<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 1997
----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from _______________ to ________________
Commission file number 1-14202
------------------
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
MORRISON FRESH COOKING, INC. SALARY DEFERRAL PLAN
B. Name of issuer of the securities held pursuant to the Plan
and address of its principal executive office:
MORRISON RESTAURANTS INC.
3300 Highlands Parkway
Suite 130
Atlanta, Georgia 30082
1
<PAGE>
SIGNATURES
Morrison Fresh Cooking, Inc. Salary Deferral Plan. Pursuant to the requirements
of the Securities Exchange Act of 1934, the Compensation Committee of the
Morrison Fresh Cooking, Inc. Salary Deferral Plan have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Morrison Fresh Cooking, Inc.
Salary Deferral Plan
------------------------------
(Name of Plan)
Date June 24, 1998 /s/ Craig D. Nelson
---------------- -------------------------------
CRAIG D. NELSON
Senior Vice President, Finance
(Senior Vice President and
Chief Financial Officer)
and Trustee
2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------------------------------
13 Annual Report to Security-Holders
23 Consent of Independent Auditors
<PAGE>
Audited Financial Statements and
Supplemental Schedules
Morrison Fresh Cooking, Inc.
Salary Deferral Plan
Year ended December 31, 1997
and as of December 31, 1996
with Report of Independent Auditors
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Audited Financial Statements
and Supplemental Schedules
Year ended December 31, 1997 and as of December 31, 1996
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
Item 27a-Schedule of Assets Held for Investment Purposes.................... 15
Item 27d-Schedule of Reportable Transactions................................ 16
<PAGE>
Report of Independent Auditors
Compensation Committee
Morrison Restaurants Inc.
Morrison Fresh Cooking, Inc. Salary Deferral Plan
We have audited the accompanying statements of net assets available for benefits
of Morrison Fresh Cooking, Inc. Salary Deferral Plan (the "Plan") as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. 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 at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1997 and reportable
transactions for the year then ended are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. 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 basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
April 30, 1998
Atlanta, Georgia
1
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-------------------------------
<S> <C> <C>
ASSETS
Investments, at fair value (Note 3):
Morrison Restaurants Inc. common stock $ 540,796 $ 562,219
Unallocated ESOP shares of Morrison Restaurants
Inc. common stock 254,548 --
Morrison Health Care, Inc. common stock 759,190 642,131
Ruby Tuesday, Inc. common stock 1,342,594 1,194,267
AmSouth Prime Obligation Fund 522,018 597,031
Delaware Group Value Fund 1,449,831 1,018,858
Templeton Growth Fund 1,347,962 969,663
Stable Value Fund 2,629,322 2,476,808
Phoenix Fund 2,934,999 2,178,696
Protective Life Insurance Company Guaranteed
Investment Contract 374,529 --
Investment in Morrison Incorporated Salary
Deferral Wasting Trust (Note 6) 1,670,386 6,173,236
-------------------------------
Total investments 13,826,175 15,812,909
Contributions receivable:
Participants 82,328 83,326
Employer (unallocated in 1997) 23,327 23,330
-------------------------------
105,655 106,656
Dividends and interest receivable 117,381 28,995
Cash 13,199 44,838
-------------------------------
Total assets 14,062,410 15,993,398
LIABILITIES
ESOP note payable (Note 7) 442,815 --
Other liabilities -- 24,228
Payable to related plans (Note 1) -- 2,396,093
-------------------------------
Net assets available for benefits $13,619,595 $13,573,077
===============================
</TABLE>
See accompanying notes.
2
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1997
<TABLE>
<CAPTION>
ALLOCATED UNALLOCATED TOTAL
-------------------------------------------------
Additions to net assets attributed to:
<S> <C> <C> <C>
Interest and dividend income $ 1,090,103 $ -- $ 1,090,103
Contributions:
Participants 999,713 -- 999,713
Employer 42,958 233,070 276,028
-------------------------------------------------
1,042,671 233,070 1,275,741
-------------------------------------------------
Total additions 2,132,774 233,070 2,365,844
Deductions from net assets attributed to:
Distributions to participants (1,918,158) -- (1,918,158)
Administrative expenses (270,345) -- (270,345)
ESOP interest expense -- (28,399) (28,399)
-------------------------------------------------
Total deductions (2,188,503) (28,399) (2,216,902)
Net realized and unrealized appreciation
(depreciation) in fair value of investments 268,418 (117,464) 150,954
Allocation of 51,591 shares of Morrison
Restaurants Inc. common stock 252,147 (252,147) --
Net transfers to related plans (253,378) -- (253,378)
-------------------------------------------------
Net increase (decrease) in net assets
available for benefits 211,458 (164,940) 46,518
Net assets (deficit) available for benefits
Beginning of year 13,573,077 -- 13,573,077
-------------------------------------------------
End of year $13,784,535 $(164,940) $13,619,595
=================================================
</TABLE>
See accompanying notes.
3
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements
December 31, 1997
1. DESCRIPTION OF THE PLAN
Morrison Fresh Cooking, Inc. Salary Deferral Plan (the "Plan") is a defined
contribution plan and is sponsored by Morrison Restaurants Inc., formerly
Morrison Fresh Cooking, Inc. ("the Company"). The Plan covers all employees who
have completed one year of service with the Company and have attained the age of
21 and 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 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 totaling
$18,966,738 were initially transferred from the Morrison Restaurants Inc. Salary
Deferral Plan. Subsequent to the initial transfer, adjustments netting to
$5,460,286 were made to correct the initial allocation. At December 31, 1996,
the Plan had a payable to the Morrison Health Care, Inc. Salary Deferral Plan
and the Ruby Tuesday, Inc. Salary Deferral Plan totaling $2,396,093, which
represents assets plus investment income, in connection with the allocation
adjustments. During 1997, the Plan repaid those amounts.
Effective February 8, 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").
4
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Under the Plan, participants may contribute on a tax-deferred basis amounts
ranging from 2% to 10% of their compensation (not to exceed $9,500 for 1997 and
1996). Participants contributing a tax-deferred contribution of at least 2% may
elect to make after-tax contributions up to 10% of annual earnings.
The Company matches 20% of contributions by participants with three to nine
years of service, 30% for participants with ten to nineteen years and 40% for
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 participants' accounts
based upon relative balances of the individual accounts on the valuation date as
defined by the Plan.
VESTING
Participants or their beneficiaries are immediately vested in 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.
5
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
ADMINISTRATIVE COSTS
The Company pays any administrative costs of the Plan not paid from Plan assets.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting.
RECLASSIFICATIONS
Certain amounts in the prior year have been reclassified to conform with the
current year presentation.
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 Restaurants Inc.
(formerly Morrison Fresh Cooking, Inc.), Ruby Tuesday, Inc., and Morrison Health
Care, Inc. (collectively "the Morrison Companies") common stock are traded on
the New York Stock Exchange and are 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.
6
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
VALUATION OF INVESTMENTS (CONTINUED)
The Morrison Incorporated Salary Deferral Wasting Trust (the "Wasting Trust") is
exclusively invested in guaranteed investment contracts. The salary deferral
plans sponsored by the Morrison Companies all participate in the Wasting Trust
and maintain ownership interests as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
------------------------
<S> <C> <C>
Morrison Restaurants Inc. 44% 59%
Ruby Tuesday, Inc. 17% 10%
Morrison Health Care, Inc. 39% 31%
</TABLE>
Guaranteed investment contracts held in the Wasting Trust or directly by the
Plan are stated at their fair value as determined by the insurance companies.
Such fair value is generally approximated by contract value based on the market
interest rates earned on the contracts. Contract value represents contributions
made under the contracts, plus interest at the contract rates, less funds used
to pay benefits and the insurance companies' administrative expenses.
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.
7
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Plan to significant
concentrations of credit risk consist principally of guaranteed investment
contracts. The guaranteed investment contracts are held by various insurance
companies in their general assets, whereby funds are deposited and earn a rate
of return based on a contract rate. Accordingly, the redemptions of the
guaranteed investment contracts are subject to the financial stability of the
applicable insurance companies.
3. INVESTMENTS
The Plan's investments are held in a trust fund maintained by AmSouth, the
Plan's trustee and recordkeeper, 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.
A description of the four investment options available to participants is as
follows:
MONEY MARKET FUND
The investment policy of the money market fund, AmSouth Prime Obligation Fund,
is to invest in income-producing assets with relatively short terms and
relatively low risk. This fund invests primarily in short-term U.S. government
securities.
EQUITY FUND
The investment policy of the equity fund is to invest in relatively high
quality equity assets producing either income or capital appreciation, or
both. The fund invests in the Templeton Growth Fund and the Delaware Group
Value Fund. The Templeton Growth Fund invests in securities issued by
companies and governments both within and outside the United States. The
Delaware Group Value Fund invests in small to medium-sized companies that are
believed to be undervalued.
8
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
FIXED INCOME FUND
The investment policy of the fixed income fund is to achieve income through
investment in income-producing assets with relatively high security of
principal. This fund holds investments in the Phoenix Duff & Phelps Multi-
Sector Fixed Income Fund (the "Phoenix Fund"), the Union Bond & Trust Company
Stable Value Fund (the "Stable Value Fund"), the Wasting Trust and certain
guaranteed investment contracts with insurance companies. No new monies will
be invested in the Stable Value Fund, the Wasting Trust or in the guaranteed
investment contracts.
STOCK FUND
When the Company was spun-off from Morrison Restaurants Inc., participants
were issued shares of Morrison Fresh Cooking, Inc. (now named Morrison
Restaurants Inc.), Ruby Tuesday, Inc., and Morrison Health Care, Inc. common
stock in exchange for their Morrison Restaurants Inc. common stock.
Participants initially had the option of reallocating their respective
holdings among the three stocks. Subsequent to the initial reallocation, no
future contributions were allowed to be invested in Ruby Tuesday, Inc. or
Morrison Health Care, Inc. common stock.
9
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
The Plan's investments (including investments bought, sold and held during the
year) appreciated (depreciated) in value during the year ended December 31,
1997, as shown below:
<TABLE>
<S> <C>
Morrison Restaurants Inc. common stock $(440,085)
Unallocated ESOP shares of Morrison Restaurants Inc.
common stock (117,464)
Ruby Tuesday, Inc. common stock 402,769
Morrison Health Care, Inc. common stock 198,053
Delaware Group Value Fund 254,078
Templeton Growth Fund (24,396)
Phoenix Fund (122,001)
---------
Totals $ 150,954
=========
</TABLE>
4. INCOME TAX STATUS
The Internal Revenue Service ruled on December 19, 1997 that the Plan qualifies
under Section 401(a) of the Code; therefore, the related trust is not subject to
tax under present income tax law. The Plan has been amended since receiving the
determination letter. The Plan is required to operate in conformity with the
Code to maintain its qualification. The Plan administrator is not aware of any
course of action or series of events that have occurred that might adversely
affect the Plan's qualified status.
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
During 1997 the Plan received $37,783 in dividend income from its investment in
the Company's stock. The Plan also has investments in Morrison Health Care, Inc.
common stock and Ruby Tuesday, Inc. common stock. During 1997 the Plan received
$32,535 in dividend income from its investment in the Morrison Health Care, Inc.
common stock; no dividends were received from Ruby Tuesday, Inc. in 1997.
Certain Plan investments are units of participation in collective trust funds
maintained by AmSouth, the Plan's Trustee.
10
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
6. INVESTMENT IN MORRISON INCORPORATED SALARY DEFERRAL WASTING TRUST
The Wasting Trust maintains guaranteed investment contracts with several
insurance companies. Deposits made under these contracts earn interest at
guaranteed rates between 7.08% and 7.20%. Each contract contains provisions for
investment loss (surrender) charges which the Plan would have to pay in the
event of early withdrawal prior to contract maturity date. As discussed in Note
2, the Plan had a 44% and 59% ownership in the Wasting Trust as of December 31,
1997 and 1996, respectively. The fair values of the individual investments
which comprise the total of the guaranteed investment contracts held by the
Wasting Trust at December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
----------------------------
<S> <C> <C>
New York Life Insurance Company $2,557,670 $ 2,385,886
Principal Mutual Life Insurance Company -- 1,411,166
Ohio National Life Insurance Company -- 1,166,745
TransAmerica 1,200,038 1,120,693
Hartford Life Insurance Company -- 1,194,267
State Mutual Life Insurance Company -- 1,179,008
Protective Life Insurance Company -- 1,176,256
Life Insurance Company of Virginia -- 821,309
----------------------------
Totals $3,757,708 $10,455,330
============================
</TABLE>
Investment income of $323,076 in 1997 has been allocated to the plans
participating in the Wasting Trust based on their respective ownership
interests, as indicated in Note 2.
7. ESOP FUND AND NOTE PAYABLE
On February 27, 1997, and in connection with a private letter ruling from the
Internal Revenue Service concerning the tax-free reorganization of Morrison
Restaurants Inc., the Company issued 150,907 shares of its common stock with a
fair market value of $4.88 per share to the Plan in exchange for a 10-year note
of $735,672 executed by the Plan's trustee. These shares, together with those
already held by the Plan, boosted the Plan's level of Company ownership to 3%.
The note bears interest at 5.47% and provides for
11
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
7. ESOP FUND AND NOTE PAYABLE (CONTINUED)
scheduled principal payments of $95,676 in each of the next ten years. The Plan
uses employer match 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 participants' stock fund account based on the
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 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 of 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. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
DECEMBER 31,
1997
-----------
<S> <C>
Net assets available for benefits per the financial
statements $13,619,595
Amounts allocated to withdrawn participants (24,280)
-----------
Net assets available for benefits per the Form 5500
$13,595,315
===========
</TABLE>
12
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
8. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1997
----------
<S> <C>
Benefits paid to participants per the
financial statements $1,918,158
Add: Amounts allocated on Form 5500 to withdrawn
participants at December 31, 1997 24,280
----------
Benefits paid to participants per the Form 5500 $1,942,438
==========
</TABLE>
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year-
end but not yet paid.
9. SUBSEQUENT EVENT
On April 23, 1998, the Company entered into a definitive merger agreement under
which Piccadilly Cafeterias, Inc. will acquire all of the outstanding shares of
the Company. No decision regarding the future of the Plan has been made.
10. YEAR 2000 ISSUE (UNAUDITED)
The Plan Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting critical data
processing systems. The project also includes determining whether third party
service providers have reasonable plans in place to become year 2000 compliant.
The Plan Sponsor currently expects the project to be substantially complete by
early 1999. The Plan Sponsor does not expect this project to have a significant
effect on plan operations.
13
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Notes to Financial Statements (continued)
11. INVESTMENT FUNDS
Net assets available for benefits and the changes therein for the year ended
December 31, 1997 were allocated to the separate investment funds as follows:
<TABLE>
<CAPTION>
MONEY EQUITY FIXED STOCK
MARKET FUND FUND INCOME FUND FUND TOTAL
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net assets available for benefits at beginning of year $ 612,286 $2,038,085 $ 8,494,152 $2,428,554 $13,573,077
Additions to net assets attributed to:
Interest and dividend income 30,723 320,858 668,204 70,318 1,090,103
Contributions:
Participants 302,042 280,957 250,435 166,279 999,713
Employer - - - 276,028 276,028
------------------------------------------------------------------------
302,042 280,957 250,435 442,307 1,275,741
------------------------------------------------------------------------
Total additions 332,765 601,815 918,639 512,625 2,365,844
Deductions from net assets attributed to:
Distribution to participants (376,175) (195,623) (1,080,606) (265,754) (1,918,158)
Administrative expenses (9,971) (43,643) (153,412) (63,319) (270,345)
ESOP interest expense - - - (28,399) (28,399)
------------------------------------------------------------------------
Total deductions (386,146) (239,266) (1,234,018) (357,472) (2,216,902)
Net realized and unrealized appreciation (depreciation)
in fair value of investments - 229,682 (122,001) 43,273 150,954
Net transfers (to) from related plans 840 (16,614) (212,493) (25,111) (253,378)
Fund transfers, net (30,323) 320,058 (178,073) (111,662) -
------------------------------------------------------------------------
Net increase (decrease) (82,864) 895,675 (827,946) 61,653 46,518
------------------------------------------------------------------------
Net assets available for benefits at end of year $ 529,422 $2,933,760 $ 7,666,206 $2,490,207 $13,619,595
========================================================================
</TABLE>
14
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
IDENTITY OF ISSUE,
BORROWER, LESSOR OR CURRENT
SIMILAR PARTY DESCRIPTION OF INVESTMENTS COST VALUE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENTS
*Morrison Restaurants Inc. 310,749 shares of common stock $ 1,702,187 $ 795,344
*Morrison Health Care, Inc. 38,609 shares of common stock 487,977 759,190
*Ruby Tuesday, Inc. 52,558 shares of common stock 1,043,072 1,342,594
*AmSouth Bank of Alabama AmSouth Prime Obligation Fund 522,018 522,018
Delaware Group Value Fund 51,394 units of equity fund 1,201,019 1,449,831
Templeton Growth Fund 69,483 units of equity fund 1,320,663 1,347,962
Stable Value Fund 204,448 units of investment fund 2,356,001 2,629,322
Phoenix Fund 221,677 units of bond fund 3,014,023 2,934,999
Protective Life Insurance 374,529 units of guaranteed
Company investment contract 374,529 374,529
*Morrison Incorporated
Salary Deferral Wasting
Trust 1,670,386 units of wasting trust 1,670,386 1,670,386
-----------------------------
Total investments $13,691,875 $13,826,175
=============================
</TABLE>
* Indicates a party-in-interest to the Plan
15
<PAGE>
Morrison Fresh Cooking, Inc. Salary Deferral Plan
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
IDENTITY OF PURCHASE SELLING COST OF TRANSACTION
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET DATE NET GAIN
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (I) INDIVIDUAL TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
Phoenix Duff & Phelps Phoenix Fund $1,805,000 $ -- $1,805,000 $1,805,000 $ --
AmSouth Bank of
Alabama AmSouth Prime Obligation Fund -- 1,805,000 1,805,000 1,805,000 --
CATEGORY (III) SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS.
AmSouth Bank of
Alabama Templeton Growth Fund 739,972 -- 739,972 739,972 --
AmSouth Bank of
Alabama Templeton Growth Fund -- 337,276 278,807 337,276 58,469
AmSouth Bank of
Alabama AmSouth Prime Obligation Fund 6,470,155 -- 6,470,155 6,470,155 --
AmSouth Bank of
Alabama AmSouth Prime Obligation Fund -- 6,545,541 6,545,541 6,545,541 --
Phoenix Duff & Phelps Phoenix Fund 3,377,342 -- 3,377,342 3,377,342 --
Phoenix Duff & Phelps Phoenix Fund -- 1,439,000 1,419,483 1,439,000 19,517
</TABLE>
THERE WERE NO CATEGORY (II) OR (IV) TRANSACTIONS DURING THE YEAR ENDED DECEMBER
31, 1997.
16
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-20585, Post-Effective Amendment No. 1) pertaining to the Salary
Deferral Plan of Morrison Restaurants Inc. of our report dated April 30, 1998,
with respect to the financial statements and schedules of the Morrison Fresh
Cooking, Inc. Salary Deferral Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 22, 1998
