Brinker International Inc.®

Annual Report 2006


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PART II

Item 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “EAT”. Bid prices quoted represent interdealer prices without adjustment for retail markup, markdown and/or commissions, and may not necessarily represent actual transactions. The following table sets forth the quarterly high and low closing sales prices of the common stock, as reported by the NYSE.

Fiscal year ended June 28, 2006:

  High   Low
First Quarter    $ 40.63         $ 35.90     
Second Quarter $ 40.45   $ 36.12  
Third Quarter $ 42.74   $ 37.88  
Fourth Quarter $ 42.50   $ 35.35  

Fiscal year ended June 29, 2005:

  High   Low
First Quarter    $ 36.47         $ 29.49     
Second Quarter $ 35.18   $ 30.64  
Third Quarter $ 39.00   $ 33.90  
Fourth Quarter $ 41.85   $ 33.50  

As of August 17, 2006, there were 1,095 holders of record of our common stock.

During the fiscal year ended June 28, 2006, we declared quarterly cash dividends for our shareholders for the first time. We have set forth the dividends paid for the fiscal year in the following table:

Dividend Per Share
of Common Stock
  Declaration Date   Record Date   Payment Date
$ 0.10 September 15, 2005 November 22, 2005 December 14, 2005
$ 0.10 February 2, 2006 March 15, 2006 March 29, 2006
$ 0.10 June 7, 2006 June 19, 2006 June 28, 2006

In October 2001, we issued $431.7 million aggregate principal amount at maturity of Zero Coupon Convertible Senior Debentures Due 2021 (the “Debentures”) and received proceeds totaling approximately $250 million prior to debt issuance costs. The Debentures became redeemable at our option beginning on October 10, 2004. On December 22, 2004, we exercised our right to redeem all of the Debentures. Holders had the option to convert the Debentures into shares of our common stock or receive cash until the close of business on January 20, 2005. Holders chose to convert a total of $10.8 million of the accreted debenture value into 308,092 shares of our common stock and the remaining accreted debenture value of $262.7 million was redeemed for cash on January 24, 2005.

In May 2004, we issued $300.0 million in the aggregate principal amount at maturity of 5.75% Notes due 2014 (the “Unregistered Notes”). The Unregistered Notes were not registered under the Securities Act of 1933, as amended. Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. served as the joint book-running managers for the offering. The Unregistered Notes were offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended), and, outside the United States, to non-U.S. persons in reliance on Regulation S under the Securities Act. The Unregistered Notes are redeemable at our option at any time, in whole or in part. The proceeds of the offering were and will be used for general corporate purposes, including the repurchase of our common stock pursuant to our share repurchase program.

In September 2004, we completed an exchange offer in the aggregate principal amount of $300.0 million pursuant to which all of the holders of the Unregistered Notes exchanged the Unregistered Notes for new 5.75% notes due 2014 (the “Registered Notes”). The Registered Notes are on substantially the same terms as the Unregistered Notes except that the Registered Notes have been registered under the Securities Act and are freely tradeable. We did not receive any new proceeds from the issuance of the Registered Notes.

Except as described in the immediately preceding paragraphs, during the three-year period ended on August 17, 2006, we issued no securities which were not registered under the Securities Act of 1933, as amended.

We remain active in our share repurchase program. During the fourth quarter of fiscal 2006, we repurchased shares as follows (in thousands, except share and per share amounts):

  Total Number of
Shares
Purchased(1)
  Paid Average Price
per Share
  Maximum Dollar Value
that May Yet be
Purchased Under the
Program
March 30, 2006 through May 3, 2006      154,600            $ 40.45               $ 166,401.00        
May 4, 2006 through May 31, 2006   1,015,300   $ 37.38   $ 128,420.00  
June 1, 2006 through June 28, 2006   250,000   $ 36.06   $ 119,399.00  
Total   1,419,900   $ 37.48        
(1) All of the shares purchased during the fourth quarter of fiscal 2006 were purchased as part of our publicly announced share repurchase program. If you would like information about this program, you should read the section entitled “Liquidity and Capital Resources” contained within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2006 Annual Report to Shareholders. This portion of the report is presented on pages F-5 through F-6 of Exhibit 13 to this document. We incorporate that information in this document by reference.
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