-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/YHrfPxWPtPiNV0bcTmwsJugWiNuTld+IP61QXMV8DrznMUAMUQrXlb+d+7V0yf 9QB0hX47ImUIQOVBPSF7dQ== 0000928475-02-000024.txt : 20020618 0000928475-02-000024.hdr.sgml : 20020618 20020618153405 ACCESSION NUMBER: 0000928475-02-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORTONS RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000883981 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133490149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42940 FILM NUMBER: 02681467 BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PK RD STE 210 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5166271515 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: SUITE 210 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: QUANTUM RESTAURANTS GROUP INC DATE OF NAME CHANGE: 19950315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 schedule13d3.txt AMENDMENT 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.3)* MORTON'S RESTAURANT GROUP, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 619429103 (CUSIP Number) Marc Weitzen, Esq. General Counsel, Icahn Associates Corp. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 18, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). -1- SCHEDULE 13D Item 1. Security and Issuer This Amendment No.3 to Schedule 13D, which was filed with the Securities and Exchange Commission (the "SEC") on May 6, 2002, as amended on May 21, 2002 and June 17, 2002, relates to the common shares, $.01 par value (the "Shares"), of Morton's Restaurant Group, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 3333 New Hyde Park Road, New Hyde Park, New York 11042. Item 4. Purpose of Transaction Item 4 is hereby amended to add: On June 18, 2002, High River delivered to Greenhill & Co., a financial advisor to the Issuer, a letter attached hereto as Exhibit 1 and incorporated herein in its entirety, which letter states that High River is raising the merger consideration it agreed to pay in its acquisition of the Issuer to $15.00 per share in cash from $13.50 per share. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Except as described herein, none of the Registrants has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits 1. Letter to Greenhill & Co. dated June 18, 2002. -2- 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. Dated: June 18, 2002 BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: BARBERRY CORP. General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of Amendment No. 3 to Schedule 13D with respect to Morton's Restaurant Group, Inc.] -3- Exhibit 1 LAW DEPARTMENT ICAHN ASSOCIATES CORP. AND AFFILIATED COMPANIES 767 Fifth Avenue - 47th Floor New York, New York 10153 Telephone No. (212) 702-4300 Fax No. (212) 688-1158 Email: mweitzen@sfire.com June 18, 2002 By e-mail and Telecopier Greenhill & Co., LLC 300 Park Avenue New York, NY 10022 Attention: Timothy George and John Liu Richards, Layton & Finger One Rodney Square, P.O. Box 551 Wilmington, DE 19899 Attention: C. Stephen Bigler, Esq. Re: Morton's Restaurant Group, Inc. Gentlemen and Ladies: This will confirm my telephone call of this afternoon with each of you in which I, on behalf of High River Limited Partnership, informed you that High River was raising its offer to acquire Morton's Restaurant Group in a merger transaction to $15 per share in cash for each outstanding share of Morton's common stock. On June 14, 2002, we sent you an executed Agreement and Plan of Merger from High River and its wholly-owned subsidiary. We are in the process of preparing to send to you an amended Agreement and Plan of Merger that will reflect the new, higher price per share merger consideration as well as incorporating the same changes that were in the amendment executed by Morton's and the Castle Harlan affiliate on June 15, 2002. Should you wish to discuss this matter, please do not hesitate to contact me. Very truly yours, /s/ Marc Weitzen Marc Weitzen General Counsel -4- -----END PRIVACY-ENHANCED MESSAGE-----