Item 1. Business. __________________________________________________________________ Introduction
Morrison Fresh Cooking, Inc. (the "Company" or "MFCI"), incorporated in 1995 in Atlanta, Georgia, owns and operates cafeterias, buffets and mall food court locations in the southeastern and mid-Atlantic regions of the United States. As of May 31, 1997, the Company operated a total of 154 units, consisting of 129 traditional cafeterias, 11 small cafeterias, 11 mall food court units and three buffets located in 13 states, making it one of the largest cafeteria companies in the Southeast.
Prior to March 1996, the Company comprised the family dining business of Morrison Restaurants Inc. ("MRI"). On March 7, 1996, the shareholders of MRI approved the distribution of the common stock of MFCI to its shareholders (the "Distribution"). The effective date of the Distribution was March 9, 1996; MRI shareholders received one share of the Company's common stock for every four shares of MRI common stock then held.
In connection with the Distribution, the Company filed a Registration Statement with the SEC on Form 10 (together with subsequent amendments, the "Form 10") under the Securities Exchange Act of 1934 with respect to the Company's common stock. The Form 10 became effective on March 4, 1996, and the Company stock commenced trading on the New York Stock Exchange on March 11, 1996. ___________________________________________________________________ Background
MRI, the former parent company, was founded in 1920 as a unique cafeteria concept in Mobile, Alabama. In 1928, with just eight cafeterias, the company had its first and only public stock offering. The first cash dividend on the common shares was declared in 1936, and dividends have been paid continuously for 61 years. ___________________________________________________________________ Concept
The Company operates in the "home-meal replacement" (also known as "comfort" food) segment of the restaurant industry. The Company's services appeal to customers seeking complete meals at affordable prices, in a convenient and home-like setting. While industry observers have labeled "home-meal replacement" as a trend of the 1990's, Morrison Fresh Cooking, Inc. has been operating in this market segment for 77 years. ___________________________________________________________________ Strategy
Morrison Fresh Cooking, Inc.'s business strategy is to: Emphasize future growth beyond existing mall-based units into convenient free-standing locations. New units will generally be smaller, more labor and energy efficient, and will be designed to evoke a contemporary and comfortable environment. Re-engineer its cost-structure through state-of-the-art technology in information services, cooking equipment and quality control. Emphasize more health-conscious and contemporary menu items without losing focus on traditional southern menu favorites. Achieve operational excellence through competitive pricing, variety of menu items and employee training. Focus growth in the southeast and mid-Atlantic regions to capitalize on existing brand-equity and name-recognition. ___________________________________________________________________ Operations
The Company serves in excess of 42 million meals a year to a customer base in the southeast and mid-Atlantic regions. In the 1997 American Bus Association's annual survey of tour operators, the Company was rated as one of the Association's most favorite restaurant chains. In addition, the National Motor Coach Network rated the Company second in their 1997 survey. MFCI's meals are classic, all-American and freshly prepared, and are made from scratch according to their time tested recipes. Each day's menu offers the customer a wide variety of selections: fresh salads, home-style entrees, freshly prepared vegetables, daily baked breads, and home-baked pies or other desserts.
MFCI's units offer a tremendous variety of menu items including 8- 11 salads, 12 entrees, 12-15 vegetables, 6 types of breads, and 12-15 desserts. Complete or "bundled" meals can be purchased at prices ranging from $3.99 to $5.89 per meal. In excess of 70% of MFCI's customers select bundled meals. Menus are rotated daily to provide a varied dining experience and are adjusted to include seasonal favorites. This variety encourages customer loyalty and repeat business. The Company's typical customer visits the restaurants an average of 3.8 times per month.
The traditional cafeteria, located in a shopping mall or on a free-standing site (both convenient to shopping and business developments as well as to residential areas), is approximately 10,000 square feet and seats approximately 250 customers. The new smaller cafeteria offers a contemporary appearance, featuring a new serpentine serving area that creates an open, airy environment to enhance viewing of the menu items by the customer. The small cafeterias are built in a contemporary design ranging from 6,200 to 6,800 square feet and seat approximately 180 guests. The dining area, accompanied by booths and wooden tables and chairs, creates a comfortable at-home atmosphere, and is intended to appeal to a broader, younger market. The small cafeterias are designed to provide convenient, customer-friendly take-out services.
The mall food court units or quick service restaurants ("QSRs") are 600 to 1,200 square foot dining facilities, located primarily in the mid-Atlantic states. They feature many traditional menu selections for which MFCI is more commonly known, along with some new items. The QSRs offer several bundled value meal combinations in addition to a la carte pricing for selected items.
The Company is undergoing a modernization program for its existing core cafeterias in order to improve their appeal to a larger customer base and increase the efficiency and customer- friendliness of the cafeterias' service lines. MFCI intends to continue remodeling efforts by concentrating on its units in demographic areas where this enhanced atmosphere would achieve the greatest results. ___________________________________________________________________ Research and Development
The Company does not engage in any material research and development activities. Numerous studies are made, however, on a continuing basis, to improve menus, equipment, and methods of operations, including planning for new food-service concepts. In addition, the Company holds regular "focus group" discussions with existing, former and potential customers to determine ways to exceed customer expectations and increase customer satisfaction. ___________________________________________________________________ Raw Materials
Raw materials essential to the operation of the Company's business are obtained principally through national food distributors. Because of the relatively short storage life of inventories, limited storage facilities at the restaurants themselves, MFCI's requirement for freshness and the numerous sources of goods, a minimum amount of inventory is maintained at the units. If necessary, all essential food, beverage and operational products are available and can be obtained from alternative suppliers in all cities in which the Company operates.
The Company, Morrison Health Care, Inc. ("MHCI") and Ruby Tuesday, Inc. ("RTI"), successor to MRI, have formed MRT Purchasing, LLC, a Georgia limited liability company ("MRT"), to serve as a purchasing cooperative, to maintain the volume purchasing bargaining position enjoyed by MRI prior to the Distribution by pooling their collective purchasing power and coordinating the purchase of certain food, equipment and services. Pursuant to MRT's Operating Agreement, MRT serves as the purchasing agent for the three companies by arranging for the purchase of products to be made directly between each of the three companies and suppliers. MRT has complete discretion to select vendors and brands for certain designated products ("core products") and to negotiate terms of purchasing arrangements for core products, including long-term contracts. To the extent feasible, MRT concludes purchasing arrangements under which each of the three companies has independent rights and obligations. With respect to any arrangement where each company's liabilities are not independent, RTI, MHCI and the Company cross indemnify MRT and each other with respect to their allocated share of liability for obligations to be performed and payment for goods purchased.
RTI, MHCI and the Company are obligated to purchase all core products through MRT arrangements; non-core products may be purchased independently. The three companies are committed to these purchasing arrangements for an initial term of five years from the date of Distribution, which will automatically renew for additional five year terms. RTI, MHCI or the Company may terminate its participation in these purchasing arrangements upon six months prior notice, provided, however, that it will continue to honor its commitments under any then existing contract extending beyond the termination date. Approximately 92% of the total products purchased by the Company during fiscal 1997 would have constituted "core products" under the MRT purchasing cooperative.
Each of RTI, MHCI and the Company have an equal equity interest in MRT. It is not intended, however, that MRT will generate income or profits. Employees are loaned by one of the three companies and all expenses incurred in connection with operating MRT are shared among the three companies pro rata, based on the relative value of time spent and expenses incurred by MRT on behalf of each of the companies.
Existing long term purchasing arrangements are managed through MRT, which acts as agent for RTI, MHCI and the Company. In each case, purchasing obligations are allocated among the three companies based on past practice. To the extent feasible, MRT will seek to amend such arrangements to formalize the allocation of responsibilities and liabilities. In particular, MRI amended its agreement ("Supply Agreement") with PYA/Monarch, Inc. ("PYA") to allocate to the appropriate company certain divisional obligations to purchase from PYA a minimum percentage of produce, foodstuff and other supplies. In addition, the aggregate annual minimum dollar amount of purchases under the Supply Agreement has been allocated among RTI, MHCI and the Company. _______________________________________________________________ Trademarks of the Company
The Company has registered trademarks and service marks with the United States Patent and Trademark Office, including the Morrison's trademark. MFCI believes that this and other related marks are of material importance to the Company's business. Registrations of the trademark Morrison's expire in 2005, unless renewed. In addition, approval is pending for the registration of the trademark "Morrison's Fresh Cooking" by MFCI.
The Company, MHCI and RTI have entered into Intellectual Property License Agreements (collectively, "IP Agreements") which provide for licensing to or among these companies of rights under trademarks, service marks, trade secrets and certain other intellectual property (collectively "Intellectual Property") owned by RTI, MHCI or the Company following the Distribution. The purpose of these IP Agreements is to provide RTI, MHCI and the Company with those continuing rights and licenses under such Intellectual Property following the Distribution necessary for the continued conduct of their respective businesses in accordance with practice prior to the Distribution. ___________________________________________________________________ Marketing
The Company's marketing strategy is to increase customer and potential customers' awareness of MFCI's strengths including variety, fresh cooking, bundled meals, speed of service, and value-based pricing. MFCI's marketing efforts focus on active advertising in television, radio and print media and local store promotions. In addition, the Company is committing resources to develop marketing manuals for each of its restaurants and increase its community involvement to become more of a part of the neighborhoods in which its restaurants are located. ___________________________________________________________________ Working Capital Practices
Cash provided by operations, along with borrowings under the Company's revolving line of credit, are invested in new unit expansion, the renovation of existing units and dividends.
Additional information concerning the working capital of the Company is incorporated herein by reference to information presented within the "Liquidity and Capital Resources" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's 1997 Annual Report to Shareholders. ___________________________________________________________________ Customer Dependence
No material part of the business of the Company is dependent upon a single customer, or a very few customers, the loss of any one of which would have a material adverse effect on MFCI. ___________________________________________________________________ Competition
The Company's activities in the restaurant industry are subject to vigorous competition relating to restaurant location and service, as well as quality, variety and value perception of the food products offered. The Company is in competition with other food service operations, with locally-owned operations as well as national and regional chains that offer the same type of services and products as MFCI. Management believes that competition in the "home-meal replacement" or "comfort food" market segment is based on price, food quality, variety and convenience. The Company believes it compares favorably with its competition in these areas. ___________________________________________________________________ Impact of Inflation
In the past, the Company has been able to recover inflationary cost increases through increased menu prices. There have been, and there may be in the future, delays in implementing such menu price increases, and competitive pressures may limit MFCI's ability to recover such cost increases in their entirety. Historically, the effects of inflation on the Company's net income have not been materially adverse. ___________________________________________________________________ Government Compliance
The Company is subject to various regulations at both the state and local levels for items such as zoning, land use, sanitation, health and fire safety, all of which could delay the opening of a new restaurant or the operation of an existing unit. MFCI's business is subject to various other regulations at the federal level such as health care, minimum wage and fair labor standards. Compliance with these regulations has not had, and is not expected to have, a material adverse effect on the Company's operations.
There is no material portion of the Company's business that is subject to renegotiation of profits or termination of contracts or sub-contracts at the election of the Federal Government. ___________________________________________________________________ Environmental Compliance
Compliance with federal, state and local laws and regulations which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, is not expected to have a material effect upon the capital expenditures, earnings or competitive position of the Company. __________________________________________________________________ Personnel
The Company employs approximately 7,800 full-time and part-time employees. MFCI believes that its relationship with its employees is good, that working conditions are favorable and employee compensation is comparable with its competition. None of the Company's employees are subject to a collective bargaining agreement. ___________________________________________________________________ Seasonality
The Company's business is moderately seasonal. Average restaurant sales of MFCI are slightly higher during the winter months than during the summer months. As MFCI has many restaurants located in shopping malls and other retail locations, sales for these units increase over the holiday season. Overall, the variation is not material.
___________________________________________________________________ Item 2.
Item 2. Properties.
Information regarding the Company's location by state and the number of operations is shown below.
Of the 154 Company-operated restaurants, MFCI owns the building and holds long-term land leases for 10 restaurants, owns the land and building for 13 restaurants, holds leases covering land and building for 130 restaurants and owns the land and leases the building for one unit. These leases have terms that expire on various dates over the next 20 years, and generally provide for options to renew, in some cases at adjusted rentals. The leases may provide for escalation of rent during the lease term and generally provide for additional contingent lease payments based upon sales volume. The Company has a policy to remodel units as needed. Facilities and equipment are repaired and maintained to assure their adequacy, productive capacity and utilization.
The Company's corporate headquarters for its executive and administrative personnel is located in Atlanta, Georgia in approximately 17,000 square feet of a leased building. The lease has a term ending in 1997, and annual lease payments are approximately $180,000. Additional administrative support is located in Mobile, Alabama; the lease term expires in 2001.
Additional information concerning the properties of the Company and the lease obligations of MFCI is incorporated herein by reference to Note 3 of the Notes to Financial Statements included in the Annual Report to Shareholders for the fiscal year ended May 31, 1997.
As of May 31, 1997, MFCI operated 154 locations in the following states:
Alabama 18 North Carolina 5
Florida 51 South Carolina 8
Georgia 26 Tennessee 7
Indiana 1 Virginia 16
Kentucky 5 West Virginia 1
Louisiana 2
Maryland 4
Mississippi 10
________________________________________________________________________ Item 3.
Item 3. Legal Proceedings.
The Company is presently, and from time to time, subject to pending claims and suits arising in the ordinary course of its business. In the opinion of Management, the ultimate resolution of these pending legal proceedings will not have a material adverse effect on MFCI's operations or financial position. ________________________________________________________________________ Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None. __________________________________________________________________________ Executive Officers of the Company.
Executive officers of the Company are appointed by and serve at the discretion of the Company's Board of Directors. Information regarding the Company's executive officers as of August 8, 1997 is provided below.
Executive Officer Name Age Position with the Company Since
Ronnie L. Tatum 57 Chief Executive Officer 1996
Craig D. Nelson 43 Senior Vice President, 1996 Finance and Assistant Secretary
William M. Byrd 40 Senior Vice President, 1996 Operations
Mitchell S. Block 44 Vice President, 1996 General Counsel and Secretary
Ronnie L. Tatum is Chief Executive Officer of the Company. He was President of the Family Dining Division of MRI's Morrison Group from March 1994 until the Distribution in March 1996. Mr. Tatum served as President of MRI's Family Dining Group from March 1993 to March 1994, and Senior Vice President of MRI's Family Dining Group from 1990 to March 1993.
Craig D. Nelson is Senior Vice President of Finance and Assistant Secretary of the Company. He was Vice President, Controller of MRI's Morrison Group from July 1994 to March 1996. Mr. Nelson served as Vice President/Controller - Family Dining Division from November 1990 to July 1994. He joined MRI in 1976.
William M. Byrd is Senior Vice President of Operations of the Company. He was Vice President, Operations of MRI's Family Dining Division from October 1995 to March 1996, then of the Company until September 1996. Previously, Mr. Byrd was Regional Vice President for Daka International from July 1995 to October 1995. Prior to that he was Operations Director at the Pizza Hut Division of Pepsico.
Mitchell S. Block is Vice President, General Counsel and Secretary of the Company. Previously, he was Real Estate Attorney of MRI's Ruby Tuesday Group from April 1993 to March 1996. Prior to joining the Company, Mr. Block was Vice President, General Counsel and Secretary for Wyatt Cafeterias, Inc. in Dallas, Texas, where he worked from March 1986 to April 1993.
PART II ________________________________________________________________________ Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
Certain information required by this item is incorporated herein by reference to Note 13 of the Notes to Financial Statements of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 1997. ________________________________________________________________________ Item 6.
Item 6. Selected Financial Data.
The information contained under the caption "Summary of Operations" of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 1997 is incorporated herein by reference. ________________________________________________________________________ Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 1997 is incorporated herein by reference. ________________________________________________________________________ Item 8.
Item 8. Financial Statements and Supplementary Data.
The following financial statements and the related report of the Company's independent auditors contained in the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 1997, are incorporated herein by reference:
Statements of Operations - fiscal years ended May 31, 1997 June 1, 1996 and June 3, 1995.
Balance Sheets - As of May 31, 1997 and June 1, 1996
Statements of Stockholders' Equity - fiscal years ended May 31, 1997, June 1, 1996 and June 3, 1995.
Statements of Cash Flows - fiscal years ended May 31, 1997, June 1, 1996 and June 3, 1995.
Notes to Financial Statements. ________________________________________________________________________ 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 Company.
The information regarding directors of the Company is incorporated herein by reference to the information set forth in the table captioned "Director and Director Nominee Information" under "Election of Directors" in the definitive proxy statement of the Registrant dated August 20, 1997, relating to the Registrant's annual meeting of shareholders to be held on September 24, 1997.
Pursuant to Form 10-K General Instruction G(3), the information regarding executive officers of the Company has been included in Part I of this Report under the caption "Executive Officers of the Company".
MFCI has established Audit, Compensation and Stock Option, and Nominating Committees of the Board. Members of the Audit and Compensation and Stock Option Committees are not to be employees of the Company. ________________________________________________________________________ Item 11.
Item 11. Executive Compensation.
The information required by this Item 11 is incorporated herein by reference to the information set forth under the captions "Executive Compensation" and "Election of Directors - Directors' Fees and Attendance" in the definitive proxy statement of the Registrant dated August 20, 1997 relating to the Registrant's annual meeting of shareholders to be held on September 24, 1997. ________________________________________________________________________ Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this Item 12 is incorporated herein by reference to the information set forth in the table captioned "Beneficial Ownership of Common Stock" under "Election of Directors" in the definitive proxy statement of the Registrant dated August 20, 1997 relating to the Registrant's annual meeting of shareholders to be held on September 24, 1997. ________________________________________________________________________ Item 13.
Item 13. Certain Relationships and Related Transactions.
The information required by this Item 13 is incorporated herein by reference to the information set forth under the caption "Certain Transactions" in the definitive proxy statement of the Registrant dated August 20, 1997 relating to the Registrant's annual meeting of shareholders to be held on September 24, 1997.
PART IV ___________________________________________________________________________ Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are incorporated by reference into or are filed as a part of this report:
1. Financial Statements:
The following financial statements and the independent auditors' report thereon, included in the Registrant's Annual Report to Shareholders for the fiscal year ended May 31, 1997, a copy of which is contained in the exhibits to this report, are incorporated herein by reference:
Page Reference in paper version of Annual Report to Shareholders
Statements of Operations for the fiscal years ended May 31, 1997, June 1, 1996 and June 3, 1995 18
Balance Sheets as of May 31, 1997 and June 1, 1996 19
Statements of Stockholders' Equity for the fiscal years ended May 31, 1997, June 1, 1996 and June 3, 1995 20
Statements of Cash Flows for the fiscal years ended May 31, 1997, June 1, 1996 and June 3, 1995 21
Notes to Financial Statements 22 - 31
Report of Independent Auditors 32
2. Financial statement schedules:
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
3. Exhibits
The following exhibits are filed as part of this report:
MORRISON FRESH COOKING, INC. LIST OF EXHIBITS
Exhibit Number Description
3(a) Amended and Restated Articles of Incorporation of Morrison Fresh Cooking, Inc.(1)
3(b) Bylaws of Morrison Fresh Cooking, Inc.(1)
4(a) Specimen Common Stock Certificate.(2)
4(b) Amended and Restated Articles of Incorporation of Morrison Fresh Cooking, Inc. (see Exhibit 3(a) hereto).
4(c) Bylaws of Morrison Fresh Cooking, Inc. (see Exhibit 3(b) hereto).
4(d) Form of Rights Agreement between Morrison Fresh Cooking, Inc. and AmSouth Bank of Alabama, as Rights Agent.(2)
4(e) Form of Rights Certificate (see Exhibit 4(d) hereto).(2)
10(a) Form of Distribution Agreement among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.(1)
10(b) Form of Amended and Restated Tax Allocation and Indemnification Agreement among Morrison Restaurants Inc., Custom Management Corporation of Pennsylvania, Custom Management Corporation, John C. Metz & Associates, Inc., Morrison International, Inc., Morrison Custom Management Corporation of Pennsylvania, Morrison Fresh Cooking, Inc., Ruby Tuesday, Inc., a Delaware corporation, Ruby Tuesday (Georgia), Inc., a Georgia corporation, Galaxy Management, Inc., Manask Food Service, Inc., Morrison of New Jersey, Inc., Tias, Inc. and Morrison Health Care, Inc.(1)
10(c) Form of Agreement Respecting Employee Benefit Matters among Morrison Restaurants Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.(2)
10(d) Form of License Agreement between Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.(1)
10(e) Form of Amended and Restated Operating Agreement of MRT Purchasing, LLC among Morrison Restaurants Inc., Ruby Tuesday, Inc., Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc.(1)
Exhibit Number Description
10(f)* Form of Morrison Fresh Cooking, Inc. 1996 Stock Incentive Plan.(2)
10(g)* Form of Morrison Fresh Cooking, Inc. Stock Incentive and Deferred Compensation Plan for Directors.(2)
10(h)* Form of 1996 Non-Executive Stock Incentive Plan.(2)
10(i)* Form of Morrison Fresh Cooking, Inc. Executive Supplemental Pension Plan together with related form of Trust Agreement.(2)
10(j)* Form of Morrison Fresh Cooking, Inc. Management Retirement Plan together with related form of Trust Agreement.(2)
10(k)* Form of Morrison Fresh Cooking, Inc. Salary Deferral Plan together with related form of Trust Agreement.(2)
10(l)* Form of Morrison Fresh Cooking, Inc. Deferred Compensation Plan together with related form of Trust Agreement.(2)
10(m)* Form of Morrison Fresh Cooking, Inc. Executive Group Life and Executive Accidental Death and Dismemberment Plan.(2)
10(n)* Form of Morrison Fresh Cooking, Inc. Executive Life Insurance Plan.(2)
10(o) Form of Indemnification Agreement to be entered into with executive officers and directors.(1)
10(p)* Form of Change of Control Agreement to be entered into with executive officers.(2)
10(q) Non-Qualified Stock Option Agreement between Morrison Restaurants Inc. and Eugene E. Bishop.(2)
10(r) Non-Qualified Stock Option Agreement between Morrison Restaurants Inc. and Samuel E. Beall, III.(2)
10(s) Credit agreement dated as of June 19, 1997 between Registrant and AmSouth Bank of Alabama.
10(t) Severance agreements dated April 4, 1997 between Registrant and Christopher P. Elliott and Scears Lee, III.
10(u) Form of Amendment Number 1 to Rights Agreement between Morrison Fresh Cooking, Inc. and SunTrust Bank, Atlanta, as successor Rights Agent to AmSouth Bank, Alabama.
10(v)* Form of First Amendment to the Morrison Fresh Cooking, Inc. Executive Supplemental Pension Plan.
Exhibit Number Description
10(w)* Form of First Amendment to the Morrison Fresh Cooking, Inc. Management Retirement Plan.
10(x)* Form of Second Amendment to the Morrison Fresh Cooking, Inc. Management Retirement Plan.
10(y)* Form of First Amendment to the Morrison Fresh Cooking, Inc. Deferred Compensation Plan.
10(z)* Form of Second Amendment to the Morrison Fresh Cooking, Inc. Deferred Compensation Plan.
10(aa)* Form of First Amendment to the Morrison Fresh Cooking, Inc. Salary Deferral Plan.
10(bb)* Form of Second Amendment to the Morrison Fresh Cooking, Inc. Salary Deferral Plan.
11 Statement regarding computation of per share earnings.
13 Annual Report to Shareholders for the fiscal year ended May 31, 1997 (only portions specifically incorporated by reference in the Form 10-K are being filed herewith).
23 Consent of Independent Auditors.
27 Financial Data Schedule.
MORRISON FRESH COOKING, INC.
EXHIBIT FOOTNOTES
Exhibit Footnote Description
(1) Incorporated by reference to Exhibit of the same number in the Registrant's Registration Statement on Form 10 filed with the Commission on February 8, 1996.
(2) Incorporated by reference to Exhibit of the same number in the Registrant's amendment to Registration Statement on Form 10/A filed with the Commission on February 29, 1996.
* This is a management contract or compensatory plan or arrangement.
4. Reports on Form 8-K:
The Company did not file any Current Reports on Form 8-K during the quarter ended May 31, 1997.
(b) Exhibits filed with this report are attached hereto.
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.
MORRISON FRESH COOKING, INC.
Date 08/22/97 By:/s/ Craig D. Nelson Craig D. Nelson Senior Vice President, Finance (Principal 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:
Date 08/22/97 By:/s/ Dolph W. von Arx Dolph W. von Arx Chairman of the Board
Date 08/22/97 By:/s/ Ronnie L. Tatum Ronnie L. Tatum Chief Executive Officer and Director
Date 08/22/97 By:/s/ E. Eugene Bishop E. Eugene Bishop Director
Date 08/22/97 By:/s/ Donald Ratajczak Dr. Donald Ratajczak Director
Date 08/22/97 By:/s/ J. Veronica Biggins J. Veronica Biggins Director
Date 08/22/97 By:/s/ Arthur R. Outlaw Arthur R. Outlaw Vice Chairman of the Board