-----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, PRyfHA/CJyooG/Wsr9HchHR925FHUZGeLuPLZ6Yqp8zHTTd9snJczXFMx+UNtmi6 zV246vWUpD9kVjLtuClp0w== 0000902664-05-002082.txt : 20051028 0000902664-05-002082.hdr.sgml : 20051028 20051028172753 ACCESSION NUMBER: 0000902664-05-002082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051025 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051028 DATE AS OF CHANGE: 20051028 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12692 FILM NUMBER: 051164303 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 8-K 1 form8k.txt MORTON'S RESTAURANT GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2005 Morton's Restaurant Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 1-12692 13-3490149 ---------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3333 New Hyde Park Road, Suite 210 New Hyde Park, New York 11042 ------------------------------------------------------- (Address of principal executive offices and zip code) (516) 627-1515 ------------------------------------------------------- (Registrant's telephone number, including area code) N/A ----------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1.01. Entry into a Material Definitive Agreement. Item 1.02. Termination of a Material Definitive Agreement. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 25, 2005, Morton's Restaurant Group, Inc. (the "Company") announced that Allen J. Bernstein, Chairman and Chief Executive Officer, will retire from the Company and its affiliated entities effective by December 31, 2005. The Company also announced that Thomas J. Baldwin, currently the Company's Executive Vice President and Chief Financial Officer, will replace Mr. Bernstein. On the effective date of Mr. Bernstein's retirement, Mr. Baldwin will become Chairman, Chief Executive Officer and President of the Company. The terms of Mr. Bernstein's severance arrangements and the terms of Mr. Baldwin's employment in his new capacity have not yet been finalized. The Company expects to incur a charge in the fourth quarter of fiscal 2005 with respect to separation payments to Mr. Bernstein. A copy of the press release announcing the retirement of Mr. Bernstein and the appointment of Mr. Baldwin is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit 99.1 Press Release dated October 25, 2005. 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. Morton's Restaurant Group, Inc. Date: October 28, 2005 /s/ Thomas J. Baldwin -------------------------------- Thomas J. Baldwin Executive Vice President and Chief Financial Officer EX-99 2 exhibit99.txt FOR IMMEDIATE RELEASE From: SANFORD TELLER COMMUNICATIONS October 25, 2005 1365 York Avenue New York, NY 10021 (212) 717-0332 For: MORTON'S RESTAURANT GROUP, INC. FOR IMMEDIATE RELEASE 3333 New Hyde Park Road New Hyde Park, NY 11042 (516) 627-1515 www.mortons.com CONTACT: ROGER DRAKE, VICE PRESIDENT - CORPORATE COMMUNICATIONS, MORTON'S RESTAURANT GROUP, INC. MORTON'S RESTAURANT GROUP C.E.O. ALLEN J. BERNSTEIN TO STEP DOWN; COMPANY'S EXECUTIVE V.P. AND C.F.O., THOMAS J. BALDWIN, NAMED TO TOP SPOT; I.P.O. IS PLANNED New Hyde Park, NY Morton's Restaurant Group, Inc. today announced that Allen J. Bernstein, chairman and chief executive officer since 1988, will step down, by December 31, 2005, and that the company's board of directors has named Thomas J. Baldwin, the company's executive vice president and chief financial officer, to replace him. Bernstein was named chairman emeritus by the board. "I will always be available to provide counsel to the company," Bernstein said. The company also said that it is planning to file a registration statement with the Securities and Exchange Commission relating to a proposed initial public offering of its common stock. When Bernstein took the helm of the company, there were nine Morton's steakhouses. Today, there are sixty-nine Morton's throughout the U.S., and in Canada, Singapore and Hong Kong. Mr. Bernstein thanked the Morton's Restaurant Group staff and employees, saying that "after 17 years, I know I am making the right move." He also said that he was looking forward to having a major role in new ventures with Castle Harlan, Inc., his long-time investment partner. Bernstein said he told the board that "Tom Baldwin has the management and leadership skills, record of major accomplishments, strategic vision and understanding of the Morton's culture needed to grow the company in the years ahead," and that the board was in unanimous agreement. Baldwin, who joined Morton's Restaurant Group in 1988, had previously served as a vice-president for strategic planning at Citigroup and was a business development manager for General Foods. As of October 25, 2005, Morton's Restaurant Group owned and operated 73 restaurants (69 Morton's, of which 65 are in the United States and one each in Hong Kong, Singapore, Toronto and Vancouver, as well as 4 Bertolini's Authentic Trattorias). This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. FORWARD-LOOKING STATEMENTS Except for the historical information contained in this news release, the matters addressed are forward-looking statements that involve certain risks and uncertainties, including, but not limited to, risks of the restaurant industry, including a highly competitive industry with many well-established competitors with greater financial and other resources than the Company, the impact of changes in consumer tastes, local, regional and national economic and market conditions, restaurant profitability levels, expansion plans, demographic trends, traffic patterns, employee availability, benefits and cost increases, product safety and availability, government regulation, the Company's ability to maintain adequate financing facilities and other risks detailed from time to time in the Company's reports filed with the securities and Exchange Commission. Actual results may vary. The Company assumes no obligation to update any forward-looking statement. # # # # -----END PRIVACY-ENHANCED MESSAGE-----