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OMB APPROVAL
OMB No. 3235-0145
Expires September 30, 1988
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Morrison's Restaurants, Inc. (formerly known as Morrison's Fresh Cooking, Inc.)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
618414101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [XX]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 6 pages
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CUSIP NO. 618414104 13G PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WESTPORT ASSET MANAGEMENT INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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5 SOLE VOTING POWER
NUMBER OF 750
SHARES -----------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,130,513
EACH -----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 750
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8 SHARED DISPOSITIVE POWER
1,130,513
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,131,263
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.3%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
Item 1 (a) Name of Issuer:
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Morrison's Fresh Cooking, Inc.
Item 1 (b): Address of Issuer's Principal Executive Offices:
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4893 Riverdale Road, Suite 260
Atlanta, GA 30337
Item 2 (a): Name of Person Filing:
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Westport Asset Management, Inc.
Item 2 (b): Address of Principal Business Office:
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253 Riverside Avenue
Westport, CT 06880
Item 2(c): Citizenship:
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Connecticut
Item 2(d): Title of Class of Securities:
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Common Stock
Item 2 (e): CUSIP Number:
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61841401
Item 3. If this stated is filed pursuant to Rules
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13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) ( ) Broker or Dealer registered under
Section 15 of the Act
(b) ( ) Bank as defined in Section 3(b)(6)
of the Act
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Page 4 of 6 pages
(c) ( ) Insurance Company as defined in
Section 3(a) (19) of the Act
(d) ( ) Investment Company registered
under Section 8 of the Investment
Company Act
(e) (X ) Investment Adviser registered
under Section 203 of the Investment
Advisors Act of 1940
(f) ( ) Employee Benefit Plan, Pension
Fund which is subject to the
Provisions of the Employee Retire-
ment Income Security Act of 1974
or Endowment Fund; see
'SS'240.13d-1 (b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accor-
dance with 'SS'240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) ( ) Group in accordance with 'SS'240.13d-1
(b)(1)(ii)(H)
Item 4. Ownership.
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(a) Amount Beneficially owned: 1,131,263
shares
(b) Percent of Class: 12.3%
(c) Number of shares as to which such person
has:
(i) sole power to vote or to direct the
vote: 750
(ii) shared power to vote or to direct
the vote: 1,130,513
(iii) sole power to dispose or to direct
the disposition of: 750
(iv) shared power to dispose or to direct
the disposition of: 1,130,513
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Page 5 of 6 pages
Item 5. Ownership of Five Percent or Less of a Class
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If this statement is being filed to
report the fact that as of the date hereof the
reporting person has ceased to be the beneficial
owner of more than five percent of the class of
securities, check the following ( )
Item 6. Ownership of More than Five Percent on Behalf of
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Another Person:
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A portion of the shares of Common Stock of the
Issuer reported hereby, amounting in the
aggregate to 12.3% of such shares outstanding,
are held in certain discretionary managed
accounts of Westport Asset Management, Inc. (the
"Reporting Person"). The remaining shares of
Common Stock of the Issuer reported hereby,
amounting to 0.008% of such shares outstanding
are beneficially owned by officers and
stockholders of the Reporting Person. The
Reporting Person disclaims beneficial ownership
of such shares beneficially owned by such
persons and disclaims the existence of a group.
Item 7. Identification and Classification of the
- ------- Subsidiary Which acquired the Security Being
Reported on By the Parent Holding Company.
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N/A
Item 8. Identification and Classification of Members of
- ------- the Group.
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N/A
Item 9. Notice of Dissolution of Group.
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N/A
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Page 6 of 6 pages
Item 10. Certification
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By signing below, I certify that, to the
best of my knowledge and belief, the securities
referred to above were acquired in the ordinary
course of business and were not acquired for the
purpose of and do not have the effect of
changing or influencing the control of the
issuer of such securities and were not acquired
in connection with or as a participant in any
transaction having such purpose or effect.
Disclaimer
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The undersigned expressly declares that
the filing of this Schedule 13G shall not be
construed as an admission that such person is,
for the purpose of Section 13(d) or 13(g) of the
Securities Act of 1934, the beneficial owner of
any securities covered by this statement.
Signature. After reasonable inquiry and to
the best of my knowledge and belief, I certify
that the information set forth in this statement
is true, complete and correct.
Date February 19, 1998
Westport Asset Management, Inc.
By /s/ Andrew J. Knuth
Andrew J. Knuth, Chairman
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'
