x Reporting person is no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
Name: Scears Lee, III
Address: 4893 Riverdale Rd., Suite 260
Atlanta, GA 30337
Company: Morrison Fresh Cooking, Inc. (MFC)
Position: Officer - Vice President, Human Resources
Statement for
Month/Year: May 31, 1997
NON-DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Security:
Transaction Date:
Transaction Code:
Security Acquired (A)
or Disposed (D) of:
Amount:
Price:
Ownership Form:
AMOUNT OF SECURITIES BENEFICIALLY
OWNED AT END OF YEAR:
DERIVATIVE SECURITIES ACQUIRED,
DISPOSED OF, OR BENEFICIALLY OWNED
1. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 8-30-96
Transaction Code: A*
Number of Derivative
Securities Acquired
A) or Disposed (D) of: 47.652 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 47.652
Price of Derivative
Security: $5.22
2. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 9-30-96
Transaction Code: A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 29.851 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 29.851
Price of Derivative
Security: $5.53
3. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 10-31-96
Transaction Code: A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 25.621 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 25.621
Price of Derivative
Security: $4.86
4. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 11-29-96
Transaction Code: N/A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 11.448 - (D)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 11.448
Price of Derivative
Security: $6.59
5. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 12-31-96
Transaction Code: A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 124.573 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 124.573
Price of Derivative
Security: $5.95
6. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 1-31-97
Transaction Code: A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 64.312
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 64.312 - (A)
Price of Derivative
Security: $4.79
7. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 2-28-97
Transaction Code: A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 49.721 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 49.721
Price of Derivative
Security: $5.45
8. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 3-31-97
Transaction Code: N/A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 3.683 - (D)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 3.683
Price of Derivative
Security: $5.56
NUMBER OF DERIVATIVE SECURITIES
BENEFICIALLY OWNED AT END OF YEAR: 702.393
(These Derivative Securities are Share Equivalent Units only.)
Ownership Form of Derivative Security
Direct (D) or Indirect (I): (I)
Nature of Indirect Beneficial Ownership: By Deferred Compensation Plan
9. Title of Derivative Security: Employee Stock Option (Right to Buy)
Conversion or
Exercise Price of
Derivative Security:
Transaction Date: 4-30-97
Transaction Code: H (Cancellation)
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 24,348 - Disposed
Date Exercisable:
Expiration Date:
Title: Common Stock
Amount of Shares: 24,348
Price of Derivative
Security:
NUMBER OF DERIVATIVE SECURITIES
BENEFICIALLY OWNED AT END OF YEAR: 2,062
Ownership Form of Derivative Security
Direct (D) or Indirect (I): D
Signature: Scears Lee, III
By: /s/ Mitchell S. Block
Mitchell S. Block, Attorney-in-fact
Date: July 15, 1997
* Represents units credited to the reporting person's account under the
Company's Deferred Compensation Plan in respect of salary deferrals
and Company matching contributions net of units debited from the reporting
person's account on account of fees and expenses incurred in connection with
the administration of the plan and of the "rabbi trust" that holds assets
earmarked to pay benefits under the plan. Such fees and expenses are paid
by the trustee from the participants' accounts pursuant to the terms of the
plan. Participants have no discretion with respect to the amount, timing and
manner of liquidation of trust assets to pay such fees and expenses and the
corresponding debits from their respective accounts.
