-----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, Pa/bJgqlGiiH9GtHsW6Jec6y5x60quK3ou61QvkknLqeK9UEJH75TarAEQXv9ido w6t7kCDSMAgJDILV1S0Zew== 0000912057-02-028518.txt : 20020725 0000912057-02-028518.hdr.sgml : 20020725 20020725171719 ACCESSION NUMBER: 0000912057-02-028518 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020725 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: 02711222 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 a2085235z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------- F O R M 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): July 23, 2002 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 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 5. Other Events On July 23, 2002, Morton's Restaurant Group, Inc. ("Morton's") announced that its stockholders had approved the proposal to approve and adopt the Agreement and Plan of Merger, dated as of March 26, 2002, as amended, by and among Morton's Acquisition Company, Morton's Holdings, LLC (formerly known as Morton's Holdings, Inc.) and Morton's Restaurant Group, Inc., and to approve the merger contemplated by the merger agreement (the "Merger"). On July 25, 2002, the Merger was consummated. Morton's press releases announcing these events are attached hereto. Item 7. 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 of Morton's Restaurant Group, Inc., dated July 23, 2002. Exhibit 99.2 Press Release of Morton's Restaurant Group, Inc., dated July 25, 2002. 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 thereunto duly authorized. Morton's Restaurant Group, Inc. Date: July 25, 2002 By: /s/ Thomas J. Baldwin ------------------------------------------- Thomas J. Baldwin Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Press release of Morton's Restaurant Group, Inc., dated July 23, 2002. 99.2 Press release of Morton's Restaurant Group, Inc., dated July 25, 2002. EX-99.1 3 a2085235zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 From: KEKST AND COMPANY July 23, 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 STOCKHOLDERS APPROVE MERGER WITH CASTLE HARLAN ------------------------------------------------------- --RESULTS CERTIFIED BY INDEPENDENT INSPECTOR OF ELECTION-- ---------------------------------------------------------- NEW HYDE PARK, NY.... Morton's Restaurant Group (NYSE: MRG) today reported that its stockholders approved the proposed merger with Castle Harlan by an overwhelming majority of the votes cast. The following certified results of today's Special Meeting were supplied to Morton's by Corporate Election Services, Inc., the independent inspector of election: Stockholders voted 2,342,129 shares, or 73.9% of the votes cast at the meeting (constituting 55.9% of the outstanding shares), in favor of the merger with Castle Harlan. "We are gratified that, after a year-long process launched specifically to address stockholders' desire for liquidity and value realization, stockholders have approved the $17.00 per share cash merger with affiliates of Castle Harlan and will now realize that value," said Allen J. Bernstein, Chairman, President and Chief Executive Officer. "We expect to close the transaction promptly. I would like to thank the members of our Special Committee and its independent advisors for the time and effort they have dedicated over the past year toward the pursuit of stockholder value." 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 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. # # # # # EX-99.2 4 a2085235zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 From: KEKST AND COMPANY July 25, 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 REPORTS COMPLETION OF MERGER WITH CASTLE HARLAN -------------------------------------------------------- NEW HYDE PARK, NY.... Morton's Restaurant Group (NYSE: MRG) today reported that it had completed its previously announced merger with affiliates of Castle Harlan. Allen J. Bernstein, President and Chief Executive Officer of Morton's said, "We are pleased to have completed this transaction for the Company and its stockholders and employees. We look forward to continuing to provide Morton's guests with the finest in quality food and service." # # # # # -----END PRIVACY-ENHANCED MESSAGE-----