ITEM 1. BUSINESS.
General
Ryan's Family Steak Houses, Inc., the Registrant (referred to hereafter as the "Company"), is a South Carolina corporation which operates a chain of restaurants located principally in the southern and midwestern United States. At March 6, 1996, 231 company-owned and 25 franchised Ryan's Family Steakhouse restaurants (concept only; referred to hereafter as "Ryan's" or "Ryan's restaurant") were in operation. The Company also operated 3 other restaurant concepts, consisting of 5 restaurants in total, on a test basis. Systemwide sales, which include sales by franchised restaurants, were approximately $560 million and $499 million in 1995 and 1994, respectively. Sales by all company-owned restaurants amounted to approximately $513 million in 1995 and $448 million in 1994. The Company, headquartered in Greer, South Carolina, was organized in 1977 and completed its initial public offering in 1982.
The following table indicates the number of company-owned restaurants opened each year, net of closings, and the total number of company-owned restaurants open at each year-end during the 5-year period ending 1995:
Operations - Ryan's
General. A Ryan's restaurant is a family-oriented restaurant serving a wide variety of foods from its Mega Bar* as well as traditional "steak house" entrees, such as charbroiled USDA Choice steaks, hamburgers, chicken and seafood. The Mega Bar* includes, in addition to fresh and pre-made salad items, soups, cheeses, a variety of hot meats and vegetables, and hot yeast rolls prepared and baked daily on site. All entree purchases include a trip to a bakery bar. Bakery bars feature hot and fresh-from-the-oven cookies, brownies and other bakery products as well as various dessert selections, such as ice cream, frozen yogurt, fresh fruit, cakes, cobblers and several dessert toppings. All Ryan's also offer a variety of non-alcoholic beverages. During mid-1993, the Company modified the layout of the Mega Bar* to a scatter bar format. This format breaks the Mega Bar* into five island bars for easier customer access and more food variety. At the end of 1995, scatter bars had been installed in 208 Ryan's restaurants, or 92% of all company-owned Ryan's. Current plans for 1996 call for the installation of scatter bars in all remaining units by the end of the first quarter. All new Ryan's since mid-1993 have opened with scatter bars.
Each Ryan's operates seven days a week. Typical hours of operation are 11:00 a.m. to 9:30 p.m. Sunday through Thursday and 11:00 a.m. to 10:30 p.m. Friday and Saturday. The average customer count per restaurant during 1995 was approximately 7,450 per week, and the average meal price (per person) was $5.90 (including beverage). Management believes that the average table turns over every 30 to 45 minutes.
Each company-owned Ryan's is located in a free-standing brick building of approximately 10,000 to 11,500 square feet. While most Ryan's have interior brick walls, the interiors of the newer restaurants, commencing in August 1991, utilize sheet rock, wallpaper and oak paneling. The interior of most restaurants contains two or three dining rooms, seating approximately 300 to 500 persons in total, a customer ordering area and a kitchen. The focal points of the dining room are the centrally located scatter bars (referred to in the restaurants as the Mega Bar*) and bakery bar. An average Ryan's has parking for approximately 180 cars.
Restaurant Management and Supervision. The Company emphasizes standardized operating and control systems together with comprehensive recruiting and training programs in order to maintain food and service quality. In each Ryan's restaurant, the management team consists of a general manager, a manager and two assistant managers. Management personnel begin employment at the manager trainee level and complete a formal five-week training program at the Company's management training center in Greer, South Carolina, prior to being placed in assistant manager positions.
Each restaurant management team reports to an area supervisor. Area supervisors normally oversee the operations of four to eight restaurants and report to one of eight regional directors, a position that may be at the Vice President level and, in each case, reports to the Vice President-Operations. Communication and support from all corporate office departments are designed to assist the area supervisors and regional directors to respond promptly to local concerns.
All regional directors, area supervisors, general managers and managers participate in incentive bonus programs. Bonuses paid to restaurant management are based principally upon the monthly sales volume of their individual restaurant with deductions for excess spending of key expense items, such as food cost, payroll and cash shortages. The bonus program for area supervisors and regional directors is based principally upon same-store sales, profitability, "hidden shopper" (service feedback) scores and certain qualitative factors.
Advertising. The Company has not relied extensively on advertising, expending less than one percent of restaurant sales during each of the years 1995, 1994 and 1993. Nevertheless, advertising activities in 1995 were significantly increased from the prior years' levels as the Company ran advertising campaigns, consisting of both television and radio, in the Charleston, SC and Atlanta, GA markets. Newspaper ads and billboards were used in certain other markets. Management believes that the restaurant industry has become increasingly competitive over the past several years and that advertising will become an important factor in the development and retention of market share. Based on current budgets, an expansion of advertising expenditures in 1996 is expected with media campaigns planned for markets covering approximately one-third of all company-owned Ryan's.
Expansion of Company-Owned Restaurants
General. At March 6, 1996, the Company owned and operated 231 Ryan's and five test concepts for a total of 236 restaurants. During the remainder of 1996, 23 to 25 additional Ryan's are scheduled to open, resulting in 28 to 30 new company-owned Ryan's in 1996. Target sites for these new restaurants are spread fairly evenly across the Company's current 21-state operating area. The Company opened 24 restaurants during 1995, including three test concepts, compared to 22 (including two test concepts) and 30 restaurants during 1994 and 1993, respectively. During 1995, 5 underperforming restaurants were closed compared to 4 and 1 closure during 1994 and 1993, respectively.
Test Concepts. At March 6, 1996, the Company owned and operated five test restaurants, representing 3 different test concepts. Two restaurants, located in Greenville, SC and Myrtle Beach, SC, serve Tex- Mex fare; two restaurants, located in Plano, TX and Arlington, TX, are upscale western-style steakhouses; and one restaurant in Fairfield, OH (Cincinnati), serves classic Italian food in a buffet setting. All restaurants opened in late-1994 and early-1995. The Tex-Mex and upscale steakhouse concepts are considered to be casual-dining concepts. In contrast to a Ryan's, these concepts are characterized by full table and bar service and average checks (per person) ranging from $11 to $15. A Ryan's operates in a limited self-service format, no alcoholic beverages are served, and the average check amounted to $5.90 during 1995. The Italian buffet concept is also a limited self- service format, but serves alcoholic beverages (beer and wine) with a $7 average check. Further expansion of all 3 test concepts will be limited during 1996 while financial results are being evaluated.
Site Selection. The Company employs a real estate manager and uses independent real estate brokers to locate potential new sites and to perform all preliminary site investigative work. Final approval is made by the Company's executive management. Important factors in site selection include population, demographics, proximity to both business and residential areas, traffic count and site accessibility. In addition, site selection for a Ryan's restaurant is also influenced by the general proximity to other Ryan's in order to optimize the efforts of the Company's area supervisors.
Construction. The Company presently engages non-affiliated, general contractors to construct most of its restaurants on a lump-sum contract basis. The Company requires performance and payment bonds on certain building and site work contracts, depending on the size and reputation of and Company history with the general contractor, and closely supervises and monitors the progress of all construction projects. Other new restaurants are built with the Company acting as the general contractor. New restaurants are generally completed approximately three to four months from the commencement of construction. The average cost of a new Ryan's (land, building and equipment) constructed in 1995 was approximately $2.0 million.
Restaurant Opening. When a new Ryan's is opened, all restaurant management positions are staffed with personnel who have had prior management experience in another of the Company's restaurants. Prior to opening, all staff personnel at the new location undergo one week of intensive training conducted by a store opening team.
Franchising
While the Company has granted Ryan's franchises in the past, management has not actively pursued new franchisees in recent years in order to concentrate on the operation and development of company-owned restaurants. New franchises may be awarded to existing franchisees having good operating results or to new franchisees proposing to operate in regions significantly outside of the Company's existing or contemplated operating areas.
The following table indicates the number of franchised restaurants opened each year, net of closings, and the total number of franchised restaurants open at each year-end during the 5-year period ending 1995:
The present franchise agreements are for a period of 15 years, with two five-year renewal options, and provide for a continuing royalty to the Company of three to four percent of gross receipts. The agreements provide that the Company will furnish the franchisee all the necessary information to construct, equip, manage and operate a restaurant under the Ryan's Family Steak House name or derivative thereof. The agreements generally provide for the construction and operation of one restaurant with exclusive territorial protection within a one to five mile radius.
The franchise agreement with Family Steak Houses of Florida, Inc. ("Family") provides for exclusive territorial protection in certain Florida counties as long as a specified number of new Ryan's are opened. During the fourth quarter of 1993, Family informed the Company that it would be unable to pay its royalty fees from August through December 1993, and this nonpayment condition subsequently continued through the second quarter of 1994. In July 1994, an agreement was reached with Family regarding both past-due and future royalty fees. This agreement provided for a $236,000 cash payment by Family, the relinquishment of Family's exclusive development rights in certain counties in South Florida and the Florida panhandle (subject to first refusal and buy-back rights of Family), an $800,000 long-term note payable to the Company and a reduction in the royalty fee rate from 4.25% to 3% until April 30, 1997, at which time the rate will increase to 4%. The relinquishment of development rights was valued at $500,000 and treated as a partial write-off of Family's past-due royalty fees. In addition, the agreement with Family decreased the required number of Ryan's restaurants in operation to 24 through the end of 1996 and to 25 at the end of 1997. Pursuant to the agreement, the required number of restaurants in operation will then increase by 1 for each year after 1997. All required payments from Family to the Company subsequent to the agreement have been received in a timely manner. However, due to Family's payment history, the Company's accounting policy regarding Family's royalty fees was changed during 1994 to a cash basis. Accordingly, all royalty fees received thereafter, including payments required under the long-term note payable, have been recognized as revenue when received.
Sources and Availability of Raw Materials
The Company has a centralized purchasing program which is designed to ensure uniform product quality in all restaurants as well as reduced food, beverage and supply costs. The Company's management establishes contracts for approximately 85% of its food and other products from a variety of major suppliers under competitive terms. Purchases under these contracts are delivered to one of two warehouses operated by the Company's principal distributor and then delivered to the restaurants by the distributor. The distributor contracts for approximately 10% of the Company's products, with the remaining 5% (principally fresh produce) purchased locally by restaurant management. The beef used by the Company is obtained from four western suppliers based on price and availability of product. To ensure against interruption in the flow of beef supplies due to unforeseen or catastrophic events and to take advantage of favorable purchasing opportunities, the Company stockpiles two to six weeks supply of sirloin at the distributor. The Company believes that satisfactory sources of supply are generally available for all the items regularly used.
Working Capital Requirements
Working capital requirements for continuing operations are not significant. The Company's restaurant sales are primarily derived from cash sales, and inventories are purchased on credit and are rapidly converted to cash. Therefore, the Company does not maintain significant receivables or inventories.
Trademarks and Service Marks
The Company has registered various trademarks and service marks, including "Ryan's Family Steak House" and "Mega Bar," and their related designs with the United States Patent and Trademark Office. All trademarks and service marks have stated expiration dates ranging from September 1997 to August 2002. However, they are renewable for an unlimited number of additional 10-year terms at the option of the Company.
The Company currently operates a restaurant (see "Expansion of Company-Owned Restaurants - Test Concepts") located in Greenville, SC under the name of "Caliente Grille." Under the terms of an agreement with Caliente Cab Restaurant Co., Inc., a New York corporation and owner of the "Caliente" service mark, the Company was granted a perpetual, fully paid-up license to use the "Caliente" name in connection with restaurant services only, and in connection with a single location in Greenville, SC.
Competition
The food service business is highly competitive and is often impacted by changes in the taste and eating habits of the public, economic conditions affecting spending habits, population and traffic patterns. The principal bases of competition in the industry are the quality and price of the food products offered. Location, speed of service and attractiveness of facilities are also important factors. Ryan's restaurants are in competition with many units operated or franchised by national, regional and local restaurant companies that offer steak or buffet-style meals. Although the Company believes that its price/value to its customers places it in an excellent competitive posture, it should be noted that during the last few years many operators have upgraded their restaurants to more closely match the Ryan's format and particularly the Mega Bar*. The Company is also in competition with specialty food outlets and other food vendors.
Seasonality
The Company's operations are subject to some seasonal fluctuations. Sales per restaurant generally increase during the spring and summer months and decline in the fall and winter months.
Research
The Company maintains ongoing research programs relating to the development of new products and evaluation of marketing activities. The Company's management staff includes a Director of Research and Development, whose responsibilities include enhancing and updating the Mega Bar* and entree selections. While research and development activities are important to the Company, past expenditures have not been and future expenditures are not expected to be material to the Company's financial results.
Customers
No material part of the Company's business is dependent upon a single customer or a specific group of customers.
Regulation
The Company is subject to the Fair Labor Standards Act which regulates matters such as minimum wage requirements, overtime and other working conditions. A large number of the Company's restaurant personnel are paid at or near the minimum wage level, and, accordingly, changes in the federal minimum wage affect the Company's labor costs. Other changes to the minimum wage may also be legislated at the state level.
The Company's restaurants are constructed to meet local and state building code requirements and are operated in accordance with state and local regulations relating to the preparation and service of food.
The Company's franchise operations are subject to a variety of laws regulating franchising. The Federal Trade Commission has adopted a rule that imposes certain disclosure requirements on persons engaged in the business of offering franchises. Various states in which the Company has offered franchises have franchising laws that require registration prior to offering franchises for sale and/or that regulate the rights of franchisees, including the circumstances under which franchises may be terminated. Management believes its operations are in material compliance with all applicable franchising laws and regulations.
Environmental Matters
While the Company is not aware of any federal, state or local environmental regulations which will materially affect its operations or competitive position or result in material capital expenditures, it cannot predict the impact of possible future legislation or regulation on its operations.
Employees
At March 6, 1996, the Company employed approximately 16,000 persons, of whom approximately 15,800 were restaurant personnel. The Company strives to maintain low turnover by offering all full-time employees a very competitive benefit package, which includes life and health insurance, vacation pay and a defined contribution retirement plan. Part-time employees who work at least 15 hours per week are eligible to participate in the Company's life and health insurance plans and also receive vacation pay.
None of the Company's employees are represented by a union. The Company has experienced no work stoppages attributable to labor disputes and considers its employee relations to be good.
Information as to Classes of Similar Products or Services
The Company operates in only one industry segment. All significant revenues and pre-tax earnings relate to retail sales of food to the general public through either Company-operated or franchised restaurants. At March 6, 1996, the Company had no operations outside the continental United States.
Information regarding the Company's restaurant sales and assets is included in the Company's financial statements, which are incorporated by reference into Part II, Item 8 of this Form 10-K.
ITEM 2.

ITEM 2. PROPERTIES.
The Company owns substantially all of its restaurant properties, each of which is a free-standing brick building that covers approximately 10,000 to 11,500 square feet, with seating for approximately 300 to 500 persons and parking for approximately 150 to 250 cars on sites of approximately 75,000 to 130,000 square feet. At March 6, 1996, all restaurant sites, except five properties under land leases, were owned by the Company.
A listing of the number of Ryan's restaurant locations by state as of March 6, 1996 appears on page 23 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference. A detail listing of Ryan's restaurant locations may be obtained without charge by writing to the Company's principal executive offices, Attention: Corporate Secretary. As noted above (see "Expansion of Company-Owned Restaurants - Test Concepts"), the Company also operates five test restaurants in Greenville and Myrtle Beach, SC; Plano and Arlington, TX; and Fairfield, OH.
The Company's corporate offices consist of two office buildings (30,000 square feet and 16,000 square feet) and a 20,000 square foot warehouse facility. These properties (land and building) are owned by the Company and located in Greer, SC.
From time to time, the Company offers for sale excess land that was acquired in connection with its restaurant properties. Also, at March 6, 1996, four closed restaurant properties were offered for sale. The Company believes that the eventual disposition or nondisposition of all such properties will not materially affect its business or financial condition, taken as a whole.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is a defendant in legal actions arising in the normal course of its business. The Company believes that, as a result of its legal defenses and insurance arrangements, none of these actions, if decided adversely, would have a material effect on its business or financial condition, taken as a whole.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information regarding trading of the Company's common stock, quarterly market prices and dividends appears under "Common Stock Data" on page 22 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference.
At March 6, 1996, the Company's common stock was held by approximately 20,000 stockholders of record through nominee or street name accounts with brokers.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data for the last five years is included in the "Ten Year Financial Summary" on pages 4 and 5 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" is included on pages 6 through 10 of the Company's 1995 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's financial statements, unaudited quarterly financial information and the independent auditors' report are included on pages 11 through 20 of the Company's 1995 Annual Report to Shareholders and are incorporated herein by reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required under this item is incorporated herein by reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 1996 under the headings "Election of Directors," "Executive Officers" and "Certain Beneficial Ownership of Common Stock - Compliance with Section 16(a) of the Securities Exchange Act."
ITEM 11.

ITEM 11.EXECUTIVE COMPENSATION.
The information required under this item is incorporated herein by reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 1996 under the headings "Election of Directors - Compensation of Directors," "Executive Compensation and Other Information," "Compensation Committee Interlocks and Insider Participation," "Report of the Compensation Committee and Stock Option Committee" and "Performance Graph."
ITEM 12.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required under this item is incorporated herein by reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 1996 under the headings "Election of Directors," "Executive Officers" and "Certain Beneficial Ownership of Common Stock."
ITEM 13.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required under this item is incorporated herein by reference to the Ryan's Family Steak Houses, Inc. Proxy Statement for the Annual Meeting of Shareholders to be held April 25, 1996 under the headings "Executive Compensation and Other Information - Deferred Compensation - Salary Continuation Agreements" and "Compensation Committee Interlocks and Insider Participation."
PART IV
ITEM 14.

ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8- K.
(a)1-2Financial statements filed as part of this Form 10-K are listed in the "Index to Financial Statements", at page 12.
(a)3 Exhibits (numbered in accordance with Item 601 of Regulation S-K):
Exhibit # Description
3.1 Articles of Incorporation, as amended through April 24, 1986, and Bylaws of the Company: Incorporated by reference to Exhibits 4(a) and 4(b) from the Registration Statement of the Company filed with the SEC on Form S-3 (Commission file no. 33- 7245).
3.2 Articles of Amendment to the Articles of Incorporation, dated April 22, 1987: Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K for the period ended January 1, 1992 (Commission file no. 0-10943) (the "1991 10-K").
3.3 Amendment to By-Laws of the Company, dated October 25, 1990: Incorporated by reference to Exhibit 3.3 to the 1991 10-K.
3.4 Articles of Amendment to the Articles of Incorporation, dated May 25, 1989: Incorporated by reference to Exhibit 4.3 to the Registration Statement of the Company filed with the SEC on Form S- 8 (Commission file no. 33-53834).
4.1 Specimen of Company common stock certificate: Incorporated by reference to Exhibit 4.1 to the 1991 10-K.
4.2 See Exhibits 3.1, 3.2, 3.3, 3.4 and 4.1.
*10.1 Ryan's Family Steak Houses, Inc. Incentive Stock Option Plan: Incorporated by reference to the Registration Statement of the Company filed with the SEC on Form S-8 (Commission file no. 2-83987).
*10.2 Ryan's Family Steak Houses, Inc. 1987 Stock Option Plan: Incorporated by reference to Exhibit 4 to the Registration Statement of the Company filed with the SEC on Form S-8 (Commission file no. 33-15924).
*10.3 Ryan's Family Steak Houses, Inc. 1991 Stock Option Plan: Incorporated by reference to Exhibit 4.4 to the Registration Statement of the Company filed with the SEC on Form S-8 (Commission file no. 33-53834).
*10.4 Ryan's Employee Retirement Savings Plan, dated March 1, 1992: Incorporated by reference to Exhibit 10.4 to the 1991 10-K.
*10.5 Salary Continuation Agreement, dated April 22, 1987, between the Company and Alvin A. McCall, Jr.; as amended on October 26, 1989: Incorporated by reference to Exhibit 10.5 to the 1991 10-K.
*10.6 Salary Continuation Agreement, dated April 22, 1987, between the Company and Charles D. Way: Incorporated by reference to Exhibit 10.6 to the 1991 10-K.
*10.7 Agreement and Plan of Restructuring: Incorporated by reference to Exhibit A to the Proxy Statement of the Company, dated March 25, 1993, filed with respect to the Annual Meeting of Shareholders to be held on April 28, 1993.
*10.8 Split Dollar Agreement by and between the Company and Charles D. Way dated September 1, 1993: Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K for the period ended December 29, 1993 (Commission file no. 0-10943) (the "1993 10-K").
*10.9 Split Dollar Agreement by and between the Company and G. Edwin McCranie dated November 12, 1993: Incorporated by reference to Exhibit 10.9 to the 1993 10-K.
*10.10 Split Dollar Agreement by and between the Company and John C. Jamison dated November 12, 1993: Incorporated by reference to Exhibit 10.10 to the 1993 10-K.
*10.11 Split Dollar Agreement by and between the Company and James R. Hart dated August 8, 1993: Incorporated by reference to Exhibit 10.11 to the 1993 10-K.
*10.12 Split Dollar Agreement by and between the Company and Fred T. Grant, Jr. dated November 12, 1993: Incorporated by reference to Exhibit 10.12 to the 1993 10-K.
*10.13 Split Dollar Agreement by and between the Company and Alan E. Shaw dated November 12, 1993: Incorporated by reference to Exhibit 10.13 to the 1993 10-K.
*10.14 Executive Bonus Plan, commencing in 1994: Incorporated by reference to Exhibit 10.14 to the 1993 10-K.
10.15 Agreement between Ryan's Properties, Inc. and Family Steak Houses of Florida, Inc. dated July 11, 1994 and as amended on October 17, 1994: Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the period ended December 28, 1994 (Commission file no. 0-10943).
10.16 Ryan's Family Steak Houses, Inc. and Wachovia Bank of North Carolina, N.A., as Rights Agent, Shareholder Rights Agreement dated as of January 26, 1995: Incorporated by reference to Exhibit 2 to the report on Form 8-K filed with the Commission on February 9, 1995 (Commission file no. 0- 10943).
13.1 Ryan's Family Steak Houses, Inc. 1995 Report to Shareholders.
21.1 Subsidiaries of the Company.
23.1 Consent of Independent Auditors' with respect to Form S-8.
27 Financial Data Schedule (electronic filing only).
99.1 Ryan's Family Steak Houses, Inc. Proxy Statement for the Annual Meeting of Shareholders, dated March 29, 1996.
* This is a management contract or compensatory plan or arrangement.
(b) The Registrant has neither filed nor been required to file any reports on Form 8-K during the quarter ended January 3, 1996.
(c) The response to this portion of Item 14 is submitted as a separate section of this report.
(d) The response to this portion of Item 14 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RYAN'S FAMILY STEAK HOUSES, INC. March 29, 1996
By:/s/Fred T. Grant, Jr. Fred T. Grant, Jr. Vice President - Finance (Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/Charles D. Way Chairman, President and March 29, 1996 Charles D. Way Chief Executive Officer
/s/G. Edwin McCranie Director and Executive March 29, 1996 G. Edwin McCranie Vice President
/s/James D. Cockman Director March 29, 1996 James D. Cockman
/s/Barry L. Edwards Director March 29, 1996 Barry L. Edwards
/s/Brian S. MacKenzie Director March 29, 1996 Brian S. MacKenzie
/s/Harold K. Roberts, Jr. Director March 29, 1996 Harold K. Roberts, Jr.
/s/James M. Shoemaker, Jr. Director March 29, 1996 James M. Shoemaker, Jr.
/s/Fred T. Grant, Jr. Vice President - Finance March 29, 1996 Fred T. Grant, Jr. (Principal Financial and Accounting Officer)
RYAN'S FAMILY STEAK HOUSES, INC.
The following financial statements of the Registrant included in the Annual Report to Shareholders for the year ended January 3, 1996, are incorporated herein by reference. With the exception of the pages listed below and other information incorporated in this report on Form 10-K, the 1995 Annual Report to Shareholders is not deemed "filed" as part of this report.
Page Reference in Annual Report
Independent Auditors' Report 20
Statements of Earnings 11
Balance Sheets 12
Statements of Cash Flows 13
Notes to Financial Statements 14-19
All financial statement schedules have been omitted since the required information is not applicable or the information required is included in the financial statements or the notes thereto.


ITEM 3. LEGAL PROCEEDINGS -----------------
LABOR MATTERS - -------------
The General Counsel of the National Labor Relations Board (NLRB) is seeking a bargaining order remedy in 17 cases involving Overnite where a Teamsters local union lost a representation election. These cases are pending before a NLRB administrative law judge. A bargaining order remedy would require Overnite to recognize and bargain with the union as if the union had won instead of lost the election and would be warranted only if the following findings are made: (1) the petitioning Teamsters local had obtained valid authorization cards from a majority of the employees in an appropriate unit; (2) Overnite committed serious unfair labor practices; and (3) those unfair labor practices would preclude the holding of a fair election despite the application of less drastic remedies. Under NLRB case law, a bargaining order remedy would attach retrospectively to the date when, after a union with a showing of majority support demanded recognition, Overnite embarked on an unlawful course of conduct. In the event of such a retroactive effective bargaining order, Overnite would face back pay liability for losses in employee earnings due to unilateral changes in terms or conditions of employment, such as layoffs, reduced hours of work or less
remunerative work assignments. Overnite believes it has substantial defenses to these cases and intends to aggressively defend them.
MINERAL TITLE LITIGATION - ------------------------
In August 1994, the surface owners of portions of five sections of Colorado land that are subject to mineral reservations made by Resources' predecessor in title brought suit against Resources in the District Court of Weld County, Colorado to quiet title to minerals, including crude oil (in some of the lands) and natural gas. In September 1994, the case was removed to the U.S. District Court for the District of Colorado, but the plaintiffs are asking the District Court to remand the case back to the state court. Resources has filed a motion for summary judgment asking the District Court to rule as a matter of law that it owns the oil and gas and all minerals that are part of a severed mineral estate. No trial date is currently set. Similar claims were made under identical mineral reservations by Utah and Wyoming surface owners in cases litigated in the Federal courts of Utah and Wyoming between 1979 and 1987. In those cases, the Federal courts held as a matter of law that, under the laws of Utah and Wyoming, these mineral reservations unambiguously reserved oil and gas to UPRR and its successors. These holdings were affirmed by the United States Court of Appeals for the Tenth Circuit. While Resources believes that the rule of law applied by the Federal courts in Utah and Wyoming should also be applied under Colorado law, there are Colorado court decisions that could provide a basis for an alternative interpretation. The value of the disputed reserves in the properties subject to the lawsuit is estimated to be approximately $5 million. Approximately 400,000 acres of other lands in Weld County, Colorado are subject to mineral reservations that are in the same form as the reservations at issue in the present suit. An adverse interpretation of the reservations at issue is likely to implicate the mineral title in these other lands as well. In addition, over 2 million acres of lands elsewhere in Colorado are subject to the same forms of mineral reservations. Depending on the grounds of an adverse decision in the case, title to minerals held by Resources in some or all of these lands could also be affected, which might have the effect of significantly reducing Resources' interest in the Las Animas area of southeastern Colorado and the Denver-Julesburg Basin in eastern Colorado.
ENVIRONMENTAL MATTERS - ---------------------
In July 1995, the Butte County (Oroville, California) District Attorney advised that a civil penalty action would be filed against the Railroad for violations resulting from a derailment and spill of diesel fuel into the Feather River in Peo, California on April 14, 1995. In late July, the California Regional Water Quality Control Board also filed a separate penalty action seeking $40,000 for the same incident. This latter action was settled for $40,000. A further demand for penalties from the California Department of Fish and Game is expected but the amount of such demand is not determinable at this time.
In addition to the foregoing, Union Pacific and several of its subsidiaries have received notices from the EPA and state environmental agencies alleging that they are or may be liable under CERCLA, RCRA, and other Federal or state environmental legislation for the remediation costs associated with alleged contamination or for violations of environmental requirements at various sites throughout the United States, including sites which are on the Superfund National
Priorities List or state superfund lists. Although specific claims have been made by the EPA and state regulators with respect to some of these sites, the ultimate impact of these proceedings and suits by third parties cannot be predicted at this time because of the number of potentially responsible parties involved, the degree of contamination by various wastes, the scarcity and quality of volumetric data related to many of the sites and/or the speculative nature of remediation costs. Nevertheless, at many of the superfund sites, the Corporation believes it will have little or no exposure because no liability should be imposed under applicable law, one or more other financially able parties generated all or most of the contamination, or a settlement of Union Pacific's exposure has been reached although regulatory proceedings at the sites involved have not been formally terminated. Additional information on the Corporation's potential environmental costs is set forth under Other Matters on page 29 of the Annual Report.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ---------------------------------------------------
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT AND ---------------------------------------- PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES --------------------------------------------
EXECUTIVE OFFICERS OF THE REGISTRANT AND ---------------------------------------- PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES (CONTINUED) --------------------------------------------------------
- ---------------------------
(1) Mr. Lewis has served as Chairman and Chief Executive Officer of Union Pacific since May 1994 and prior thereto was Chairman, President and Chief Executive Officer of Union Pacific. Mr. Lewis also became Chairman of Resources in August 1995 and served as Chairman of the Railroad during August and September 1991.
(2) Mr. Davidson was elected President of Union Pacific effective May 1994 and Chief Operating Officer of Union Pacific effective November 1995. He was President and Chief Executive Officer of the Railroad in August and September 1991 until August 1995 and Chairman of the Railroad since then. Prior thereto, he served as Executive Vice President - Operations of the Railroad.
(3) Mr. Matthews was elected to his present position effective April 1992. Prior thereto, he served as Senior Vice President - Finance of Union Pacific.
(4) Mr. Billingsley was elected to his present position effective September 1995. Prior thereto, he served as Vice President and Controller of Union Pacific.
(5) Mr. von Bernuth was elected to his present position effective September 1991. Prior thereto, he served as Vice President and General Counsel of Union Pacific.
(6) Mr. Gremillion was elected to his present position effective February 1992. Prior thereto, he served as Director of Taxes of Union Pacific.
(7) Ms. McAuliffe was elected to her present position effective December 1991. Prior thereto, she served as Director - Washington Affairs, Transportation and Tax of Union Pacific.
EXECUTIVE OFFICERS OF THE REGISTRANT AND ---------------------------------------- PRINCIPAL EXECUTIVE OFFICERS OF SUBSIDIARIES (CONTINUED) --------------------------------------------------------
(8) Mr. Smith was elected to his present position effective September 1995. From January through August 1995 he served as Vice President- Finance of the Railroad; from June 1993 through December 1994, he served as Vice President-Finance of USPCI; and from October 1990 through May 1993 he served as Assistant Controller-Planning and Analysis of Union Pacific.
(9) Mrs. Swantak was elected to her present position effective September 1991. Prior thereto, she served as Corporate Secretary of Union Pacific.
(10) Mr. Burns was elected to his present position effective August 1995. From April 1994 to August 1995 he served as Managing Director, North American Operations, Enron Capital and Trade Resources, and from October 1990 through March 1994 he served as Chairman and Chief Executive Officer, Enron Gas Pipeline Group.
(11) Mr. Messman was elected President and Chief Executive Officer of Resources in August 1995. He served as President and Chief Executive Officer of Union Pacific Resources Company (which owned or managed all of the oil, gas and mining operations of Union Pacific prior to Resources' initial public offering) since May 1991, and concurrently served as Chairman of USPCI prior to January 1995. Prior to May 1991, he served as Chairman and Chief Executive Officer of USPCI.
(12) Mr. Douglas was elected to his present position effective February 1995. From July 1993 through January 1995 he served as Senior Vice President - Finance and Administration of Overnite, and from March 1991 through June 1993 he served as Vice President - Finance of Overnite. Prior thereto, he served as Assistant Controller - Accounting of Union Pacific.
PART II -------
ITEM 5.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -----------------------------------------------------------------
Information as to the markets in which Union Pacific's Common Stock is traded, the quarterly high and low prices for such stock, the dividends declared with respect to the Common Stock during the last two years, and the approximate number of stockholders of record at January 31, 1996, is set forth under Selected Quarterly Data and Stockholders and Dividends, appearing on page 49 of the Annual Report. Information as to restrictions on the payment of dividends with respect to the Corporation's Common Stock is set forth in Note 8 to Financial Statements, appearing on pages 43 and 44 of the Annual Report. Such information is incorporated herein by reference.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA -----------------------
Selected Financial Data for Union Pacific for each of the last ten years are set forth under the Ten-Year Financial Summary, appearing on page 51 of the Annual Report. All such information is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ---------------------------------------------------------------
Information as to Union Pacific's results of operations, cash flows, liquidity and capital resources, and other matters is set forth in the Financial Review, appearing on pages 22 through 31 of the Annual Report, and is incorporated herein by reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA -------------------------------------------
The Corporation's consolidated financial statements, accounting policy disclosures, notes to financial statements, business segment information and independent auditors' report are presented on pages 32 through 48 of the Annual Report. Selected quarterly financial data are set forth under Selected Quarterly Data, appearing on page 49 of the Annual Report. All such information is incorporated herein by reference.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ---------------------------------------------------------------
None.
PART III --------
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT --------------------------------------------------
(a) Directors of Registrant.
Information as to the names, ages, positions and offices with Union Pacific, terms of office, periods of service, business experience during the past five years and certain other directorships held by each director or person nominated to become a director of Union Pacific is set forth in the Directors segments of the Proxy Statement and is incorporated herein by reference.
(b) Executive Officers of Registrant.
Information concerning the executive officers of Union Pacific and its subsidiaries is presented in Part I of this Report under Executive Officers of the Registrant and Principal Executive Officers of Subsidiaries.
(c) Section 16(a) Compliance.
Information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth in the Certain Relationships and Related Transactions segment of the Proxy Statement and is incorporated herein by reference.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION ----------------------
Information concerning remuneration received by Union Pacific's executive officers and directors is presented in the Compensation of Directors, Compensation Committee Interlocks and Insider Participation, Summary Compensation Table, Option/SAR Grants Table, Option/SAR Exercises and Year-End Value Table and Defined Benefit Plans segments of the Proxy Statement and is incorporated herein by reference.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT --------------------------------------------------------------
Information as to the number of shares of Union Pacific's equity securities beneficially owned as of February 9, 1996 by each of its directors and nominees for director, its five most highly compensated executive officers and its directors and executive officers as a group is set forth in the Directors and Security Ownership of Management segments of the Proxy Statement and is incorporated herein by reference.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ----------------------------------------------
Information on related transactions is set forth in the Certain Relationships and Related Transactions and Compensation Committee Interlocks and Insider Participation segments of the Proxy Statement and is incorporated herein by reference.
PART IV -------
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K ---------------------------------------------------------------
(a) (1) and (2) Financial Statements and Schedules ----------------------------------------------
The financial statements, accounting policy disclosures, notes to financial statements and independent auditors' report appearing on pages 32 through 48, inclusive, of Union Pacific's 1995 Annual Report to Stockholders are incorporated herein by reference.
No schedules are required to be filed because of the absence of conditions under which they would be required or because the required information is set forth in the financial statements referred to above.
(3) Exhibits ------------
Items 10(m) through 10(ff) below constitute management contracts and executive compensation arrangements required to be filed as exhibits to this report.
2(a) Agreement 2(a) and Plan of Merger, dated as of August 3, 1995, among the Corporation, UPRR, UP Acquisition Corporation (the Purchaser) and Southern Pacific, is incorporated herein by reference to Annex B to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
3(a) Union Pacific's Revised Articles of Incorporation, as amended through April 17, 1992, are incorporated herein by reference to Exhibit 3(a) to Union Pacific's Report on Form 10-Q for the quarter ended March 31, 1992.
3(b) Union Pacific's By-Laws, amended effective as of January 26, 1995, are incorporated herein by reference to Exhibit 3(b) to Union Pacific's Report on Form 10-K for the year ended December 31, 1994.
4 Pursuant to various indentures and other agreements, Union Pacific has issued long-term debt; however, no such agreement has securities or obligations covered thereby which exceed 10% of Union Pacific's total consolidated assets. Union Pacific agrees to furnish the Commission with a copy of any such indenture or agreement upon request by the Commission.
9 Voting Trust Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser and Southwest Bank of St. Louis, is incorporated herein by reference to Annex K to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(a) Shareholders Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser, The Anschutz Corporation (TAC), Anschutz Foundation (the Foundation), and Mr. Philip F. Anschutz (Mr. Anschutz), is incorporated herein by referenced to Annex D to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(b) Shareholders Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser and The Morgan Stanley Leveraged Equity Fund II, L.P., is incorporated herein by reference to Annex E to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(c) Shareholders Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser and Southern Pacific, is incorporated herein by reference to Annex F to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(d) Shareholders Agreement, dated as of August 3, 1995, among Resources, TAC, the Foundation and Mr. Anschutz, is incorporated herein by reference to Annex G to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(e) Registration Rights Agreement, dated as of August 3, 1995, among the Corporation, TAC and the Foundation, is incorporated herein by reference to Annex H to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(f) Registration Rights Agreement, dated as of August 3, 1995, among Resources, TAC and the Foundation, is incorporated herein by reference to Annex I to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(g) Registration Rights Agreement, dated as of August 3, 1995, between the Purchaser and Southern Pacific, is incorporated herein by reference to Annex J to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(h) Clarification of Anschutz Shareholders Agreement and Anschutz/Spinco Shareholders Agreement is incorporated herein by reference to Exhibit 10.8 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(i) Clarification of Parent Shareholders Agreement is incorporated herein by reference to Exhibit 10.9 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(j) Clarification of Agreement and Plan of Merger is incorporated herein by reference to Exhibit 10.10 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(k) Agreement, dated September 25, 1995, among the Corporation, UPRR, MPRR and Southern Pacific, Southern Pacific Transportation Company (SPT), The Denver & Rio Grande Western Railroad Company (D&RGW), St. Louis Southwestern Railway Company (SLSRC) and SPCSL Corp. (SPCSL), on the one hand, and Burlington Northern Railroad Company (BN) and The Atchison, Topeka and Santa Fe Railway Company (Santa Fe), on the other hand, is incorporated by reference to Exhibit 10.11 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(l) Supplemental Agreement, dated November 18, 1995, between the Corporation, UPRR, MPRR and Southern Pacific, SPT, D&RGW, SLSRC and SPCSL, on the one hand, and BN and Santa Fe, on the other hand, is incorporated herein by reference to Exhibit 10.12 to Union Pacific's Registration Statement on Form S-4 (No. 33- 64707).
10(m) The Executive Incentive Plan of Union Pacific Corporation, amended April 27, 1995, is incorporated herein by reference to Exhibit 10(a) to Union Pacific's Report on Form 10-Q for the quarter ended March 31, 1995.
10(n) The 1982 Stock Option and Restricted Stock Plan of Union Pacific Corporation, as amended as of February 1, 1992, is incorporated herein by reference to Exhibit 10(c) to Union Pacific's Report on Form 10-K for the year ended December 31, 1991.
10(o) The 1988 Stock Option and Restricted Stock Plan of Union Pacific Corporation, as amended as of February 1, 1992, is incorporated herein by reference to Exhibit 10(d) to Union Pacific's Report on Form 10-K for the year ended December 31, 1991.
10(p) The Supplemental Pension Plan for Officers and Managers of Union Pacific Corporation and Affiliates, as amended and restated, is incorporated herein by reference to Exhibit 10(d) to Union Pacific's Report on Form 10-K for the year ended December 31, 1993.
10(q) The Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific Resources Company and Affiliates, as amended and restated, is incorporated by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-K for the year ended December 31, 1993.
10(r) Amendment to Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific Resources Group Inc. and Affiliates, effect as of October 17, 1995.
10(s) The Employment Agreement, dated as of January 30, 1986, between Union Pacific and Andrew L. Lewis, Jr., is incorporated herein by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-K for the year ended December 31, 1985.
10(t) The 1990 Retention Stock Plan of Union Pacific Corporation, as amended as of September 30, 1993, is incorporated herein by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1991 and Exhibit 10(b) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1993.
10(u) The 1992 Restricted Stock Plan for Non-Employee Directors of Union Pacific Corporation, as amended as of January 28, 1993, is incorporated herein by reference to Exhibit 10(a) to Union Pacific's Current Report on Form 8-K filed March 16, 1993.
10(v) The 1993 Stock Option and Retention Stock Plan of Union Pacific Corporation, as amended April 21, 1995, is incorporated herein by reference to Exhibit 10(b) to Union Pacific's Report on Form 10-Q for the quarter ended March 31, 1995.
10(w) The Pension Plan for Non-Employee Directors of Union Pacific Corporation, as amended January 25, 1996.
10(x) The Executive Life Insurance Plan of Union Pacific Corporation, adopted August 2, 1994, is incorporated herein by reference to Exhibit 10 to Union Pacific's Report on Form 10-Q for the quarter ended June 30, 1994.
10(y) The Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, as amended January 25, 1996.
10(z) Charitable Contribution Plan for Non-Employee Directors of Union Pacific Corporation.
10(aa) Written Description of Other Executive Compensation Arrangements of Union Pacific Corporation is incorporated herein by reference to Exhibit 10(o) to Union Pacific's Report on Form 10-K for the year ended December 31, 1992.
10(bb) Executive Incentive Plan of Resources is incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (No. 33-95398) filed by Resources.
10(cc) 1995 Stock Option and Retention Stock Plan of Union Pacific Resources Group Inc. is incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 (No. 33-95398) filed by Resources.
10(dd) Form of Conversion Agreement is incorporated by reference to Exhibit 10.13(a) to the Registration Statement on Form S-1 (No. 33-95398) filed by Resources.
10(ee) Conversion Agreement for Drew Lewis is incorporated herein by reference to Exhibit 10(d) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1995.
10(ff) Conversion Agreement for Jack L. Messman is incorporated herein by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1995.
(11) Computation of earnings per share.
(12) Computation of ratio of earnings to fixed charges.
(13) Pages 5 through 53, inclusive, of Union Pacific's Annual Report to Stockholders for the year ended December 31, 1995, but excluding photographs set forth on pages 5 through 21, none of which supplements the text and which are not otherwise required to be disclosed in this Annual Report on Form 10-K.
(21) List of Union Pacific's significant subsidiaries and their respective states of incorporation.
(23) Independent Auditors' Consent.
(24) Powers of attorney executed by the directors of Union Pacific.
(27) Financial Data Schedule.
(99) (a) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Corporation Thrift Plan - To be filed by amendment.
(99) (b) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Fruit Express Company Agreement Employee 401(k) Retirement Thrift Plan - To be filed by amendment.
(99) (c) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Skyway Retirement Savings Plan - To be filed by amendment.
(99) (d) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Agreement Employee 401(k) Retirement Thrift Plan - To be filed by amendment.
(99) (e) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Motor Freight Agreement Employee 401(k) Retirement Thrift Plan - To be filed by amendment.
(b) Reports on Form 8-K -------------------
On January 23, 1996, the Corporation filed a Current Report on Form 8-K containing (i) an Indenture dated as of January 5, 1996 between the Corporation and Chemical Bank, (ii) historical financial statements for Southern Pacific as of December 31, 1994 and September 30, 1995, (iii) restated financial statements of the Corporation reflecting the discontinuation of Resources, (iv) pro forma financial statements as of September 30, 1995 for the Corporation and Southern Pacific and (v) a statement concerning the Corporation's consolidated income statement for the nine months ended September 30, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 22nd day of March, 1996.
UNION PACIFIC CORPORATION
By /s/ Drew Lewis ------------------------------- (Drew Lewis, Chairman and Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, on this 22nd day of March, 1996, by the following persons on behalf of the registrant and in the capacities indicated.
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
/s/ Drew Lewis ------------------------------- (Drew Lewis, Chairman, Chief Executive Officer and Director)
PRINCIPAL FINANCIAL OFFICER AND DIRECTOR:
/s/ L. White Matthews, III ------------------------------- (L. White Matthews, III, Executive Vice President - Finance and Director)
PRINCIPAL ACCOUNTING OFFICER:
/s/ Morris B. Smith ------------------------------- (Morris B. Smith, Vice President and Controller)
SIGNATURES - (Continued)
DIRECTORS:
Robert P. Bauman* Richard J. Mahoney*
Richard B. Cheney* Jack L. Messman*
E. Virgil Conway* John R. Meyer*
Richard K. Davidson* Thomas A. Reynolds, Jr.*
Spencer F. Eccles* James D. Robinson, III*
Elbridge T. Gerry, Jr.* Robert W. Roth*
William H. Gray, III* Richard D. Simmons*
Judith Richards Hope*
* By /s/ Judy L. Swantak ----------------------------------- (Judy L. Swantak, Attorney-in-fact)
EXHIBIT INDEX -------------
Items 10(m) through 10(ff) below constitute management contracts and executive compensation arrangements required to be filed as exhibits to this report.
Exhibit Number --------------
2(a) Agreement and Plan of Merger, dated as of August 3, 1995, among Union Pacific Corporation (the Corporation), Union Pacific Railroad Company ("UPRR"), UP Acquisition Corporation (the Purchaser) and Southern Pacific Rail Corporation (Southern Pacific), is incorporated herein by reference to Annex B to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
3(a) Union Pacific's Revised Articles of Incorporation, as amended through April 17, 1992, are incorporated herein by reference to Exhibit 3(a) to Union Pacific's Report on Form 10-Q for the quarter ended March 31, 1992.
3(b) Union Pacific's By-Laws, amended effective as of January 26, 1995, are incorporated herein by reference to Exhibit 3(b) to Union Pacific's Report on Form 10-K for the year ended December 31, 1994.
4 Pursuant to various indentures and other agreements, Union Pacific has issued long-term debt; however, no such agreement has securities or obligations covered thereby which exceed 10% of Union Pacific's total consolidated assets. Union Pacific agrees to furnish the Commission with a copy of any such indenture or agreement upon request by the Commission.
9 Voting Trust Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser and Southwest Bank of St. Louis, is incorporated herein by reference to Annex K to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(a) Shareholders Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser, The Anschutz Corporation (TAC), Anschutz Foundation (the Foundation), and Mr. Philip F. Anschutz (Mr. Anschutz), is incorporated herein by referenced to Annex D to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33- 64707).
10(b) Shareholders Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser and The Morgan Stanley Leveraged Equity Fund II, L.P., is incorporated herein by reference to Annex E to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33- 64707).
10(c) Shareholders Agreement, dated as of August 3, 1995, among the Corporation, the Purchaser and Southern Pacific, is incorporated herein by reference to Annex F to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration on FormS-4 (No. 33-64707).
10(d) Shareholders Agreement, dated as of August 3, 1995, among Union Pacific Resources Group Inc. (Resources), TAC, the Foundation and Mr. Anschutz, is incorporated herein by reference to Annex G to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(e) Registration Rights Agreement, dated as of August 3, 1995, among the TAC Corporation, and the Foundation, is incorporated herein by reference to Annex H to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(f) Registration Rights Agreement, dated as of August 3, 1995, among Resources, TAC and the Foundation, is incorporated herein by reference to Annex I to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(g) Registration Rights Agreement, dated as of August 3, 1995, between the Purchaser and Southern Pacific, is incorporated herein by reference to Annex J to the Joint Proxy Statement/Prospectus included in Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(h) Clarification of Anschutz Shareholders Agreement and Anschutz/Spinco Shareholders Agreement is incorporated herein by reference to Exhibit 10.8 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(i) Clarification of Parent Shareholders Agreement is incorporated herein by reference to Exhibit 10.9 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(j) Clarification of Agreement and Plan of Merger is incorporated herein by reference to Exhibit 10.10 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(k) Agreement, dated September 25, 1995, among the Corporation, UPRR, Missouri Pacific Railroad Company (MPRR) and Southern Pacific, Southern Pacific Transportation Company (SPT), The Denver & Rio Grande Western Railroad Company (D&RGW), St. Louis Southwestern Railway Company (SLSRC) and SPCSL Corp. (SPCSL), on the one hand, and Burlington Northern Railroad Company (BN) and The Atchison, Topeka and Santa Fe Railway Company (Santa Fe), on the other hand, is incorporated by reference to Exhibit 10.11 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(l) Supplemental Agreement, dated November 18, 1995, between the Corporation, UPRR, MPRR and Southern Pacific, SPT, D&RGW, SLSRC and SPCSL, on the one hand, and BN and Santa Fe, on the other hand, is
incorporated herein by reference to Exhibit 10.12 to Union Pacific's Registration Statement on Form S-4 (No. 33-64707).
10(m) The Executive Incentive Plan of Union Pacific Corporation, amended April 27, 1995, is incorporated herein by reference to Exhibit 10(a) to Union Pacific's Report on Form 10-Q for the quarter ended March 31, 1995.
10(n) The 1982 Stock Option and Restricted Stock Plan of Union Pacific Corporation, as amended as of February 1, 1992, is incorporated herein by reference to Exhibit 10(c) to Union Pacific's Report on Form 10-K for the year ended December 31, 1991.
10(o) The 1988 Stock Option and Restricted Stock Plan of Union Pacific Corporation, as amended as of February 1, 1992, is incorporated herein by reference to Exhibit 10(d) to Union Pacific's Report on Form 10-K for the year ended December 31, 1991.
10(p) The Supplemental Pension Plan for Officers and Managers of Union Pacific Corporation and Affiliates, as amended and restated, is incorporated herein by reference to Exhibit 10(d) to Union Pacific's Report on Form 10-K for the year ended December 31, 1993.
10(q) The Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific Resources Company and Affiliates, as amended and restated, is incorporated by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-K for the year ended December 31, 1993.
10(r) Amendment to Supplemental Pension Plan for Exempt Salaried Employees of Union Pacific Resources Group Inc. and Affiliates, effect as of October 17, 1995.
10(s) The Employment Agreement, dated as of January 30, 1986, between Union Pacific and Andrew L. Lewis, Jr., is incorporated herein by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-K for the year ended December 31, 1985.
10(t) The 1990 Retention Stock Plan of Union Pacific Corporation, as amended as of September 30, 1993, is incorporated herein by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1991 and Exhibit 10(b) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1993.
10(u) The 1992 Restricted Stock Plan for Non-Employee Directors of Union Pacific Corporation, as amended as of January 28, 1993, is incorporated herein by reference to Exhibit 10(a) to Union Pacific's Current Report on Form 8-K filed March 16, 1993.
10(v) The 1993 Stock Option and Retention Stock Plan of Union Pacific Corporation, as amended April 21, 1995, is incorporated herein by reference to Exhibit 10(b) to Union Pacific's Report on Form 10-Q for the quarter ended March 31, 1995.
10(w) The Pension Plan for Non-Employee Directors of Union Pacific Corporation, as amended January 25, 1996.
10(x) The Executive Life Insurance Plan of Union Pacific Corporation, adopted August 2, 1994, is incorporated herein by reference to Exhibit 10 to Union Pacific's Report on Form 10-Q for the quarter ended June 30, 1994.
10(y) The Union Pacific Corporation Stock Unit Grant and Deferred Compensation Plan for the Board of Directors, as amended January 25, 1996.
10(z) Charitable Contribution Plan for Non-Employee Directors of Union Pacific Corporation.
10(aa) Written Description of Other Executive Compensation Arrangements of Union Pacific Corporation is incorporated herein by reference to Exhibit 10(o) to Union Pacific's Report on Form 10-K for the year ended December 31, 1992.
10(bb) Executive Incentive Plan of Resources is incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (No. 33-95398) filed by Resources.
10(cc) 1995 Stock Option and Retention Stock Plan of Union Pacific Resources Group Inc. is incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 (No. 33-95398) filed by Resources.
10(dd) Form of Conversion Agreement is incorporated by reference to Exhibit 10.13(a) to the Registration Statement on Form S-1 (No. 33-95398) filed by Resources.
10(ee) Conversion Agreement for Drew Lewis is incorporated herein by reference to Exhibit 10(d) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1995.
10(ff) Conversion Agreement for Jack L. Messman is incorporated herein by reference to Exhibit 10(e) to Union Pacific's Report on Form 10-Q for the quarter ended September 30, 1995.
(11) Computation of earnings per share.
(12) Computation of ratio of earnings to fixed charges.
(13) Pages 5 through 53, inclusive, of Union Pacific's Annual Report to Stockholders for the year ended December 31, 1995, but excluding photographs set forth on pages 5 through 21, none of which supplements the text and which are not otherwise required to be disclosed in this Annual Report on Form 10-K.
(21) List of Union Pacific's significant subsidiaries and their respective states of incorporation.
(23) Independent Auditors' Consent.
(24) Powers of attorney executed by the directors of Union Pacific.
(27) Financial Data Schedule.
(99) (a) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Corporation Thrift Plan - To be filed by amendment.
(99) (b) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Fruit Express Company Agreement Employee 401(k) Retirement Thrift Plan - To be filed by amendment.
(99) (c) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Skyway Retirement Savings Plan - To be filed by amendment.
(99) (d) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Agreement Employee 401(k) Retirement Thrift Plan - To be filed by amendment.
(99) (e) Financial Statements for the Fiscal Year ended December 31, 1995 required by Form 11-K for the Union Pacific Motor Freight Agreement Employee 401(k) Retirement Thrift Plan - To be filed by amendment.