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
February 8, 1996 (February 6, 1996)
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 February 6, 1996 the Registrant filed definitive proxy
materials 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 definitive proxy statement contains restated
financial statements of the Registrant reflecting the businesses
proposed to be spun off through discontinued operations in a tax
free distribution subject to shareholder approval at a special
meeting of the Registrant's shareholders to be held on March 7,
1996.
The purpose of the filing is to file the Independent Auditors'
consent set forth as Exhibit 23 hereto.
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)
2/8/96 /s/ J. Russell Mothershed
DATE J. RUSSELL MOTHERSHED
Senior Vice President, Finance
(Senior Vice President and
Principal Accounting Officer)
- 2 -
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, in the
Registration Statement (Form S-8 No. 33-70490) pertaining to
Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive
Plan, 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, (except for Notes 1 and 13, as to which the date is
January 10, 1996) with respect to the consolidated financial
statements of Morrison Restaurants Inc. included in the Proxy
Statement filed with the Securities and Exchange Commission
on February 6, 1996.
/s/ Ernst & Young LLP
Ernst & Young LLP
Atlanta, Georgia
February 6, 1996
