies otherwise, and with the exception of
global securities, we may, at our option, pay interest by check mailed to the
address of the person entitled to it, as it appears on our security register.
Global Securities
We may issue a series of debt securities offered by this prospectus, in
whole or in part, in the form of one or more global securities, which will have
an aggregate principal amount equal to that of the debt securities represented
thereby.
Unless it is exchanged in whole or in part for the individual debt
securities it represents, a global security may be transferred only as a whole
o by the applicable depositary to a nominee of the depositary;
o by any nominee to the depositary itself or another nominee; or
o by the depositary or any nominee to a successor depositary or any
nominee of the successor.
We will describe the specific terms of the depositary arrangement related
to a series of debt securities in the applicable prospectus supplement. We
anticipate that the following provisions will generally apply to depositary
arrangements for the offered debt securities.
Each global security will be registered in the name of a depositary or its
nominee identified in the applicable prospectus supplement and will be deposited
with the depositary or its nominee or a custodian. The global security will bear
a legend regarding the restrictions on exchanges and registration of transfer
referred to below and any other matters as may be provided in the indenture.
As long as the depositary, or its nominee, is the registered holder of the
global security, the depositary or nominee, as the case may be, will be
considered the sole owner and holder of the debt securities represented by the
global security for all purposes under the indenture. Except in limited
circumstances, owners of beneficial interests in a global security:
o will not be entitled to have the global security or any of the
underlying debt securities registered in their names;
o will not receive or be entitled to receive physical delivery of any of
the underlying debt securities in definitive form; and
o will not be considered to be the owners or holders under the indenture
relating to those debt securities.
All payments of principal of and any premium and interest on a global
security will be made to the depositary or its nominee, as the case may be, as
the registered owner of the global security representing those debt securities.
The laws of some states require that some purchasers of securities take physical
delivery of securities in definitive form. These limits and laws may impair the
ability to transfer beneficial interests in a global security.
Ownership of beneficial interests in a global security will be limited to
institutions that have accounts with the depositary or its nominee, which
institutions we refer to as the participants, and to
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persons that may hold beneficial interests through participants. In connection
with the issuance of any global security, the depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
debt securities represented by the global security to the accounts of its
participants. Ownership of beneficial interests in a global security will be
shown only on, and the transfer of those ownership interests will be effective
only through, records maintained by the depositary and its participants.
Payments, transfers, exchanges and other matters relating to beneficial
interests in a global security may be subject to various policies and procedures
adopted by the depositary from time to time. Neither we, the trustee, nor any of
our or the trustee's agents will have any responsibility or liability for any
aspect of the depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to beneficial
interests.
Some Restrictive Covenants
Limitations on Liens
Unless the applicable prospectus supplement specifies otherwise, neither we
nor any restricted subsidiary will incur, issue, assume or guarantee any debt
secured by a lien on any principal property, of ours or of any restricted
subsidiary, or on shares of capital stock or debt issued by any restricted
subsidiary and owned by us or any restricted subsidiary, whether the principal
property, shares or debt were owned on the date of the indenture or acquired
after that date, without providing that the debt securities will be secured
equally and ratably with all other debt also secured, as long as this debt is
secured.
"Debt" means any obligation of ours or of any of our subsidiaries, or any
obligation guaranteed by us or any of our subsidiaries to repay money borrowed,
whether evidenced by bonds, debt securities, notes or similar instruments, and
including reimbursement obligations related to commercial letters of credit,
bankers' acceptances or similar facilities.
"Lien" means, for any property or asset, any mortgage or deed of trust,
pledge, hypothecation, assignment, security interest, lien, encumbrance, or
other security arrangement of any kind related to that property or asset,
including any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing.
"Principal property" means all restaurant or related equipment and real
property, in each case which is owned by us or a subsidiary and which
constitutes all or part of any restaurant located within the United States or
Canada.
"Restricted subsidiary" means any subsidiary of ours which does not meet
the following conditions:
o the greater portion of the operating assets is located, or the
principal business is carried on, outside the United States and
Canada, or which, during the 12 most recent calendar months, or
shorter period elapsed since its organization, derived the major
portion of its gross revenues from sources outside the United States
or Canada;
o the principal business consists of financing or assisting in the
financing of dealers, distributors or other customers to facilitate:
- the acquisition or disposition of our products or of any of our
subsidiaries, or
- obtaining equipment or machinery used in this acquisition or
disposition;
o the principal business consists of owning, leasing, dealing in or
developing real property; or
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o substantially all of the assets consist of securities of subsidiaries
described in the first three bullet points above.
"Subsidiary" means a corporation in which we or one or more subsidiaries
directly or indirectly own more than 50% of the outstanding voting stock. Voting
stock is a stock which ordinarily has voting power for the election of
directors, at all times or as long as no senior class of stock has this voting
power due to a contingency.
The limitations on liens do not apply to:
o liens existing on the date of the indenture;
o liens on any principal property acquired, constructed or improved by
us or any restricted subsidiary after the date of the indenture which
are created or assumed at the time of, or within 180 days of the
acquisition, construction or improvement, to secure or provide for the
payment of all or any part of the cost of the acquisition,
construction or improvement;
o liens on property, shares of capital stock or debt existing at the
time they are acquired by us whether by merger, consolidation,
purchase, lease or some other method, including liens existing at the
time that this corporation becomes a restricted subsidiary;
o liens in favor of us or any of our restricted subsidiaries;
o liens in favor of the state or federal government, any department,
agency or subdivision of any state or federal government, or Canada or
any political subdivision of Canada, to secure partial, progress,
advance or other payments, to secure other contractual or statutory
obligations, or to secure any debt incurred to finance the cost of
acquiring, constructing or improving the property that is subject to
the lien, including liens incurred in connection with pollution
control, industrial revenue or similar financings;
o liens on any property created, assumed or otherwise brought into
existence in contemplation of the sale or other disposition of the
underlying property, whether directly or indirectly, by way of share
disposition or otherwise if we disposed of the property within 180
days after the creation of these liens and if any debt secured by
these liens will be without recourse to us or any subsidiary;
o liens imposed by law, including mechanics', workmen's, repairmen's,
materialmen's, carriers', warehousemen's, vendors' or other liens
arising in the ordinary course of business, or federal, state or
municipal liens arising out of contracts for the sale of products or
services by us or any restricted subsidiary, or deposits or pledges to
obtain the release of any of these liens;
o pledges or deposits under workmen's compensation or similar laws or
under other circumstances;
o liens in connection with legal proceedings, including liens arising
out of judgments or awards, contested in good faith by us or our
restricted subsidiary, or liens incurred by us or our restricted
subsidiary to obtain a stay or discharge in the course of legal
proceedings;
o liens for taxes or assessments not yet due or delinquent, or which can
be paid without penalty, or contested in good faith by appropriate
proceedings;
o liens consisting of restrictions on the use of real property which do
not interfere materially with the property's use or value; or
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o any extension, renewal or replacement, as a whole or in part, of any
lien existing on the date of the indenture or of any lien referred to
in the second, third and in the last six bullet points above. This
extension, renewal or replacement lien must, however, be limited to
all or part of the same property, shares of stock or debt that secured
the lien extended, renewed or replaced, plus improvements on the
property, and the debt secured by the lien at that time must not be
increased.
The limitations on liens also do not apply if at the time and after giving
effect to any debt secured by a lien and any retirement of debt secured by a
lien:
o the total amount of all existing debt secured by liens which could not
have been incurred by us or our restricted subsidiary without equally
or ratably securing the debt securities, and which is not subject to
the exceptions described above; plus
o the attributable value of all sale and leaseback transactions entered
into in reliance on the section titled "Limitations on Sale and
Leaseback"
does not exceed the greater of 10% of our consolidated capitalization or
$250,000,000.
"Consolidated capitalization" means consolidated total assets less
consolidated non-interest bearing current liabilities, all as shown by our
consolidated balance sheet and the consolidated balance sheet of our
subsidiaries, whether or not consolidated for accounting purposes.
Limitations on Sale and Leaseback
Unless the applicable prospectus supplement specifies otherwise, neither we
nor any of our restricted subsidiaries will enter into any sale and leaseback
transaction involving the leasing for a period greater than three years of any
principal property, unless either:
o we or our restricted subsidiary would be, at the time of entering into
the sale and leaseback transaction, entitled, without equally and
ratably securing the debt securities then existing, to incur, issue,
assume or guarantee debt secured by a lien on the property, under the
provisions described above in the section entitled "Limitations on
Liens;" or
o within 180 days after that sale or transfer, we apply to retire our
funded debt, subject to credits for some voluntary retirements of
funded debt, an amount equal to the greater of:
- the net proceeds of the sale of the principal property sold and
leased back under that arrangement, or
- the fair market value of the principal property so sold and
leased back.
This limitation will not apply to a sale and leaseback transaction between
us and a restricted subsidiary, or between restricted subsidiaries, or involving
the taking back of a lease for a period of less than three years.
"Funded debt" means notes, bonds, debt securities or other debt for money
borrowed which by its terms matures at, or is extendible or renewable at the
option of the lender to a date more than 12 months after the date of the
creation of that debt.
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This limitation on sale and leaseback transactions also does not apply if
at the time of the sale and leaseback:
o the attributable value of all sale and leaseback transactions existing
at that time and which is not subject to the exceptions described
above; plus
o the total amount of all existing debt secured by liens that we entered
into in reliance on the last two bullet points of the section entitled
"Limitations on Liens,"
does not exceed the greater of 10% of our consolidated net tangible assets or
$250,000,000.
"Attributable value" means, for any sale and leaseback transaction, at the
time of determination, the lesser of:
o the sale price of the principal property so leased, multiplied by a
fraction, the numerator of which is the remaining portion of the base
term of the lease included in sale and leaseback transaction and the
denominator of which is the base term of such lease, and
o the total obligation, discounted to present value at the highest rate
of interest specified by the terms of any series of debt securities
then outstanding compounded semi-annually, of the lessee for rental
payments, other than amounts required to be paid on account of
property taxes as well as maintenance, repairs, insurance, water rates
and other items which do not constitute payments for property rights,
during the remaining portion of the base term of the lease included in
that sale and leaseback transaction.
Events of Default
Events of default when used in the indenture, mean any of the following for
a series of offered debt securities:
o failure to pay any interest on any debt security for 30 days after the
interest becomes due;
o failure to pay the principal or premium, if any, on any debt security
when due;
o failure to deposit any sinking fund payment on any debt security when
due;
o failure to perform or breach of any other covenant in the indenture
that continues for 60 days after written notice;
o a default under any bond, debt security, note or other debt for money
borrowed by us, including a default related to debt securities of any
series other than that series, or under any mortgage, indenture or
instrument, including the indenture, under which there may be issued
or by which there may be secured or evidenced any debt for money
borrowed by us, having an aggregate principal amount outstanding of at
least $25,000,000, whether that debt now exists or is later created,
which debt has become due and has not been paid, or whose maturity has
been accelerated, and which debt has not been discharged or that
acceleration has not been annulled within 10 business days after
written notice as provided in the indenture;
o some events of bankruptcy, insolvency or reorganization; and
o any other event of default related to the debt securities of that
series.
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If any event of default, other than an event of default described in the
sixth bullet point above for any series, occurs and is continuing, the trustee
or the holders of at least 25% in principal amount of the outstanding debt
securities of that series may declare the principal amount, or, if any of the
debt securities of that series are original issue discount debt securities, the
lesser portion of the principal amount of these debt securities as may be
specified by their terms, of all of the debt securities of that series to be due
and immediately payable.
If an event of default described in the sixth bullet point above occurs,
the principal amount, or if any of the debt securities of that series are
original issue discount securities, the portion of the principal amount of these
debt securities as may be specified by their terms, will automatically become
immediately due and payable, and without any declaration or other action on the
part of the trustee or any holder.
The trustee is required, within 90 days after the occurrence of an event of
default related to the debt securities of any series, to give to the holders of
the debt securities of that series notice of the default that it actually knows
of, if not cured or waived. However, except in the case of default in the
payment of principal, premium, if any, or interest on any debt security of that
series, or in the deposit of any sinking fund payment which is provided, the
trustee will be protected in withholding the notice if the trustee in good faith
determines that the withholding of the notice is in the interest of the holders
of the debt securities of that series. In addition, the notice will not be given
until 30 days after the occurrence of an event of default related to the debt
securities of any series in the performance of a covenant in the indenture other
than for the payment of the principal, premium, if any, or interest on any debt
security of that series or the deposit of any sinking fund payment with respect
to the debt securities of that series.
At any time after a declaration of acceleration of any debt securities of a
series is made, but before the trustee has obtained a judgment for payment of
money, the holders of a majority in aggregate principal amount of the existing
debt securities of that series may, under some circumstances, rescind this
acceleration.
The indenture contains provisions entitling the trustee to be indemnified
by the holders of the debt securities of the relevant series before proceeding
to exercise any right or power under the indenture at the request of those
holders. Subject to these provisions for the indemnification of the trustee, the
holders of a majority in aggregate principal amount of the outstanding debt
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, related to the debt
securities of that series.
The holder of debt securities will not have any right to institute any
proceeding related to the indenture, or for the appointment of a receiver or
trustee for any other remedy under the indenture, unless:
o the holder has previously given to the trustee written notice of a
continuing event of default related to the debt securities of that
series;
o holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written request
to the trustee to institute the proceeding and the holders have
offered reasonable indemnity; and
o the trustee has failed to institute the proceeding, and has not
received from the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series instructions which
conflict with that request, within 60 days after the notice, request
and offer.
The indenture requires us to file annually with the trustee a certificate
executed by one officer, indicating whether the officer has knowledge of any
default under the indenture.
15
The right of any holder to receive payment of the principal, premium, if
any, and interest on the debt securities or to institute a legal proceeding
cannot be impaired without the holder's consent.
Modification and Waiver
With the consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of any series affected by
the modification or amendment, voting as one class, we and the trustee may
execute supplemental indentures modifying or amending the indenture or any
supplemental indenture.
Without the consent of the holder of each debt security affected by the
modification, we may not:
o change the maturity of, the principal of, or any installment of
principal or interest on any debt security;
o reduce the principal amount of the debt security;
o reduce the rate of interest on the debt security;
o reduce any premium payable at redemption of the debt security;
o reduce the amount of the principal of an original issue discount
security due or any other security due at acceleration of maturity;
o change the place of payment, or coin or currency in which the
principal, premium, if any, or interest on any debt security is
payable;
o impair the right to institute suit for the enforcement of any payment
on or after maturity, or in the case of redemption or repayment, on or
after the redemption or repayment date;
o reduce the percentage in principal amount of outstanding debt
securities of any series, the consent of the holders of which is
required for modification or amendment of the indenture;
o reduce the percentage of outstanding debt securities necessary to
waive compliance with some provisions of the indenture or for waiver
of some defaults; or
o modify the foregoing requirements.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series may, on behalf of the holders of all
debt securities of that series, waive, for that series, our compliance with some
provisions of the indenture.
The holders of at least a majority in aggregate principal amount of the
outstanding debt securities of each series may, on behalf of the holders of all
debt securities of that series, waive any past default under the indenture for
the debt securities of that series, except a default:
o in the payment of principal, premium, if any, or interest on any debt
security, or
o related to a covenant or provision of the indenture which cannot be
modified or amended without the consent of the holder of each
outstanding debt security of the series affected.
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The indenture provides that, in determining whether the holders of the
requisite principal amount of the outstanding debt securities have given, made
or taken any request, demand, authorization, direction, notice, consent, waiver
or other action as of any date:
o the principal amount of an original issue discount security deemed
outstanding will be the amount of the principal of the original issue
discount security due at acceleration of maturity to that date;
o if, as of that date, the principal amount payable at the maturity of a
debt security cannot be determined, the principal amount of the debt
security deemed outstanding will be the amount determined under a
board resolution and specified in an officers' certificate, or
determined in one or more supplemental indentures, prior to the
issuance of the debt securities;
o the principal amount of a debt security denominated in one or more
foreign currencies or currency units deemed outstanding will be the
U.S. dollar equivalent, determined as of that date as described in the
previous bullet point, of the principal amount of the debt security,
or in the case of a debt security described in either of the first two
bullet points, of the amount determined as described in that bullet
point above; and
o debt securities owned by us or any other lender on the debt
securities, or any affiliates of ours or of any lender, will be
disregarded and deemed not to be outstanding, except that in
determining whether the trustee will be protected in relying on such
request, demand, authorization, direction, notice, consent, waiver or
other action, only debt securities which the trustee knows to be so
owned will be disregarded.
Debt securities so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
trustee the pledgee's right to so act for the debt securities and that the
pledgee is not us or any other lender on the debt securities or any of our
affiliates or other lender.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge into another entity or convey,
transfer or lease our property and assets substantially as an entirety to any
other entity, and we may not permit any entity to consolidate with or merge into
us or convey, transfer or lease their properties and assets substantially as an
entirety to us, unless:
o any successor or purchaser is a corporation, partnership, limited
liability company or trust organized under the laws of the United
States, any State or the District of Columbia, and this successor or
purchaser expressly assumes our obligations on the debt securities
under a supplemental indenture in a form satisfactory to the trustee;
o immediately after giving effect to the transaction, no event of
default, and no event which after notice or lapse of time or both
would become an event of default, occurred and is continuing;
o if, as a result of this transaction, our property or assets become
subject to a lien which is not permitted by the indenture, our
successor or us, as the case may be, takes the necessary steps to
secure the debt securities issued under the indenture equally and
ratably with debt secured by the lien; and
o other conditions required under the indenture are met.
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If we consolidate or merge into or if we convey, transfer or lease our
assets substantially as an entirety, our successor will succeed to, and will be
substituted for us under the indenture, and in this case, but not in the case of
a lease, we will be relieved of all obligations and covenants under the
indenture and debt securities.
Defeasance
Unless the applicable prospectus supplement specifies otherwise, the
following provisions relating to defeasance and discharge of debt, or relating
to defeasance of some restrictive covenants under the indenture, will apply to
the debt securities of any series, or to any specified part of a series.
The indenture contains a provision which permits us to elect:
o to defease and be discharged from all of our obligations, subject to
limited exceptions, related to any series of debt securities then
outstanding, which we refer to as legal defeasance; or
o to be released from our obligations under some restrictive covenants,
including those described above under the section entitled "Some
Restrictive Covenants," which we refer to as covenant defeasance.
To make this election, we must:
o deposit in trust for the benefit of the holders of the debt
securities, money or U.S. government obligations, or both, which,
through the payment of principal, premium, if any, and interest in
accordance with their terms, will provide sufficient money to repay in
full the series of debt securities and any mandatory sinking fund
payments on the respective maturities;
o deliver to the trustee an opinion of counsel as provided under the
indenture, that holders of debt securities will not recognize gain or
loss for federal income tax purposes as a result of the deposit,
defeasance and discharge and will be subject to federal income tax in
the same amount, in the same manner and at the same times as would
have been the case if this deposit, defeasance and discharge had not
occurred; and
o comply with other conditions of the indenture.
If we exercised the legal defeasance option on any debt securities and
these debt securities were declared due and payable because an event of default
occurred, the amount of money and U.S. government obligations deposited in trust
would be sufficient to pay the amounts due on the debt securities at the time of
their respective maturities but may not be sufficient to pay the amounts due on
the debt securities at acceleration resulting from the event of default. In that
case, we would remain liable for the payments.
"U.S. government obligation" means:
o any security which is:
- a direct obligation of the United States for the payment of which
the full faith and credit of the United States is pledged, or
- an obligation of a person controlled or supervised by and acting
as an agency or instrumentality of the United States the payment
of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in case of either this
18
bullet point or the previous bullet point, is not callable or
redeemable at the option of the issuer; and
o any depositary receipt issued by a bank, as custodian for any U.S.
government obligation which is specified in the first bullet point
above and held by that bank for the account of the holder of the
depositary receipt, or for any specific payment of principal or
interest on any U.S. government obligation so specified and held,
provided that, except as required by law, the custodian is not
authorized to make any deduction from the amount payable to the holder
of the depositary receipt from any amount received by the custodian
for the U.S. government obligation or the specific payment of
principal or interest evidenced by the depositary receipt.
The Trustee
Wells Fargo Bank, National Association (as successor to Wells Fargo Bank
Minnesota, National Association, formerly known as Norwest Bank Minnesota,
National Association) is the trustee under the indenture. The trustee may resign
or be removed by the act of holders of a majority in principal amount of the
securities of a series, with respect to one or more series of debt securities,
and we may appoint a successor trustee to act for these series. If two or more
persons are acting as trustee for different series of debt securities, each
trustee will be a trustee of a trust under the indenture separate and apart from
the trust administered by any other trustee, and any action described in this
prospectus to be taken by the "trustee" may then be taken by each trustee for,
and only for, the series of securities for which it is trustee.
In the ordinary course of business, Wells Fargo Bank, National Association,
and its affiliates have engaged, and may in the future engage, in banking and
commercial transactions with us and our affiliates. Wells Fargo Bank, National
Association, participates in our credit agreement and maintains customary
banking relationships with us.
Governing Law
The indenture and the offered debt securities will be governed by, and
construed under, the laws of the State of New York.
19
PLAN OF DISTRIBUTION
We may offer and sell the debt securities offered by this prospectus:
o through underwriters;
o through dealers;
o through agents;
o directly to one or more purchasers; or
o through some combination of these methods.
The applicable prospectus supplement will describe the terms of the
offering of any debt securities, including the name or names of any
underwriters, dealers or agents, the price of the offered securities and the net
proceeds to us from the sale, including any underwriting discounts and
commissions or other items constituting underwriters' compensation, and any
discounts, commissions or fees allowed or paid to dealers or agents.
By Underwriters
If underwriters are used in the sale, the offered debt securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
If we sell securities to underwriters, we will execute an underwriting agreement
with them at the time of sale and will name them in the applicable prospectus
supplement. The debt securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by one
or more investment banking firms or others, as designated. Unless the applicable
prospectus supplement specifies otherwise, the obligations of the underwriters
or agents to purchase the offered debt securities will be subject to some
conditions. The underwriters will be obligated to purchase all the offered debt
securities if any of the securities are purchased. Any initial public offering
price and any underwriting commissions or other items constituting underwriters'
compensation may be changed from time to time.
By Dealers
If a dealer is utilized in the sale of any debt securities offered by this
prospectus, we will sell those debt securities to the dealer, as principal. The
dealer may then resell the debt securities to the public at varying prices to be
determined by the dealer at the time of resale. We will set forth the names of
the dealers and the terms of the transaction in the applicable prospectus
supplement.
By Agents
We may also sell debt securities offered by this prospectus through agents.
We will name any agent involved in the offer and sale and describe any
commissions payable by us in the applicable prospectus supplement. Unless
otherwise indicated in the prospectus supplement, any agent will be acting on a
reasonable efforts basis for the period of its appointment.
By Direct Sales
We may also directly sell debt securities offered by this prospectus. In
this case, no underwriters, dealers or agents would be involved. We will
describe the terms of any of those sales in the applicable prospectus
supplement.
20
General Information
Underwriters, dealers and agents that participate in the distribution of
the debt securities offered by this prospectus may be deemed underwriters under
the Securities Act of 1933, as amended, and any discounts or commissions they
receive from us and any profit on their resale of the debt securities may be
treated as underwriting discounts and commissions under the Securities Act of
1933, as amended.
If the applicable prospectus supplement so indicates, we will authorize
agents, underwriters or dealers to solicit offers by some specified institutions
to purchase offered debt securities from us at the public offering price
specified in the prospectus supplement under delayed delivery contracts
providing for payment and delivery on a specified date in the future. These
contracts will be subject only to those conditions stated in the prospectus
supplement, and the prospectus supplement will specify the commission payable
for solicitation of the contracts.
Under agreements entered into with us, agents and underwriters who
participate in the distribution of the offered debt securities may be entitled
to indemnification by us against some civil liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribution regarding
payments that the agents or underwriters may be required to make. Agents and
underwriters may be customers of, engage in transactions with, or perform
services for us in the ordinary course of business.
The offered debt securities will be a new issue of securities with no
established trading market. Any underwriters or agents to or through whom we
sell the debt securities for public offering and sale may make a market in the
debt securities. The underwriters or agents are not obligated to make a market
in the offered debt securities and may discontinue market making at any time
without notice. We cannot predict the liquidity of the trading market for any
debt securities.
In connection with an offering of our debt securities, underwriters,
dealers or agents may purchase and sell them in the open market. These
transactions may include stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. Stabilizing
transactions consist of some bids or purchases for the purpose of preventing or
slowing a decline in the market price of the debt securities, and syndicate
short positions involve the sale by the underwriters or agents, as the case may
be, of a greater number of securities than they are required to purchase from us
in the offering. Underwriters may also impose a penalty bid, which means that
the underwriting syndicate may reclaim selling concessions allowed to syndicate
members or other broker dealers who sell securities in the offering for their
account if the syndicate repurchases the securities in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the debt securities, which may be higher than the price that
might otherwise prevail in the open market. These activities, if commenced, may
be discontinued at any time without notice. These transactions may be affected
on any securities exchange on which the debt securities may be listed, in the
over-the-counter market or otherwise.
VALIDITY OF DEBT SECURITIES
The validity of the offered debt securities will be passed upon for us by
Dorsey & Whitney LLP. Certain matters of Florida law will be passed upon for us
by Douglas E. Wentz, Esq., our Senior Associate General Counsel. As of July 28,
2005, Douglas E. Wentz owned 6,698 shares of our common stock and had options to
purchase 38,150 shares of our common stock. Unless otherwise indicated in the
applicable prospectus supplement or prospectus supplements, the validity of the
offered debt securities will be passed upon for any underwriters or agents by
McGuireWoods LLP.
21
EXPERTS
Our consolidated financial statements and management's report on the
effectiveness of internal control over financial reporting have been
incorporated by reference in the prospectus and in the registration statement
from our Annual Report on Form 10-K in reliance upon the reports of KPMG LLP, an
independent registered public accounting firm, as stated in their reports which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION ABOUT DARDEN
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public through
the Internet at the SEC web site at http://www.sec.gov. You may also read and
copy any document we file with the SEC at the SEC's public reference room at 100
F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330
for further information on the public reference facilities and their copy
charges. You may also obtain copies of our SEC filings at the office of the New
York Stock Exchange, Inc. For further information on obtaining copies of
Darden's public filings at the New York Stock Exchange, you should call
1-212-656-3000.
The SEC allows us to incorporate by reference into this prospectus the
information we file with them. This allows us to disclose important information
to you by referencing those filed documents. We have previously filed the
following document with the SEC and are incorporating it by reference into this
prospectus:
o Our Annual Report on Form 10-K for the year ended May 29, 2005; and
o Our Current Report on Form 8-K filed on June 21, 2005.
We also are incorporating by reference any future filings made by us with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of the initial filing of the registration
statement of which this prospectus is a part and before the filing of a
post-effective amendment to that registration statement that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold. The most recent information that we file with the SEC
automatically updates and supersedes more dated information.
You can obtain a copy of any documents which are incorporated by reference
in this prospectus or any prospectus supplement at no cost by writing or
telephoning us at:
Investor Relations
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(800) 832-7336
You should rely only on the information contained or incorporated by
reference in this prospectus or the prospectus supplement relating to the
offered debt securities. We have not authorized anyone to provide you with
different information. We are not offering to sell the debt securities in any
jurisdiction where the offer or sale is not permitted. You should not assume
that the information in this prospectus or any prospectus supplement is accurate
as of any date other than the date on the front cover of those documents. Our
business, financial condition, results of operations and prospects may have
changed since those dates.
22
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee $ 55,908
Legal fees and expenses 150,000
Printing and engraving 50,000
Accountants' fees and expenses 100,000
Fees and expenses of Trustee and counsel 10,000
Rating agency fees and expenses 913,000
Miscellaneous expenses 1,092
----------
Total $ 1,280,000*
==========
--------------
* All of the above amounts are estimates except for the SEC registration fee.
Item 15. Indemnification of Directors and Officers.
Florida law contains provisions permitting and, in some situations,
requiring Florida corporations to provide indemnification to their officers and
directors for losses and litigation expense incurred in connection with their
service to the corporation in those capacities. Our articles of incorporation
and bylaws contain provisions requiring us to indemnify our directors and
officers to the fullest extent permitted by law. Among other things, these
provisions provide indemnification for officers and directors against
liabilities for judgments in and settlements of lawsuits and other proceedings
and for the advancement and payment of fees and expenses reasonably incurred by
the director or officer in defense of any such lawsuit or proceeding. Our
articles of incorporation also provide that if Florida law is amended to further
eliminate or limit the liability of directors, then the liability of our
directors shall be eliminated or limited, without further shareholder action, to
the fullest extent permissible under Florida law as so amended.
In addition, our articles of incorporation and bylaws authorize us to
purchase insurance for our directors and officers insuring them against certain
risks as to which we may be unable lawfully to indemnify them. We maintain such
insurance coverage for our officers and directors, as well as insurance coverage
to reimburse Darden for potential costs of our corporate indemnification of
officers and directors.
Item 16. Exhibits.
Number Description
1.1* Form of Underwriting Agreement with respect to the Debt Securities.
4.1 Indenture dated as of January 1, 1996 between the Registrant and
Wells Fargo Bank, National Association (as successor to Wells
Fargo Bank Minnesota, National Association, formerly known as
Norwest Bank Minnesota, National Association), as Trustee
(incorporated by reference to Exhibit 4.1 to the Registrant's Form
8-K dated January 26, 1996).
4.2 Proposed form of Debt Securities (included as part of Exhibit 4.1).
5.1** Opinion of Dorsey & Whitney LLP.
5.2** Opinion of Douglas E. Wentz, Esq.
12.1 Computation of Ratio of Consolidated Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to the Registrant's Annual
Report on Form 10-K for the year ended May 29, 2005).
23.1** Consent of KPMG LLP.
II-1
23.2** Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.3** Consent of Douglas E. Wentz, Esq. (included in Exhibit 5.2).
24.1** Powers of Attorney.
25.1** Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wells Fargo Bank, National Association (as
successor to Wells Fargo Bank Minnesota, National Association,
formerly known as Norwest Bank Minnesota, National Association).
--------------
* To be filed by amendment or pursuant to report to be filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
** Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities
Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
II-2
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 hereof, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on the 29th day of July,
2005.
DARDEN RESTAURANTS, INC.
By: /s/ Clarence Otis, Jr.
-------------------------------
Clarence Otis, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 29th day of July, 2005.
Signature Title
--------- -----
/s/ Joe R. Lee *
------------------------------------ Director and Chairman of the Board
Joe R. Lee
/s/ Clarence Otis, Jr. Director and Chief Executive Officer
------------------------------------ (principal executive officer)
Clarence Otis, Jr.
/s/ Linda J. Dimopoulos * Senior Vice President and Chief Financial
------------------------------------ Officer (principal financial and
Linda J. Dimopoulos accounting officer)
/s/ Leonard L. Berry * Director
------------------------------------
Leonard L. Berry
/s/ Odie C. Donald * Director
------------------------------------
Odie C. Donald
/s/ David H. Hughes* Director
------------------------------------
David H. Hughes
/s/ Charles A. Ledsinger, Jr. * Director
------------------------------------
Charles A. Ledsinger, Jr.
/s/ William M. Lewis, Jr. * Director
------------------------------------
William M. Lewis, Jr.
/s/ Andrew H. Madsen * Director
------------------------------------
Andrew H. Madsen
/s/ Cornelius McGillicuddy, III * ** Director
------------------------------------
Cornelius McGillicuddy, III
/s/ Michael D. Rose* Director
------------------------------------
Michael D. Rose
/s/ Maria A. Sastre * Director
------------------------------------
Maria A. Sastre
/s/ Jack A. Smith * Director
------------------------------------
Jack A. Smith
------------------------
** Popularly known as Senator Connie Mack, III. Senator Mack signs legal
documents, including this registration statement, under his legal name of
Cornelius McGillicuddy, III.
II-4
/s/ Blaine Sweatt, III * Director
------------------------------------
Blaine Sweatt, III
/s/ Rita P. Wilson * Director
------------------------------------
Rita P. Wilson
*By: /s/ Paula J. Shives
------------------------------
Paula J. Shives
Attorney-in-Fact
II-5
EXHIBIT INDEX
Number Description
1.1* Form of Underwriting Agreement with respect to the Debt Securities.
4.1 Indenture dated as of January 1, 1996 between the Registrant and
Wells Fargo Bank, National Association (as successor to Wells Fargo
Bank Minnesota, National Association, formerly known as Norwest
Bank Minnesota, National Association) (incorporated by reference to
Exhibit 4.1 to the Registrant's Form 8-K dated January 26, 1996).
4.2 Proposed form of Debt Securities (included as part of Exhibit 4.1).
5.1** Opinion of Dorsey & Whitney LLP.
5.2** Opinion of Douglas E. Wentz, Esq.
12.1 Computation of Ratio of Consolidated Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to the Registrant's Annual
Report on Form 10-K for the year ended May 29, 2005).
23.1** Consent of KPMG LLP.
23.2** Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.3** Consent of Douglas E. Wentz, Esq. (included in Exhibit 5.2).
24.1** Powers of Attorney.
25.1** Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Wells Fargo Bank, National Association (as
successor to Wells Fargo Bank Minnesota, National Association,
formerly known as Norwest Bank Minnesota, National Association).
--------------
* To be filed by amendment or pursuant to report to be filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.
** Filed herewith.