Edgar Filing: MORGANS FOODS INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Morgan’s Foods, Inc

(Name of Issuer)

Common Shares, Without Par Value

(Title of Class of Securities)

616900106

(CUSIP Number)

August 18, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:**

þ Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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.

** Michael M. Rothenberg and David A. Sackler are filing this Schedule 13G pursuant to Rule 13d-1(b). Moab Capital Partners, LLC and Moab Partners, L.P. are filing this Schedule 13G pursuant to Rule 13d-1(c).

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).


CUSIP No.		616900106		Page		2		of		11 Pages


1	NAMES OF REPORTING PERSONS Moab Capital Partners, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA


CUSIP No.		616900106		Page		3		of		11 Pages


1	NAMES OF REPORTING PERSONS Moab Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		616900106		Page		4		of		11 Pages


1	NAMES OF REPORTING PERSONS Michael M. Rothenberg


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN, HC


CUSIP No.		616900106		Page		5		of		11 Pages


1	NAMES OF REPORTING PERSONS David A. Sackler


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN, HC

Page 6 of 11 Pages

Item 1.

	(a)		Name of Issuer Morgan’s Foods, Inc.

	(b)		Address of Issuer’s Principal Executive Offices 24200 Chagrin Boulevard, Suite 126 Beachwood, Ohio 44122

Item 2.

	(a)		Name of Person Filing

			This Schedule 13G is being filed on behalf of Moab Capital Partners, LLC (“Moab LLC”); Moab Partners, L.P. (“Moab LP”); Mr. Michael M. Rothenberg and Mr. David A. Sackler (each, a “Reporting Person”).

	(b)		Address of Principal Business office or, if None, Residence

			For each Reporting Person, 15 East 62^ndStreet New York, New York 10021

	(c)		Citizenship

			Moab LLC is a Delaware limited liability company Moab LP is a Delaware limited partnership Messrs. Rothenberg and Sackler are each United States citizens

	(d)		Title of Class Securities

			Common Shares

	(e)		CUSIP Number

			616900106


Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)		o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).

	(b)		o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Page 7 of 11 Pages

	(c)		o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)		o Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).

	(e)		o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

	(f)		o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).

	(g)		þ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).*

	(h)		o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)		o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

	(j)		o Group in accordance with § 240.13d-1(b)(ii)(J).

*Messrs. Rothenberg and Sackler are control persons in accordance with §240.13d-1(b)(1)(ii)(G).


Item 4.		Ownership

Moab LLC

	(a)		Amount beneficially owned: 0

	(b)		Percent of class: 0.0%

	(c)		Number of shares to which the person has:

	(i)		Sole power to vote or to direct the vote:

	(ii)		Shared power to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of:

	(iv)		Shared power to dispose or to direct the disposition of: 0

Moab LP

	(a)		Amount beneficially owned: 0

	(b)		Percent of class: 0.0%

Page 8 of 11 Pages

(c)

Number of shares to which the person has:

	(i)		Sole power to vote or to direct the vote:

	(ii)		Shared power to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of:

	(iv)		Shared power to dispose or to direct the disposition of: 0

Michael M. Rothenberg

	(a)		Amount beneficially owned: 0

	(b)		Percent of class: 0.0%

	(c)		Number of shares to which the person has:

	(i)		Sole power to vote or to direct the vote:

	(ii)		Shared power to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of:

	(iv)		Shared power to dispose or to direct the disposition of: 0

David A. Sackler

	(a)		Amount beneficially owned: 0

	(b)		Percent of class: 0.0%

	(c)		Number of shares to which the person has:

	(i)		Sole power to vote or to direct the vote:

	(ii)		Shared power to direct the vote: 0

	(iii)		Sole power to dispose or to direct the disposition of:

(iv)

Shared power to dispose or to direct the disposition of: 0


Item 5.		Ownership of Five Percent or Less of a Class.

		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 securities, check the following þ

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		N/A

Page 9 of 11 Pages


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

		N/A

Item 8.		Identification and Classification of Members of the Group.

		N/A

Item 9.		Notice of Dissolution of Group.

		N/A

Item 10.		Certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 10 of 11 Pages

SIGNATURE

Date: September 3, 2008

Moab Partners, L.P.
By: Moab Capital Partners, LLC,
its General Partner


	By:	/s/Michael M. Rothenberg
		Michael M. Rothenberg, Managing Director


	Moab Capital Partners, LLC
	By:	/s/Michael M. Rothenberg
		Michael M. Rothenberg, Managing Director


	/s/Michael M. Rothenberg
	Michael M. Rothenberg


	/s/David A. Sackler
	David A. Sackler

Page 11 of 11 Pages

Exhibit A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”) by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Date: September 3, 2008

Moab Partners, L.P.
By: Moab Capital Partners, LLC,
its General Partner


	By:	/s/Michael M. Rothenberg
		Michael M. Rothenberg, Managing Director

	Moab Capital Partners, LLC
	By:	/s/ Michael M. Rothenberg
		Michael M. Rothenberg, Managing Director

	/s/Michael M. Rothenberg
	Michael M. Rothenberg

	/s/David A. Sackler
	David A. Sackler