SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 14, 1995 (December 4, 1995)
Date of report (Date of earliest event reported)
MORRISON RESTAURANTS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
1-12454 63-0475239
(Commission File Number) (I.R.S. Employer
Identification No.)
4721 Morrison Drive
P.O.Box 160266
Mobile, Alabama 36625
(Address of Principal Executive Offices) (Zip Code)
(334) 344-3000
(Registrant's Telephone Number)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On December 4, 1995 the Registrant filed a preliminary proxy statement
in connection with the proposed spin off of the Registrant's family dining
and health care food and nutrition services businesses to create three
separate publicly held corporations. The preliminary proxy statement
contains restated financial statements of the Registrant reflecting the
businesses proposed to be spun off through discontinued operations.
The purpose of this Form 8-K is to file the Independent Auditors Consent
set forth as Exhibit 23 hereto.
Item 5(b) Exhibits
The following Consent of Independent Auditors is annexed hereto as
Exhibit 23 to this Report.
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MORRISON RESTAURANTS INC.
(Registrant)
12/14/95 /s/ J. Russell Mothershed
DATE J. RUSSELL MOTHERSHED
Senior Vice President, Finance
(Senior Vice President and
Principal Accounting Officer)
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Exhibit 23--Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-32697) pertaining to the Morrison Restaurants Inc.
Deferred Compensation Plan, in the Registration Statement (Form S-8 No. 33-
20585) pertaining to the Morrison Restaurants Inc. Salary Deferral Plan, in
the Registration Statement (Form S-8 No. 2-97120) pertaining to the
Morrison Restaurants Inc. Long-Term Incentive Plan, in the Registration
Statement (Form S-8 No. 33-13593) pertaining to the Morrison Restaurants
Inc. 1987 Stock Bonus and Non-Qualified Stock Option Plan, in the
Registration Statement (Form S-8 No. 33-46220) pertaining to Morrison
Restaurants Inc. Compensatory Non-Qualified Stock Option Arrangements, and
in the Registration Statement (Form S-8 No. 33-50452) pertaining to the
Morrison Restaurants Inc. Stock Incentive and Compensation Plan for
Directors, Stock Incentive Plan and Non-Qualified Management Stock Option
Agreements, and in the Registration Statement (Form S-3 No. 33-57159) for
the resale of shares by several stockholders and in their related
Prospectuses of our report dated November 17, 1995, with respect to the
consolidated financial statements of Morrison Restaurants Inc. included in
the Proxy Statement filed with the Securities and Exchange Commission on
December 4, 1995.
/s/ Ernst & Young LLP
Ernst & Young LLP
Atlanta, Georgia
December 14, 1995
