-----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, EUeOndZHhXiZ7gaOgasygnYaOMorJZfCPMwoVUzlNIaUsP+ZjjF5OLuxlJOt4Gxn cMYbMcj/X03DnoQlNB2kvQ== 0000912057-02-027083.txt : 20020712 0000912057-02-027083.hdr.sgml : 20020712 20020711210703 ACCESSION NUMBER: 0000912057-02-027083 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020712 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12692 FILM NUMBER: 02701450 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 DEFA14A 1 a2084323zdefa14a.txt SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Morton's Restaurant Group, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ From: KEKST AND COMPANY July 11, 2002 Lissa Perlman David Lilly 437 Madison Avenue New York, NY 10022-7001 (212) 521-4800 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: THOMAS J. BALDWIN, EXECUTIVE VICE PRESIDENT, CHIEF -------------------------------------------------- FINANCIAL OFFICER, MORTON'S RESTAURANT GROUP, INC. -------------------------------------------------- MORTON'S RESTAURANT GROUP RESPONDS TO ICAHN. -------------------------------------------- New Hyde Park, NY.... Morton's Restaurant Group, Inc. (NYSE:MRG) today announced that it has forwarded the following letter to Carl Icahn. [Letterhead of Morton's Restaurant Group, Inc.] Icahn Associates Corp. 767 Fifth Avenue - 47th Floor New York, New York 10153 Attn: Carl C. Icahn Dear Mr. Icahn, Not even your invoking President Bush can hide the facts: the Special Committee of Morton's Board of Directors told you it would accept your $17 offer if you would drop your contrived condition that the Board exempt you from the stockholders rights agreement. We fail to understand why you suddenly so desperately need to be able "... to negotiate and join with ..." Barry Florescue in order to finance an additional $4 million to complete the acquisition. Your previous offers had no such condition. Your financial statements certainly don't indicate that you would be unable to afford the additional $4 million on your own. And if you do have a problem, why couldn't you refinance after completing the acquisition? In my view, granting your "simple request" would be a direct and clear violation of the Board's fiduciary duties to our other stockholders because it would require the Company to breach an existing merger agreement that is certain and real for an offer our stockholders might never actually receive. Why should we put our stockholders at risk of losing both the Castle Harlan agreement and your proposal? If as you note, your proposal is not conditioned on reaching agreement with a third party, why don't you just drop the condition? Frankly, your actions make no sense. Since last spring the Morton's Board of Directors has acted entirely consistent with the best interests of its stockholders. Those with a direct interest in Castle Harlan recused themselves from all deliberations as you well know. And the Special Committee and its financial advisors communicated with over thirty potential buyers in a process that was open, thorough and fair. If you are truly so interested in the welfare of our stockholders and believe we could have done better, why was your original bid for the company only $13.50? And where were you months ago when the Company publicly invited third party bids? We are confident that our stockholders will see through your rhetoric and ask the same questions we have: if you are really ready to offer $17, why don't you just do it? Sincerely, /s/ Allen J. Bernstein Chairman of the Board of Directors, President, and Chief Executive Officer 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, GENERAL ECONOMIC CONDITIONS, COMPETITIVE ACTIVITIES, THE COMPANY'S EXPANSION PLANS AND RESTAURANT PROFITABILITY LEVELS AND OTHER MATTERS IDENTIFIED FROM TIME TO TIME IN THE COMPANY'S PUBLIC REPORTS AND SEC FILINGS. ACTUAL RESULTS MAY VARY. ADDITIONALLY, THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES RELATING TO THE PROPOSED MERGER AND OTHER FUTURE EVENTS, INCLUDING WHETHER AND WHEN THE PROPOSED MERGER WILL BE CONSUMMATED. A VARIETY OF FACTORS COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, RISKS THAT STOCKHOLDER APPROVAL AND MATERIAL THIRD PARTY CLEARANCES MAY NOT BE OBTAINED IN A TIMELY MANNER OR AT ALL, THAT AN ORDER OR INJUNCTION MAY BE IMPOSED PROHIBITING OR DELAYING THE MERGER AND THAT ANY OTHER CONDITIONS TO THE MERGER MAY NOT BE SATISFIED OR WAIVED. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE FORWARD-LOOKING INFORMATION. # # # # -----END PRIVACY-ENHANCED MESSAGE-----