UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) May 28, 1998
PICCADILLY CAFETERIAS, INC.
(Exact name of registrant as specified in its charter)
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Louisiana 1-11754 63-1155967
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
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3232 Sherwood Forest Blvd., 70816
Baton Rouge, Louisiana (Zip Code)
(Address of principal executive offices)
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(504) 293-9440
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets.
On May 28, 1998, Piccadilly Acquisition Corporation, a
Georgia corporation (the "Purchaser") and a wholly-owned
subsidiary of Piccadilly Cafeterias, Inc., a Louisiana
corporation ("Piccadilly"), pursuant to its Offer to Purchase,
dated April 29, 1998 (the "Offer"), purchased 8,249,228 shares of
common stock, par value $.01 per share (the "Shares"), of
Morrison Restaurants Inc., a Georgia corporation ("Morrison") for
$5.00 net per share. The Shares so purchased represented
approximately 89% of the Shares outstanding on such date. The
aggregate purchase price for the Morrison shares acquired upon
consummation of the Offer was approximately $41.3 million. To
acquire the Shares, Piccadilly utilized borrowings under two
revolving master promissory notes, one in the amount of $75
million payable to Hibernia National Bank, and the other in the
amount of $50 million payable to Wachovia Bank, N.A. Reference
is made to the Commitment Letter dated April 28, 1999 to
Piccadilly from Hibernia National Bank filed as Exhibit (b)(1) to
Piccadilly's Schedule 14D-1, dated April 29, 1998.
Pursuant to the Agreement and Plan of Merger, dated April
22, 1998, by and among Piccadilly, Purchaser, and Morrison (the
"Merger Agreement"), Piccadilly intends to effect a merger of
Purchaser with and into Morrison (the "Merger") in accordance
with the relevant provisions of the Georgia Business Corporation
Code as promptly as practicable. Upon the consummation of the
Merger, each outstanding Share (other than Shares acquired by
Purchaser in the Offer, and Shares as to which dissenters' rights
are perfected) will be converted into the right to receive $5.00
in cash. Accordingly, upon consummation of the Merger, Morrison
will become a wholly-owned subsidiary of Piccadilly.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
All financial statements required to be filed in
connection with this acquisition will be filed by
amendment to this report as soon as they are available,
but in any event within 60 days of the date by which
this report is required to be filed.
(b) Pro Forma Financial Information.
All pro forma financial information required to be
filed in connection with this acquisition will be filed
by amendment to this report as soon as it is available,
but in any event within 60 days of the date by which
this report is required to be filed.
(c) Exhibits.
2 Plan and Agreement of Merger dated April 22, 1998,
among Piccadilly, Purchaser and Morrison
(incorporated by reference from Exhibit (c)(1) to
Piccadilly's Schedule 14D-1 dated April 29, 1998).
99.1 Press Release issued May 28, 1998 disclosing
completion of Piccadilly's cash tender offer for
shares of Morrison Restaurants Inc. (incorporated
by reference from Exhibit (a)(13) to Piccadilly's
Schedule 14D-1 (Amendment No. 2) dated May 29,
1998).
SIGNATURE
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.
By: /s/ J. FRED JOHNSON
J. Fred Johnson
Chief Financial Officer
Dated: June 5, 1998.