-----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, Lia4x8AJSlHVQVGT4NoghqgV2gAxdmsaMRQdAXmWOh+D6AEY6FTvSmOjItFXVmCe pSNFYzi4tHOz+Ulw/0WV1w== 0000912057-02-011994.txt : 20020415 0000912057-02-011994.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-011994 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020327 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-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12692 FILM NUMBER: 02589379 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-A12B/A 1 a2075080z8-a12ba.txt 8-A12B/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 MORTON'S RESTAURANT GROUP, INC. ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3490149 - ----------------------------------------------------------------------------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 3333 New Hyde Park Road, Suite 210, New Hyde Park, New York 75204 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective pursuant to General is effective pursuant to General Instruction A.(c), please check Instruction A.(d), please check the following box. [X] the following box. [ ] Securities Act registration statement file number to which this form relates (If Applicable): Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered --------------------- ------------------------------ RIGHTS TO PURCHASE SERIES NEW YORK STOCK EXCHANGE A JUNIOR PARTICIPATING PREFERRED STOCK, $.01 PAR VALUE Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) AMENDMENT NUMBER 3 TO FORM 8-A The undersigned Registrant hereby amends the following items, exhibits and other portions of its Registration Statement on Form 8-A, which was initially filed on December 27, 1994, amended and restated on January 25, 1995, declared effective on February 9, 1995, and further amended on March 23, 2001, regarding the registration of the Registrant's Rights to Purchase Series A Junior Participating Preferred Stock, $.01 par value (the "Form 8-A"). Item 1. Description of Registrant's Securities to be Registered Item 1 of the Form 8-A is hereby amended to include the following: On March 26, 2002, the Registrant entered into an Agreement and Plan of Merger (the "Merger Agreement") with Morton's Holdings, Inc. and Morton's Acquisition Company, Delaware corporations affiliated with Castle Harlan, Inc., a New York based private equity firm. Also on March 26, 2002, prior to entering the Merger Agreement, the Registrant amended the Amended and Restated Rights Agreement, dated as of March 22, 2001 (the "Rights Agreement"), between the Registrant and Equiserve Trust Company, N.A., as Rights Agent. The amendments, among other things, provide that the rights under the Rights Agreement will not become exercisable as a result of the Merger Agreement and the transactions contemplated thereby, and that the Rights Agreement will be terminated simultaneously with the consummation of the merger. A copy of the First Amendment to the Amended and Restated Rights Agreement is included as Exhibit 4 to this Registration Statement and is incorporated herein by reference. This description of the amendments to the Rights Agreement does not purport to be complete, and is qualified in its entirety by reference to the First Amendment to the Amended and Restated Rights Agreement. ITEM 2. EXHIBITS Item 2 of the Form 8-A is hereby amended to include the following: Exhibit 4 First Amendment to the Amended and Restated Rights Agreement, dated March 26, 2002. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. MORTON'S RESTAURANT GROUP, INC. By: /s/ Thomas J. Baldwin ----------------------------- Thomas J. Baldwin Executive Vice President and Chief Financial Officer Dated: March 26, 2002 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ------- ----------- 4 First Amendment to the Amended and Restated Rights Agreement, dated March 26, 2002. EX-4 3 a2075080zex-4.txt EXHIBIT 4 EXHIBIT 4 FIRST AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT THIS FIRST AMENDMENT, dated as of March 26, 2002 (this "Amendment"), is between Morton's Restaurant Group, Inc. a Delaware corporation (formerly known as Quantum Restaurant Group, Inc.) (the "Company"), and Equiserve Trust Company, N.A. (successor Rights Agent to The First National Bank of Boston) (the "Rights Agent") RECITALS A. The Company and Rights Agent are parties to an Amended and Restated Rights Agreement dated as of March 22, 2001 (the "Rights Agreement"). B. Pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below. Accordingly, the Rights Agreement is hereby amended as follows: 1. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights Agreement is amended to add the following sentence as the penultimate sentence thereof: "Notwithstanding anything in this agreement to the contrary, none of Morton's Holdings and Morton's Acquisition, nor any Affiliates and Associates of each of them, shall be deemed to be an Acquiring Person for all purposes of this Agreement, provided that this sentence shall cease to apply if and when the Merger Agreement terminates." 2. AMENDMENT TO SECTION 1(j). Section 1(j) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as a result of (i) the execution of the Merger Agreement, or (ii) public announcement or the consummation (or the public announcement of such consummation) of the transactions contemplated by the Merger Agreement." 3. AMENDMENT TO SECTION 1(t). Section 1(t) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, a Stock Acquisition Date shall not be deemed to have occurred as a result of (i) the execution of the Merger Agreement, or (ii) public announcement or the consummation (or the public announcement of such consummation) of the transactions contemplated by the Merger Agreement." 4. AMENDMENT TO SECTION 1(w). Section 1(w) of the Rights Agreement is amended to add the following clause at the end thereof: "but shall not include (i) the execution of the Merger Agreement, or (ii) public announcement or the consummation (or the public announcement of such consummation) of the transactions contemplated by the Merger Agreement". 5. FURTHER AMENDMENT OF SECTION 1. Section 1 of the Rights Agreement is amended to add the following immediately after Section 1(w) thereof: "(x) "Merger Agreement" shall mean the Agreement and Plan of Merger, dated March 26, 2002, by and among Morton's Holding, Morton's Acquisition and the Company, as it may be amended from time to time. (y) "Morton's Holding" shall mean Morton's Holdings, Inc., a Delaware Corporation. (z) "Morton's Acquisition" shall mean Morton's Acquisition Company, a Delaware Corporation." 6. AMENDMENT TO SECTION 13. Section 13 of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 13 shall not be deemed to apply to or be triggered as a result of (i) the execution of the Merger Agreement, or (ii) public announcement or the consummation (or the public announcement of such consummation) of the transactions contemplated by the Merger Agreement." 7. ADDITION OF SECTION 35. The Rights Agreement is amended to add the following Section 35 immediately after Section 34 thereof: "Section 35. Additional Agreements. (a) Simultaneously with the consummation of the merger contemplated by the Merger Agreement, (i) this Agreement will be terminated and be without any further force or effect, (ii) none of the parties to this Agreement will have any rights, obligations or liabilities hereunder, and (iii) the holders of the Rights will not be entitled to any benefits, rights or other interests under this Agreement, including without limitation the right to purchase or otherwise acquire Preferred Stock or any other securities of the Company. (b) Notwithstanding anything to the contrary contained in this Agreement, this Agreement and the rights conveyed hereby shall not be applicable to the transactions contemplated by the Merger Agreement or any amendment thereof." -2- 8. EFFECTIVENESS. This Amendment shall be deemed effective as of the date and year first above written, immediately prior to the execution and delivery of the Merger Agreement. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 9. MISCELLANEOUS. This Amendment shall be deemed to be a contract made under the laws of the state of Delaware and for all purposes shall be governed by and construed in accordance with the laws of the State of Delaware. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected or impaired or invalidated. -3- EXECUTED as of the date and year set forth above. ATTEST: MORTON'S RESTAURANT GROUP, INC. /s/ Allen J. Bernstein By: /s/ Thomas J. Baldwin - ------------------------- --------------------------------- Name: Allen J. Bernstein Name: Thomas J. Baldwin Title: Chairman of the Board, Title: Executive Vice President President and CEO and CFO ATTEST: EQUISERVE TRUST COMPANY, N.A. /s/ Michael Medeiros By: /s/ Carol Mulvey-Eori - ------------------------- --------------------------------- Name: Michael Medeiros Name: Carol Mulvey-Eori Title: Account Manager Title: Managing Director -4- -----END PRIVACY-ENHANCED MESSAGE-----