SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No fee required effective October 7, 1996]
For the fiscal year ended December 31, 1998.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No fee required]
For the transition report period from ___________________ to
_______________________.
Commission File number 1-14194
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
MORRISON HEALTH CARE, INC. SALARY DEFERRAL PLAN
B. Name of issuer of the securities held pursuant to the Plan and address of its
principal executive office:
Morrison Health Care, Inc.
1955 Lake Park Drive
Suite 400
Smyrna, GA 30080
Exhibit index appears on page 2.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
_______ __________________________________________________________
13 Annual report to Security-Holders
23 Consent of Independent Auditors
<PAGE>
SIGNATURES
Morrison Health Care, Inc. Salary Deferral Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Compensation Committee of the Morrison Health Care, Inc. Salary Deferral Plan
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Morrison Health Care, Inc.
Salary Deferral Plan
--------------------------
(Name of Plan)
Date: June 24, 1999 /s/ Claire L. Arnold
--------------- --------------------------------------
Claire L. Arnold
Director; Chairman, Compensation
Committee
EXHIBIT 13
Audited Financial Statements
and Supplemental Schedules
Morrison Health Care, Inc.,
Salary Deferral Plan
Year ended December 31, 1998
and as of December 31, 1997
with Report of Independent Auditors
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Audited Financial Statements and Supplemental Schedules
Year ended December 31, 1998 and as of December 31, 1997
Contents
Report of Independent Auditors................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits...............................2
Statement of Changes in Net Assets Available for Benefits.....................3
Notes to Financial Statements.................................................4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes...................13
Line 27d - Schedule of Reportable Transactions...............................14
<PAGE>
Report of Independent Auditors
Plan Administrator
Morrison Health Care, Inc., Salary Deferral Plan
We have audited the accompanying statements of net assets available for benefits
of the Morrison Health Care, Inc. Salary Deferral Plan (the "Plan") as of
December 31, 1998 and 1997, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1998. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998 and reportable transactions
for the year then ended, are presented for purpose of additional analysis and
are not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
--------------------------
Atlanta, Georgia
May 14, 1999
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1998 1997
-------------------------
<S> <C> <C>
Assets
Investments, at fair value (Note 3):
Morrison Health Care, Inc. common stock..............$ 3,846,539 $ 3,375,152
Unallocated ESOP shares of Morrison Health
Care, Inc. common stock............................. 4,047,146 4,755,749
Merrill Lynch Retirement Preservation Trust.......... 922,695 962,034
Merrill Lynch Federal Securities Fund................ 3,575,934 3,639,393
Merrill Lynch Growth Fund............................ 926,482 1,188,469
AIM Equity Constellation Fund........................ 1,585,769 1,197,400
Merrill Lynch Equity Index Trust Fund................ 2,418,598 1,332,430
Templeton Foreign Fund............................... 989,915 1,198,806
Money market fund.................................... 75,986 77,482
Investments, at contract value (Note 6):
New York Life Insurance Company Guaranteed
Investment Contracts............................... 1,066,568 994,934
Protective Life Insurance Company Guaranteed
Investment Contract................................ - 328,134
Transamerica Occidental Life Insurance Company
Guaranteed Investment Contract..................... 499,865 466,815
-------------------------
Total investments...................................... 19,955,497 19,516,798
Contributions receivable:
Participants........................................ 164,215 130,114
Employer (unallocated).............................. 46,328 39,040
-------------------------
210,543 169,154
Dividends and interest receivable...................... 4,297 -
-------------------------
Total Assets........................................... 20,170,337 19,685,952
Liabilities
Accrued Liabilities.................................... 13,371 -
ESOP note payable (Note 7)............................. 3,015,365 3,433,246
-------------------------
Total Liabilities...................................... 3,028,736 3,433,246
-------------------------
Net assets available for benefits......................$17,141,601 $16,252,706
=========================
</TABLE>
See accompanying notes.
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1998
<TABLE>
<CAPTION>
Allocated Unallocated Total
-----------------------------------------------
Additions to net assets attributable to:
<S> <C> <C> <C>
Interest and dividend income.................. $ 638,929 $ 113,324 $ 752,253
Contributions:
Participants................................ 1,773,714 - 1,773,714
Employer.................................... - 415,418 415,418
-----------------------------------------------
1,773,714 415,418 2,189,132
-----------------------------------------------
Total additions................................. 2,412,643 528,742 2,941,385
Deductions from net assets attributable to:
Distributions to participants................. 1,665,440 - 1,665,440
Administrative expenses....................... 13,386 - 13,386
ESOP interest expense......................... - 222,092 222,092
-----------------------------------------------
Total deductions................................ 1,678,826 222,092 1,900,918
Net realized and unrealized depreciation in
fair value of investments..................... (50,631) (100,941) (151,572)
Allocation of 25,473 shares of Morrison
Health Care, Inc. common stock, at market..... 450,103 (450,103) -
-----------------------------------------------
Net increase (decrease) in net assets
available for benefits........................ 1,133,289 (244,394) 888,895
Net assets available for benefits:
Beginning of year............................. 14,930,203 1,322,503 16,252,706
-----------------------------------------------
End of year................................... $16,063,492 $1,078,109 $17,141,601
===============================================
</TABLE>
See accompanying notes.
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements
December 31, 1998
1. Description of the Plan
The Morrison Health Care, Inc. Salary Deferral Plan (the "Plan") is a defined
contribution plan and is sponsored by Morrison Health Care, Inc. (the
"Company"). The Plan, which covers all employees of the Company who have
attained the age of 21, is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The following description of
the Plan provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
General
The Plan was established on March 7, 1996 as a result of the Company's spin-off
from Morrison Restaurants Inc. (now named Ruby Tuesday, Inc.) to provide
additional incentive and retirement security for eligible employees of the
Company. In connection with the establishment of the Plan, assets totalling
approximately $10,545,000 were transferred from the Morrison Restaurants Inc.
Salary Deferral Plan.
Effective February 28, 1997, a component of the Plan operates a leveraged
employee stock ownership plan ("ESOP") and is designed to comply with section
4975(e)(7) and the related regulations thereunder of the Internal Revenue Code
of 1986, as amended ("the Code").
Effective October 1, 1997, the Plan changed custodian and recordkeeper from
AmSouth Bank of Alabama to Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as recordkeeper, and Merrill Lynch Trust Company, as trustee.
Contributions
Under the Plan, participants may contribute on a tax deferred basis amounts
ranging from 2% to 10% of their compensation subject to certain limitations of
the Code. Participants contributing a tax-deferred contribution of at least 2%
may elect to make after-tax contributions up to 10% of their annual earnings.
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Contributions (continued)
The Company matches 20% of contributions from participants with three to nine
years of service, 30% of contributions from participants with ten to nineteen
years of service and 40% of contributions from participants with twenty or more
years of service. Matching contributions are made to the fund and are invested
entirely in Company stock. All contributions are remitted to the Plan monthly.
Participant Accounts
Each participant's account is credited, as appropriate, with the participant's
contribution, the Company's matching contributions and allocations of investment
earnings and losses. Investment results are allocated to participant's accounts
based upon relative balances of the individual accounts on the valuation date as
defined by the Plan.
Vesting
Participants are immediately vested in the value of their contributions,
employer matching contributions, plus actual earnings thereon.
Distributions to Participants
Upon his or her retirement, termination, death or disability, as defined by the
Plan, a participant or his /her beneficiary may elect to receive a lump sum
distribution.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination (or
permanent discontinuance of contributions to the Plan), the Plan's assets are
distributable to the participants or their beneficiaries based on the respective
values of their accounts.
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Administrative Costs
The Company pays any administrative costs of the Plan not paid from Plan assets.
Withdrawals
As of December 31, 1998, $42,857 of withdrawals to be paid to participants is
included in net assets available for benefits.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Plan are presented on the accrual
basis of accounting.
Valuation of Investments
Investments in mutual funds are stated at fair value based on quoted redemption
values on the last business day of the plan year. Morrison Health Care, Inc.
common stock is traded on the New York Stock Exchange and is valued at the
closing sales price on the last business day of the plan year. Fair values for
investments in collective trust funds are valued by the trustee based upon the
quoted market values of the underlying investments on the last business day of
the plan year.
Guaranteed investment contracts held in the Stable Value Fund are fully benefit
responsive and are valued at contract value in accordance with AICPA's Statement
of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans" (SOP 94-4). Contract value
represents the contributions of employer and participants plus interest, less
withdrawals.
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results may differ from those estimates.
Reclassification
Certain amounts in the prior year have been reclassified for the purpose of
conforming with the current year's financial statement presentation.
3. Investments
The Plan's investments are held in a trust fund administered by the Plan's
trustee, except for the guaranteed investment contracts with insurance companies
(see Note 6) and the investments in mutual funds, which are held by the funds
themselves.
Participants have the option of allocating their individual accounts between
various separate investment funds maintained by the trustee of the Plan.
Participants may change their investment options at any time.
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated December 19, 1997, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan Administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax exempt.
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
5. Transactions with Parties-in-Interest
The Plan held 414,106 shares of Morrison Health Care, Inc. common stock valued
at $7,893,685 at December 31, 1998. During 1998, the Plan received $218,317 in
dividends on Morrison Health Care, Inc. common stock.
Certain Plan investments are units of participation in collective trust funds
maintained by the trustee.
6. Guaranteed Investments Contracts
At December 31, 1998 and 1997, the Plan had guaranteed investment contracts with
several insurance companies. The fair values of the guaranteed investment
contracts are approximated by contract values based on current interest rates.
Deposits made under these contracts earn interest at guaranteed rates as
follows:
December 31
1998 1997
---------------------------------------
Crediting Crediting
Company Interest Rate Interest Rate
- --------------------------------------------------------------------------------
New York Life Insurance Company
#GA30795002 7.2% 7.2%
#GM30795001 7.2% 7.2%
Transamerica Occidental Life Insurance
Company
#51471 7.0% 7.0%
Protective Life Insurance Company
#GA109202 - 7.6%
The average yield of each of the foregoing contracts does not differ materially
from the crediting interest rate.
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
7. ESOP Fund and Note Payable
On February 28, 1997 and in connection with a private letter ruling from the IRS
concerning the tax-free reorganization of Morrison Restaurants Inc., the Plan,
in conjunction with the Company, created an employee stock ownership feature for
the Plan, which is herein referred to as the "ESOP". In connection with the
ESOP's formation, the Company issued 254,502 shares of its common stock with a
fair market value of $14.125 per share to the Plan in exchange for a 10-year
note with a principal amount of $3,594,841 executed by the Plan's trustee. These
shares, together with those already held by the Plan, increased the Plan's level
of ownership to 3%. The note bears interest at 5.47% and provides for scheduled
principal payments totaling $467,520 in each of the next ten years. The Plan
uses employer matching contributions and dividends received to make loan
payments. As the Plan repays the loan, shares are released from the unallocated
ESOP account and are allocated to the participant's stock fund account based on
a ratio of principal paid to the total remaining loan balance prior to the
payment. The loan is collateralized by the unallocated shares of the Company's
stock. Accordingly, the financial statements of the Plan for 1998 and 1997
present separately the assets and liabilities and changes therein pertaining to
shares of Company stock allocated to participant accounts and the shares of
Company stock that are unallocated.
Although participants do not have any investment discretion regarding the ESOP
Fund portions of their account balances, each participant is entitled to
exercise voting rights attributable to shares on Company stock allocated to
his/her account and is notified before such rights are to be exercised. The
trustee votes any unallocated shares and any allocated shares for which it does
not receive voting directions.
8. Year 2000 Issue (Unaudited)
The Plan Sponsor has determined that it will be necessary to take certain steps
in order to ensure that the Plan's information systems are prepared to handle
year 2000 dates. The Plan Sponsor is taking a two phase approach. The first
phase addresses internal systems that must be modified or replaced to function
properly. Both internal and external resources are being utilized to replace or
modify existing software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
8. Year 2000 Issue (Unaudited) (continued)
anticipates substantially completing this phase of the project by mid 1999.
Costs associated with modifying software and equipment are not estimated to be
significant and will be paid by the Plan Sponsor.
For the second phase of the project, Plan management established formal
communications with its third party service providers to determine that they
have developed plans to address their own year 2000 problems as they relate to
the Plan's operations. All third party service providers have indicated that
they will be year 2000 compliant during 1999. If modification of data processing
systems of either the Plan, the Plan Sponsor, or its service providers are not
completed timely, the year 2000 problem could have a material impact on the
operations of the Plan. Plan management has not developed a contingency plan,
because they are confident that all systems will be year 2000 ready.
9. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to those per the Form 5500 as of December 31:
1998 1997
------------------------------
Net assets available for benefits per the
financial statements............................ $17,141,601 $16,252,706
Benefits payable to participants.................. (42,857) -
------------------------------
Net assets available for benefits per the
Form 5500....................................... $17,098,744 $16,252,706
==============================
The following is a reconciliation of benefits paid to participants per the
financial statements to those per the Form 5500:
Year ended
December 31,
1998
----------------
Benefits paid to participants per the financial statements.... $1,665,440
Benefits payable to participants at December 31, 1998......... 42,857
----------------
Benefits paid to participants per the Form 5500............... $1,708,297
================
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
10. Investment Programs
Changes in net assets available for benefits for the year ended December 31,
1998 were allocated to the separate investment programs as follows:
<TABLE>
<CAPTION>
Merrill Merrill Lynch
Lynch AIM Equity Equity Index Templeton
Growth Constellation Trust Foreign
Fund Fund Fund Fund
----------------------------------------------------------
Additions to net assets attributed to:
<S> <C> <C> <C> <C>
Interest and dividend income $ 18,411 $ 39,328 $ - $ 106,210
Contributions:
Participants........................... 216,261 225,865 338,925 186,349
Employer............................... - - - -
----------------------------------------------------------
Total additions 234,672 265,193 338,925 292,559
Deductions from net assets attributed to:
Distributions to participants............ 164,980 189,910 224,752 183,993
Administrative expenses.................. 1,578 2,419 3,564 1,629
Fund transfers, net...................... 34,442 (115,668) (527,125) 176,918
ESOP loan interest expense............... - - - -
----------------------------------------------------------
Total deductions........................... 201,000 76,661 (298,809) 362,540
----------------------------------------------------------
Net realized and unrealized
appreciation/(depreciation) in fair
value of investments..................... (288,987) 205,014 460,526 (141,534)
----------------------------------------------------------
Net increases /(decreases)................. (255,315) 393,546 1,098,260 (211,515)
Net assets available for benefits
at beginning of year..................... 1,204,461 1,213,566 1,349,021 1,215,519
----------------------------------------------------------
Net assets available for benefits
at end of year........................... $ 949,146 $1,607,112 $2,447,281 $1,004,004
==========================================================
</TABLE>
<PAGE>
Morrison Health Care, Inc., Salary Deferral Plan
Notes to Financial Statements (continued)
10. Investment Programs (continued)
<TABLE>
<CAPTION>
Merrill
Lynch
Stable Federal Money
Value Securities Market Stock
Fund Fund Fund Fund Total
-----------------------------------------------------------------------
Additions to net assets attributed to:
<S> <C> <C> <C> <C> <C>
Interest and dividend income............ $ 153,141 $ 212,549 $ 4,297 $ 218,317 $ 752,253
Contributions:
Participants.......................... 141,139 358,198 192 306,785 1,773,714
Employer.............................. - - - 415,418 415,418
-----------------------------------------------------------------------
Total additions........................... 294,280 570,747 4,489 940,520 2,941,385
Deductions from net assets attributed to:
Distributions to participants........... 325,156 410,983 2,801 162,865 1,665,440
Administrative expenses................. 4,086 5,463 (10,051) 4,698 13,386
Fund transfers, net................... 224,214 233,544 8,995 (35,320) -
ESOP loan interest expense............ - - - 222,092 222,092
-----------------------------------------------------------------------
Total deductions.......................... 553,456 649,990 1,745 354,335 1,900,918
-----------------------------------------------------------------------
Net realized and unrealized
appreciation/(depreciation) in
fair value of investments............... - 12,855 - (399,446) (151,572)
-----------------------------------------------------------------------
Net increases /(decreases)................ (259,176) (66,388) 2,744 186,739 888,895
Net assets available for benefits
at beginning of year.................... 2,757,276 3,671,196 77,482 4,764,185 16,252,706
-----------------------------------------------------------------------
Net assets available for benefits
at end of year......................... $2,498,100 $3,604,808 $ 80,226 $4,950,924 $17,141,601
=======================================================================
</TABLE>
<PAGE>
Supplemental Schedules
<PAGE>
Morrison Health Care, Inc.,
Salary Deferral Plan
EIN: 63-1155966
Plan No.: 001
Line 27a - Schedule of Assets Held For Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Current
Lessor or Similar Party Investments Cost Value
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* Morrison Health Care, Inc. 414,106 shares of common
stock......................... $ 6,539,796 $ 7,893,685
* Merrill Lynch & Co., Inc. 922,695 units Retirement
Preservation Trust............ 922,695 922,695
* Merrill Lynch & Co., Inc. 365,264 units Federal
Securities Fund............... 3,556,824 3,575,934
* Merrill Lynch & Co., Inc. 43,072 units Growth Fund........ 1,335,934 926,482
AIM Management Group, Inc. 51,958 units AIM Equity
Constellation Fund............ 1,551,910 1,585,769
* Merrill Lynch & Co., Inc. 28,820 units Equity Index
Trust Fund.................... 1,965,619 2,418,598
Franklin Templeton Group 117,987 units Templeton
Foreign Fund.................. 1,308,534 989,915
New York Life Insurance Company Guaranteed investment
contract #GA30795002;
matures 9/2/99; 7.2%.......... 528,713 528,713
New York Life Insurance Company Guaranteed investment
contract #GM30795001;
matures 5/4/99; 7.2%.......... 537,855 537,855
Transamerica Occidental Life Guaranteed investment
Insurance Company contract #51471; matures
3/27/2000; 7.0%............... 499,865 499,865
* Merrill Lynch & Co., Inc. Money market fund; variable
rate.......................... 75,986 75,986
----------------------------
Total Investments................................................. $18,823,731 $19,955,497
============================
* Indicates a party-in-interest to the Plan.
</TABLE>
<PAGE>
Morrison Health Care, Inc.,
Salary Deferral Plan
EIN: 63-1155966
Plan No.: 001
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
Current Value
of Asset on Net
Identity of Purchase Selling Cost of Transaction Gain
Party Involved Description of Assets Price Price Asset Date (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of securities transactions in excess of 5% of plan
assets.
<S> <C> <C> <C> <C> <C> <C>
Merrill Lynch & Co. Inc. Equity Index Trust Fund $ 919,963 $ - $ 919,963 $ 919,963 $ -
Merrill Lynch & Co. Inc. Equity Index Trust Fund - 294,321 262,182 294,321 32,139
Merrill Lynch & Co. Inc. Federal Securities Fund 649,097 - 649,097 649,097 -
Merrill Lynch & Co. Inc. Federal Securities Fund - 725,411 724,089 725,411 1,322
Morrison Health Care, Inc. Common stock 1,065,106 - 1,065,106 1,065,106 -
Morrison Health Care, Inc. Common stock - 902,876 750,462 902,876 152,414
There were no category (i), (ii) or (iv) transactions during the year ended December 31, 1998.
Note: Lease rental and expense incurred with transaction are not applicable.
</TABLE>
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-2098) pertaining to the Morrison Health Care, Inc. Salary Deferral
Plan of our report dated May 14, 1999, with respect to the financial statements
and supplemental schedules of the Morrison Health Care, Inc. Salary Deferral
Plan included in this Annual Report (Form 11-K) for the year ended December 31,
1998.
/s/ Ernst & Young LLP
--------------------------
Atlanta, Georgia
June 23, 1999
