Name: Craig D. Nelson
Address: 4893 Riverdale Rd., Suite 260
Atlanta, GA 30337
Company: Morrison Fresh Cooking, Inc. (MFC)
Position: Officer - Senior Vice President, Finance and
Assistant Secretary
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: 4.800 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 4.800
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: N/A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 1.016 - (D)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 1.016
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: .098 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: .098
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: 30.954 - (D)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 30.954
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: 28.564 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 28.564
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: 169.515 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 169.515
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: 159.815 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 159.815
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: 4.121 - (D)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 4.121
Price of Derivative
Security: $5.56
9. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 4-30-97
Transaction Code: A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: .367 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: .367
Price of Derivative
Security: $5.06
10. Title of Derivative Security: Share Equivalent Units
Conversion or
Exercise Price of
Derivative Security: N/A
Transaction Date: 5-30-97
Transaction Code: A*
Number of Derivative
Securities Acquired
(A) or Disposed (D) of: 355.681 - (A)
Date Exercisable: N/A
Expiration Date: N/A
Title: Common Stock
Amount of Shares: 355.681
Price of Derivative
Security: $4.67
NUMBER OF DERIVATIVE SECURITIES
BENEFICIALLY OWNED AT END OF YEAR: 1,151.634
(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
Signature: Craig D. Nelson
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.
