UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 16, 2005
Darden Restaurants, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida 1-13666 59-3305930
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
5900 Lake Ellenor Drive, Orlando, Florida 32809
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (407) 245-4000
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Item 3.03 below is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
On May 16, 2005, the Board of Directors of Darden Restaurants, Inc. (the
"Company"), a Florida corporation, declared a dividend (the "Dividend") of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, without par value. The dividend is payable on May 25, 2005 to holders of
record as of the close of business on such date. The specific terms of the
Rights are contained in the Rights Agreement, dated as of May 16, 2005, by and
between the Company and Wachovia Bank, National Association, as Rights Agent.
The Board of Directors has authorized the adoption of a Rights Agreement to
protect shareholders from coercive or otherwise unfair takeover tactics and the
Rights will replace certain preferred share purchase rights that will expire as
of the close of business on May 24, 2005. In general terms, the Rights impose a
significant penalty upon any person or group which acquires beneficial ownership
of 15% or more of the Company's outstanding common stock without the prior
approval of the Board of Directors. The Company, its subsidiaries, employee
benefit plans of the Company or any of its subsidiaries, and any entity holding
common stock for or pursuant to the terms of any such plan will be excepted.
Following is a summary of the terms of the Rights Agreement. The following
summary is qualified in its entirety by the full text of the Rights Agreement
which is attached as Exhibit 4.1 hereto and incorporated by reference herein.
The Rights. The Rights will initially trade with, and will be inseparable from,
the common stock. The Rights will be evidenced only by the certificates that
represent shares of common stock, and not by separate certificates. New Rights
will accompany any new shares of common stock we issue after May 25, 2005 until
the earlier of the Distribution Date described below or the redemption or
expiration of the Rights.
Exercise Price. Each Right will allow its holder to purchase from our Company
one one-thousandth of a share of Series A Participating Cumulative Preferred
Stock (a "Preferred Share") for $120, once the Rights become exercisable. Each
one-thousandth of a Preferred Share will give the shareholder approximately the
same dividend and liquidation rights as would one share of common stock. Prior
to exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until:
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 15% or more of our
outstanding common stock, or, if earlier,
o 10 business days (or a later date determined by the Board of Directors
before any person or group becomes an Acquiring Person) after a person or
group begins a tender or exchange
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offer which, if consummated, would result in that person or group becoming
an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
The Board of Directors may reduce the threshold at which a person or group
becomes an Acquiring Person from 15% to not less than 10% of the outstanding
common stock subject to the limitation that the Board may not cause a person or
group to become an Acquiring Person solely by virtue of the Board's reducing the
threshold below the percentage interest that such person or group already owns.
Consequences of a Person or Group Becoming an Acquiring Person.
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o Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $120 per Right, purchase shares
of our common stock with a market value of $240, based on the market price
of the common stock prior to such acquisition.
o Flip Over. If our Company is later acquired in a merger or similar
transaction after the Distribution Date for the Rights, all holders of
Rights except the Acquiring Person may, for $120 per Right, purchase shares
of the acquiring corporation with a market value of $240, based on the
market price of the acquiring corporation's stock prior to such merger.
Preferred Share Provisions.
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Each one one-thousandth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.001, or an amount
equal to the dividend paid on one share of common stock, whichever is
greater.
o will entitle holders upon liquidation either to receive $1.00 or an amount
equal to the payment made on one share of common stock, whichever is
greater.
o will have the same voting power as one share of common stock.
o will entitle holders to a per share payment equal to the payment made on
one share of common stock if shares of our common stock are exchanged via
merger, consolidation, or a similar transaction.
The value of a one one-thousandth interest in a Preferred Share should
approximate the value of one share of common stock.
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Expiration. The Rights will expire at the close of business on May 25, 2015,
unless earlier redeemed or exchanged, as discussed below.
Redemption. The Board of Directors shall have the right to redeem the Rights for
$.01 per Right at any time before any person or group becomes an Acquiring
Person. If the Board redeems any Rights, it must redeem all of the Rights. Once
the Rights are redeemed, the only right of the holders of Rights will be to
receive the redemption price of $.01 per Right. The redemption price will be
adjusted if we have a stock split or stock dividends with respect to our common
stock.
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, the Board
shall have the right to extinguish the Rights by exchanging one share of common
stock or an equivalent security for each Right, other than Rights held by the
Acquiring Person.
Anti-Dilution Provisions. The Board shall have the right to adjust the purchase
price of the Preferred Shares, the number of Preferred Shares issuable and the
number of outstanding Rights to prevent dilution that may occur from a stock
dividend, a stock split, a reclassification of the Preferred Shares or common
stock. No adjustments to the Exercise Price of less than 1% will be made.
Amendments. The Board shall have the right to amend the terms of the Rights
Agreement without the consent of the holders of the Rights. However, the Board
shall not have the right to amend the Rights Agreement to lower the threshold at
which a person or group becomes an Acquiring Person to below 10% of our
outstanding common stock. In addition, the Board shall not have the right to
cause a person or group to become an Acquiring Person by lowering this threshold
below the percentage interest that such person or group already owns. After a
person or group becomes an Acquiring Person, the Board shall not have the right
to amend the agreement in a way that adversely affects holders of the Rights.
Item 9.01 Financial Statements and Exhibits.
(C) Exhibits. The following exhibits are filed as part of this report:
4.1 Rights Agreement, dated as of May 16, 2005, by and between
Darden Restaurants, Inc. and Wachovia Bank, National
Association, as Rights Agent.
99.1 Press Release, dated May 16, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 16, 2005
DARDEN RESTAURANTS, INC.
By: /s/ Paula J. Shives
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Name: Paula J. Shives
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Rights Agreement, dated as of May 16, 2005, by and between Darden
Restaurants, Inc. and Wachovia Bank, National Association, as
Rights Agent.
99.1 Press Release, dated May 16, 2005.
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