As filed with the Securities and Exchange Commission on January 4, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
____________________
MORRISON RESTAURANTS INC.
Exact name of registrant as specified in its charter)
Delaware 63-0475239
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
4721 Morrison Drive
Mobile, Alabama 36625
(205) 344-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PFILIP G. HUNT, ESQ.
Senior Vice President, General Counsel and Secretary
Morrison Restaurants Inc.
4721 Morrison Drive
Mobile, Alabama 36625
(205) 344-3000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
Copies of Communications to:
GABRIEL DUMITRESCU, ESQ. RICHARD A. TULLI, ESQ
Powell, Goldstein, Frazer & Murphy Gardere & Wynne, L.L.P.
Sixteenth Floor 1601 Elm Street
191 Peachtree Street, N.E. Suite 3000
Atlanta, Georgia 30303 Dallas, Texas 75201
(404) 572-6600 (214)999-4676
Approximate date of commencement of proposed sale to the
public: From time to time after the Registration Statement
becomes effective.
____________________
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. X
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each class of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered registered(1) share(2) price(2) fee(2)
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 375,000 shares $24.4375 $9,164,063 $3,161
Rights to purchase shares of Series A Junior
Participating Preferred Stock(3) 375,000 rights - - -
</TABLE>
(1) Because the number of securities to be issued to and
subsequently resold by the Selling Shareholders in the stock
purchase transaction described herein will be determined by
reference to the closing price of such securities on the day
before this Registration Statement becomes effective, the
Registrant is registering the maximum number of securities
that it estimates it will issue in connection with the
transaction. The Registrant will deregister any securities
not issued to the Selling Shareholders or file an amendment
to this Registration Statement covering a reduced number of
securities if the number of securities actually issued is less
than the number registered hereby. See "Selling
Shareholders."
(2) Pursuant to Rule 457(c), the proposed offering price and
registration fee are based upon the average of the high and
low prices of the Common Stock on December 27, 1994 as
reported by the New York Stock Exchange.
(3) The Rights, which are attached to the shares of Common Stock
being registered, will be issued for no additional
consideration; no additional registration fee is required.
The Registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
<TABLE>
MORRISON RESTAURANTS INC.
Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Between Registration Statement and Form of Prospectus
<CAPTION>
Registration Statement Prospectus Heading
Item Number and Caption or Subheading
<C> <S> <S>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus ....................... Cover Page
2. Inside Front and Outside Back Cover Pages of Inside Front and Outside
Prospectus............................................ Back Cover Pages of
Prospectus
3. Summary Information, Risk Factors and Ratio of Inside Front Cover
Earnings to Fixed Charges............................. Page of Prospectus;
The Company
4. Use of Proceeds....................................... *
5. Determination of Offering Price....................... *
6. Dilution.............................................. *
7. Selling Security Holders.............................. Selling Shareholders
8. Plan of Distribution.................................. Sale of the Shares
9. Description of Securities to be Registered............ *
10. Interests of Named Experts and Counsel................ *
11. Material Changes...................................... Recent Developments
12. Incorporation of Certain Information by Reference..... Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities........................ *
</TABLE>
_______________
* Not Applicable
P R O S P E C T U S
375,000 Shares
Morrison Restaurants Inc.
Common Stock
____________________
This Prospectus relates to 375,000 shares (the "Shares") of
common stock, $.01 par value ("Common Stock"), of Morrison
Restaurants Inc. (the "Company"). The Shares may be offered by
certain shareholders of the Company (the "Selling Shareholders"),
from time to time in transactions on the New York Stock Exchange,
in negotiated transactions or a combination of such methods of
sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell
as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). See
"Selling Shareholders" and "Sale of the Shares."
The Shares will be acquired by the Selling Shareholders from the
Company in connection with the Company's pending purchase of their
shares of Tias, Inc. capital stock on the terms described in the
section of this Prospectus entitled "Recent Developments." The
Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities
Act"). See "Sale of the Shares."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has
agreed to bear all expenses (other than selling commissions) in
connection with the registration and sale of the Shares being
offered by the Selling Shareholders and to indemnify the Selling
Shareholders against certain liabilities, including liabilities
under the Securities Act.
The Common Stock is listed on the New York Stock Exchange. On
December 27, 1994, the last reported sale price of the Common Stock
of the Company reported on the New York Stock Exchange Composite
Tape was $24.625 per share.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________
The date of this Prospectus is ________ ___, 199_
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3
(the "Registration Statement"), of which this Prospectus forms a
part, covering the common stock, $.01 par value, of the Company
(the "Common Stock") to be sold pursuant to this offering. The
right to purchase shares of the Company's Series A Junior
Participating Preferred Stock (collectively, "Rights"), exercisable
under certain circumstances, is attached to each share of Common
Stock currently outstanding and each share of Common Stock to be
sold pursuant to this offering. Any reference hereinafter made to
Common Stock shall include such Rights.
As permitted by the rules and regulations of the Commission,
this Prospectus omits certain information, exhibits and
undertakings contained in the Registration Statement. Such
additional information, exhibits and undertakings can be inspected
at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and
related matters and documents, reference is made to the
Registration Statement and exhibits thereto.
Certain documents previously filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this
Prospectus. See "Incorporation of Certain Documents by Reference."
Copies of any documents incorporated herein by reference, other
than exhibits to such documents unless they are specifically
incorporated by reference therein, are available without charge to
any person to whom a Prospectus is delivered upon request to the
Corporate Secretary, Morrison Restaurants Inc., 4721 Morrison
Drive, Mobile, Alabama 36625 (telephone: (205) 344-3000).
The Company is subject to the informational and reporting
requirements of the Exchange Act, and accordingly files reports,
proxy statements and other information with the Commission. Such
reports, proxy statements and other information filed with the
Commission are available for inspection and copying at the public
reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at
certain regional offices of the Commission located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549 at prescribed rates. The Common Stock is listed on the
New York Stock Exchange, Inc. ("NYSE"). Reports, proxy statements
and other information concerning the Company can be inspected at
the NYSE, 20 Broad Street, New York, New York 10005.
-2-
THE COMPANY
The Company is a diversified restaurant company with operations
in two primary business groups: Ruby Tuesday Group (encompassing
casual dining restaurants) and Morrison Group (encompassing retail
cafeteria operations and the food contract management of health care
cafeterias). Collectively, the Company operates 740 restaurants
in more than 40 states.
The Company was founded in Mobile, Alabama in 1920 and changed
its state of incorporation from Florida to Delaware in 1987. Its
principal executive offices are located at 4721 Morrison Drive,
Mobile, Alabama 36625 (telephone (205) 344-3000).
RECENT DEVELOPMENTS
The Company has agreed to purchase all of the issued
and outstanding shares of Tias, Inc. capital stock held by the
Selling Shareholders (the "Stock Purchase") for a purchase price of
$9 million, to be paid in shares of Company Common Stock and, in
the Company's discretion, cash as described below. The maximum
number of Shares to be issued to the Selling Shareholders in the
Stock Purchase will be calculated by dividing the $9 million
purchase price by the closing price per share of the Common Stock
on the trading day immediately preceding the closing date (the
"Closing Date") of the Stock Purchase (the "Closing Price"). The
Company may reduce the number of Shares to be issued to any or all
of the Selling Shareholders and issue in lieu thereof cash in an
amount equal to the difference between the $9 million purchase
price (or portion thereof to which an individual Selling
Shareholder is entitled as described under "Selling Shareholders"
below) and the value of the Shares issued to the Selling
Shareholder(s) (calculated by multiplying the number of Shares
issued to the Selling Shareholder(s) by the Closing Price).
The Company has also agreed to register, at its own expense, the
Shares for resale by the Selling Shareholders and has therefore
filed with the Commission the Registration Statement of which this
Prospectus is a part. The 375,000 Shares being registered
represent the maximum number of Shares that the Company
estimates it will be required to issue in connection with
the Stock Purchase.
-3-
SELLING SHAREHOLDERS
The following table sets forth (i) the name of each Selling
Shareholder, (ii) the maximum number of shares of Common Stock to
be owned beneficially by each Selling Shareholder prior to the
offering and being offered hereby, and (iii) the percentage of the
Company's outstanding shares of Common Stock as of the date of this
Prospectus represented by the number of shares described in clause
(ii) above. Upon completion of the offering, assuming all of the
Shares being offered hereby are sold and that no other changes in
the Selling Shareholders' beneficial ownership occur prior to
completion of this offering, none of the Selling Shareholders will
beneficially own any shares of Common Stock of the Company.
The number of Shares listed for each Selling Shareholder
reflects the maximum number of Shares that the Company estimates
such Selling Shareholder could receive as a result of the Stock
Purchase. The actual number of Shares to be received by a Selling
Shareholder will be determined by dividing the Selling
Shareholder's pro rata portion of the aggregate purchase price
(which is listed in the footnotes to the following table below) by
the Closing Price and, if applicable, subtracting the number of
Shares in lieu of which cash will be paid as described in "Recent
Developments" above.
<TABLE>
Shares Beneficially Owned
Prior to Offering and Being Offered
<CAPTION>
Percentage of
Outstanding
Selling Shareholders * Number Common Stock
<S> <C> <C>
Crosspoint Venture Partners, III 167,848 **
Larry Lavine 171,708 **
Jack Lavine 6,714 **
Robert E. Clements 5,035 **
MMC/GATX Partnership I. 4,225 **
Frank B. Sbordone, Jr. 11,749 **
Thomas Koenigsberg 3,357 **
John M. Hurley 1,679 **
John Jessup 1,007 **
William P. Schoenleb 671 **
Sandra B. Wilson 671 **
Teresa L. Phillips 336 **
Total 375,000 1.1%
</TABLE>
_______________
* The Selling Shareholders are entitled to receive Company
Common Stock representing the following pro rata portions of
the $9 million purchase price: Crosspoint Venture Partners,
III: $4,028,344 (approximately 44.8%); Larry Lavine:
$4,120,996 (approximately 45.8%); Jack Lavine:
$161,134 (approximately 1.8%); Robert E. Clements:
$120,850 (approximately 1.3%); MMC/GATX Partnership I.:
$101,389 (approximately 1.1%); Frank B. Sbordone, Jr.:
$281,984 (approximately 3.1%); Thomas Koenigsberg: $80,557
(approximatly 0.9%); John M. Hurley: $40,283 (approximately 0.4%);
John Jessup: $24,170 (approximately 0.3%); William P. Schoenleb:
$16,113 (approximately 0.2%); Sandra B. Wilson: $16,113
(approximately 0.2%); and Teresa L. Phillips: $8,057 (approximately
0.1%.
** Represents less than 1% of the outstanding Common Stock.
-4-
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholders may be
effected from time to time in transactions on the New York Stock
Exchange, in negotiated transactions or through a combination of
such methods of sale, at fixed prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the Shares
for which such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation).
The Selling Shareholders and any broker-dealers who act in
connection with the sale of the Shares hereunder may be deemed to
be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and profit on
any resale of the Shares as principals might be deemed to be
underwriting discounts and commissions under the Securities Act.
The ownership by the Selling Shareholders of the Shares as shown
under "Selling Shareholders" above does not necessarily cause the
Selling Shareholders to be deemed to be "controlling persons" of
the Company within the meaning of the Securities Act and any offer
of the Shares for sale should not be construed as a recommendation
by any Selling Shareholder of the merits of an investment in the
Common Stock. The Company has agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
A legal opinion to the effect that the Shares are legally
issued, fully paid and nonassessable has been rendered by Powell,
Goldstein, Frazer & Murphy, counsel to the Company.
EXPERTS
The consolidated financial statements of the Company
incorporated by reference in the Company's Annual Report
(Form 10-K) as of June 4, 1994 and June 5, 1993 and for each
of the years in the three-year period ended June 4, 1994
have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report incorporated thereon included
therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such
firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with
the Commission pursuant to the Exchange Act are incorporated herein
by this reference:
-5-
(1) The Company's Annual Report on Form 10-K for the year
ended June 4, 1994 (Commission File No. 1-12454);
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 3, 1994 (Commission File No. 1-12454)
(3) The Company's Current Report on Form 8-K dated July
27, 1994, as amended on January 3, 1995.
(4) The Company's Current Report on Form 8-K dated August
23, 1994, as amended on January 3, 1995; and
(5) The description of the Company's Common Stock
(including the Rights to purchase Series A Participating Junior
Preferred Stock) contained in the Company's Registration
Statements filed pursuant to Section 12 of the Exchange Act on
Form 8-A, as amended (Commission File No. 1-12454).
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the date upon which this offering is terminated
shall be deemed to be incorporated by reference herein and to be
part hereof from the date any such document is filed.
Any statements contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed
document which also incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so
modified or superseded. All information appearing in this
Prospectus is qualified in its entirety by the information and
financial statements (including notes thereto) appearing in the
documents incorporated herein by reference, except to the extent
set forth in this paragraph.
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON
STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
_________________________________________
-6-
TABLE OF CONTENTS
Available Information.......................... 2
The Company.................................... 3
Recent Developments............................ 3
Selling Shareholders........................... 4
Sale of the Shares............................. 5
Legal Matters.................................. 5
Experts........................................ 5
Incorporation of Certain Documents by
Reference..................................... 5
-7-
PART II
<TABLE>
INFORMATION NOT REQUIRED IN PROSPECTUS
<CAPTION>
Item 1. Other Expenses of Issuance and Distribution.
<S> <C>
Registration fee to the Securities
and Exchange Commission.......................... $ 3,161
Accounting fees and expenses....................... 2,500
Legal fees and expenses............................ 5,000
Miscellaneous expenses............................. 667
Total................................... $11,328
</TABLE>
The foregoing items, except for the SEC registration fee, are
estimated. The Registrant has agreed to bear all expenses (other
than selling commissions) in connection with the registration and
sale of the Shares.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides
that a corporation may indemnify its directors and officers against
civil and criminal liabilities. Directors and officers may be
indemnified against actual and reasonable expenses, judgments,
fines and amounts paid in settlement if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action, if they have no reasonable cause to believe their
conduct was unlawful. A director or officer may be indemnified
against actual and reasonable expenses incurred in connection with
a derivative suit if he or she acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification may be made
without court approval if such person was adjudged liable to the
corporation. Indemnification is required for expenses incurred by
a director or officer who is successful on the merits or otherwise
in the proceeding in question. This statutory indemnification is
not exclusive of any rights provided by any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise.
The Registrant's Certificate of Incorporation generally
provides that the Registrant may indemnify a person who is or was
a director, officer, employee or agent of the Registrant or is or
was serving at the request of the Registrant as a director,
officer, employee or agent of another entity, except as prohibited
by law.
The Registrant maintains an insurance policy insuring the
Registrant and its directors and officers against certain
liabilities, including liabilities under the Securities Act of
1933.
-8-
<TABLE>
Item 16. Exhibits.
<CAPTION>
Exhibit No. Description
<C> <S>
4 Rights Agreement. (Incorporated by reference to
Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended February 28,
1987.)
5 Opinion of Powell, Goldstein, Frazer & Murphy as to
the legality of the securities being registered.
23(a) Consent of Ernst & Young LLP.
23(b) The consent of Powell, Goldstein, Frazer & Murphy
is contained in its opinion filed as Exhibit 5
hereto.
24 Power of Attorney (see signature page to this
Registration Statement).
</TABLE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (1)(i) and
(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
-9-
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction to the questions
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Mobile, State of Alabama, on December 30, 1994.
MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III
Samuel E. Beall, III
Chief Executive Officer
-10-
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints J. RUSSELL
MOTHERSHED and PFILIP G. HUNT, and each of them as his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite necessary to be done
in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<C> <S> <C>
/s/ E.E. Bishop Chairman of the Board and December 30, 1994
E. E. Bishop Director
/s/ Samuel E. Beall, III President and Chief Executive December 30, 1994
Samuel E. Beall, III Officer (Principal Executive
Officer) and Director
/s/ J. Russell Mothershed Senior Vice President, Finance December 30, 1994
J. Russell Mothershed (Principal Financial and
Accounting Officer)
/s/ Arthur R. Outlaw Vice-Chairman of the Board December 30, 1994
Arthur R. Outlaw and Director
Director
John B. McKinnon
Director
Dr. Donald Ratajczak
Director
Claire L. Arnold
Director
Dr. Benjamin F. Payton
/s/ Wallace R. Bunn Director December 28, 1994
Wallace R. Bunn
/s/ Dolph W. Von Arx Director December 28, 1994
Dolph W. Von Arx
</TABLE>
-11-
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit
Number Description Page No.
<C> <S> <S>
4 Rights Agreement. (Incorporated by reference to Exhibit N/A
4.1 to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended February 28, 1987.)
5 Opinion of Powell, Goldstein, Frazer & Murphy as to
the legality of the securities being registered. 13
23(a) Consent of Ernst & Young LLP. 14
23(b) The consent of Powell, Goldstein, Frazer & Murphy
is contained in its opinion filed as Exhibit 5 hereto. 13
24 Power of Attorney (see signature page to this
Registration Statement). 11
</TABLE>
-12-
Exhibit 5
POWELL, GOLDSTEIN, FRAZER & MURPHY LETTERHEAD
December 28, 1994
Morrison Restaurants Inc.
4721 Morrison Drive
Mobile, Alabama 36625
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as counsel for Morrison Restaurants Inc., a
Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended,
pursuant to a Registration Statement on Form S-3 to be filed by
the Company with the Securities and Exchange Commission (the
"Registration Statement") of an aggregate of 375,000 shares (the
"Shares") of the Company's common stock to be sold by certain
selling shareholders (the "Selling Shareholders") named in the
Registration Statement.
We have examined and are familiar with originals or copies
(certified or otherwise identified to our satisfaction) of such
documents, corporate records and other instruments as we have
deemed necessary and advisable for the purpose of providing the
opinion set forth below.
Based upon the foregoing and having regard for such legal
considerations that we have deemed relevant, it is our opinion
that when all necessary corporate action has been taken by the
Board of Directors of the Company and the Shares have been
acquired by the Selling Shareholders as described in the
Registration Statement, the Shares will be legally issued, fully
paid and non-assessable.
The foregoing is limited to the corporate laws of the State
of Delaware and we are expressing no opinion as to the effect of
the laws of any other jurisdiction.
We hereby consent to the reference to our Firm under the
heading "Legal Matters" in the Prospectus contained in the
Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY
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Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement on Form S-3 and
related Prospectus of Morrison Restaurants Inc. for the registration
of 375,000 shares of its common stock and to the incorporation
by reference therein of our report dated June 23, 1994, except
for Note 12 of Notes to Consolidated Financial Statements as to
which the date is August 8, 1994 with respect to the consolidated
financial statements and schedules of Morrison Restaurants Inc.
included in its Annual Report (Form 10-K) for the year ended
June 4, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Birmingham, Alabama
December 29, 1994
-14-
