8-KMaterial AgreementsShareholder MattersExhibits & Filings

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Jun 5, 2006)

Filed June 5, 2006For Securities:DRI

Summary

Darden Restaurants, Inc. filed a Form 8-K on June 5, 2006, primarily to announce a change in its transfer agent and dividend disbursing agent, along with an amendment to its Rights Agreement. Effective June 5, 2006, Wells Fargo Bank, National Association, replaced Wachovia Bank, National Association, as the Company's transfer agent and dividend disbursing agent for its common stock. This change also necessitated an amendment to the existing Rights Agreement, dated May 16, 2005, with Wells Fargo appointed as the successor Rights Agent. The amendment, approved by the Board of Directors, adjusts certain procedural aspects of the Rights Agent's role, including enabling electronic record-keeping, allowing for removal of the Rights Agent with less advance notice, and removing the requirement for the Rights Agent to maintain an office in New York. These changes are largely administrative and do not appear to alter the fundamental rights or protections afforded by the original agreement.

Key Highlights

  • 1Darden Restaurants, Inc. appointed Wells Fargo Bank, N.A. as its new transfer agent and dividend disbursing agent, effective June 5, 2006.
  • 2Wachovia Bank, N.A. has been replaced in these roles.
  • 3An amendment to the existing Rights Agreement was executed to reflect Wells Fargo as the successor Rights Agent.
  • 4The amendment allows for electronic record-keeping of cancelled or destroyed Right Certificates.
  • 5The Company can now remove the Rights Agent with notice but without the prior 30-day requirement.
  • 6The requirement for the Rights Agent to have an office in New York State has been eliminated.
  • 7Wells Fargo already has existing relationships with Darden, including a Credit Agreement, an Indenture as Trustee, and a Benefits Trust Agreement.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the change of Darden Restaurants' transfer agent and dividend disbursing agent from Wachovia Bank to Wells Fargo Bank, effective June 5, 2006, and to document the consequential amendment to the Company's Rights Agreement.

For shareholders, the change in transfer agent is largely administrative. They will now direct their inquiries and stock-related transactions (like stock transfers or dividend questions) to Wells Fargo instead of Wachovia. The underlying rights associated with their shares remain unchanged.

The amendment to the Rights Agreement mainly updates the designation of the Rights Agent to Wells Fargo, allows for electronic record-keeping of certificate records, shortens the notice period required for the Company to remove the Rights Agent, and removes the stipulation that the Rights Agent must maintain an office in New York.

The filing notes existing relationships with Wells Fargo as trustee for debt securities and as a participant in a credit facility. While this indicates a broad banking relationship, the change to transfer agent and Rights Agent is a distinct operational appointment. Investors may view the established relationship as a sign of familiarity and potential efficiency, but it doesn't inherently change the terms of the rights agreement itself.