UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): January 3, 2006
Morton's Restaurant Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-12692 13-3490149
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(Commission File Number) (IRS Employer Identification No.)
3333 New Hyde Park Road, Suite 210
New Hyde Park, New York 11042
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(Address of principal executive offices and zip code)
(516) 562-2727
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 8.01. Other Events.
On January 3, 2006, Morton's Restaurant Group, Inc. (the "Company")
commenced a cash tender offer to purchase up to $68,250,000 aggregate principal
amount at maturity of its outstanding 7.5% Senior Secured Notes due 2010 (the
"Notes"). If the aggregate principal amount at maturity of Notes validly
tendered and not validly withdrawn pursuant to the tender offer is greater than
$68,250,000 (the "Maximum Tender Amount") the Company will accept for payment
and purchase such tendered Notes up to the Maximum Tender Amount on a pro rata
basis as described in the Offer to Purchase and Consent Solicitation Statement.
In connection with the tender offer, the Company is soliciting consents to,
among other things, eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture governing the Notes. The
tender offer and the consent solicitation are being made upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal and Consent, each
dated January 3, 2006.
A copy of the press release announcing the commencement of the tender offer
and the consent solicitation is attached hereto as Exhibit 99.1 and is
incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit 99.1 Press Release dated January 4, 2006.
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: January 4, 2006 By: /s/ Thomas J. Baldwin
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Thomas J. Baldwin
Chairman, Chief Executive Officer and
President
Exhibit 99.1
From: SANFORD TELLER COMMUNICATIONS January 4, 2006
1365 York Avenue
New York, NY 10021
(212) 717-0332
For: MORTON'S RESTAURANT GROUP, INC. FOR IMMEDIATE RELEASE
3333 New Hyde Park Road, Suite 210
New Hyde Park, NY 11042
(516) 562-2727
www.mortons.com
Contact: THOMAS J. BALDWIN, CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT,
MORTON'S RESTAURANT GROUP, INC.
MORTON'S RESTAURANT GROUP, INC. COMMENCES TENDER OFFER AND
CONSENT SOLICITATION WITH RESPECT TO OUTSTANDING 7.5% SENIOR
SECURED NOTES DUE 2010
NEW HYDE PARK, NY, JANUARY 4, 2006 ....Morton's Restaurant Group, Inc.
(the "Company") announced that on January 3, 2006 it commenced a cash tender
offer to purchase up to $68,250,000 aggregate principal amount at maturity of
its outstanding 7.5% Senior Secured Notes due 2010. If the aggregate principal
amount at maturity of notes validly tendered and not validly withdrawn pursuant
to the tender offer is greater than the maximum tender amount of $68,250,000,
the Company will accept for payment and purchase tendered notes up to the
maximum tender amount on a pro rata basis as described in more detail in the
offer to purchase and consent solicitation statement. In connection with the
tender offer, the Company is soliciting consents to, among other things,
eliminate substantially all of the restrictive covenants and certain events of
default contained in the indenture governing the notes. The tender offer and the
consent solicitation are being made upon the terms and subject to the conditions
set forth in the offer to purchase and consent solicitation statement and the
related letter of transmittal, each dated January 3, 2006.
The tender offer is scheduled to expire at 5:00 p.m., New York City time, on
February 1, 2006, unless extended. The total consideration for each $1,000
aggregate principal amount at maturity of notes accepted for payment, and for
the related consents, will be the price equal to (i) the sum of (A) the present
value on the expected payment date of $971.06 and (B) the present value on the
expected payment date of the interest that would accrue from January 1, 2006,
which is the last interest payment date, to July 1, 2007, less (ii) accrued
interest from January 1, 2006 up to, but not including, the expected payment
date. The present value will be determined using the yield to maturity of the
3.625% U.S. Treasury Note due June 30, 2007, plus a fixed spread of 27 basis
points. The total consideration for notes tendered, and for the related
consents, if such notes are tendered on or prior to the consent payment deadline
of 5:00 p.m., New York City time, on January 18, 2006, unless such date is
extended, and such notes are accepted for payment by the Company, includes a
consent payment of $15.00 per $1,000 aggregate principal amount at maturity of
notes. Holders who tender notes after the consent payment deadline will not
receive the consent payment. Holders who tender notes that are accepted for
payment and purchased by the Company also will be paid accrued and unpaid
interest up to, but not including, the expected payment date. Tendered notes may
not be withdrawn and consents may not be revoked after the withdrawal deadline,
which will be the earlier of (i) the consent payment deadline and (ii) 5:00
p.m., New York City time, on the next business day following the date on which
the Company issues a press release announcing that it has obtained consents from
holders of at least a majority in aggregate principal amount at maturity of the
notes.
The dealer manager and solicitation agent will determine the actual pricing,
based on the foregoing, as of 10:00 a.m., New York City time, on January 18,
2006, although this price determination date may be extended by the Company. The
Company will publicly announce the pricing information by issuing a press
release prior to 5:00 p.m., New York City time, on the price determination date.
If notes representing more than $68,250,000 aggregate principal amount at
maturity are validly tendered and not validly withdrawn, the Company will accept
for payment and purchase only the maximum tender amount and will pay tendering
holders thereof either the total consideration, or the total consideration less
the consent payment, as appropriate, on a pro rata basis based on the proration
factor. As a result, holders who validly tender and do not validly withdraw
notes pursuant to the tender offer may have a portion of their notes accepted
for payment pursuant to the tender offer and a portion returned to them. The
proration factor will determine the percentage principal amount at maturity of
notes accepted for payment pursuant to the tender offer and will depend on the
level of participation in the tender offer.
Holders may not tender notes without delivering consents and may not deliver
consents without tendering notes. The obligation of the Company to accept for
payment and purchase the notes in the tender offer, and pay for the related
consents, is conditioned on, among other things, the consummation of the
Company's proposed initial public offering, the closing of the Company's
proposed new senior revolving credit facility and the receipt of consents to the
proposed amendments from the holders of at least a majority of the aggregate
principal amount at maturity of outstanding notes, each as described in more
detail in the offer to purchase and consent solicitation statement.
The maximum tender amount constitutes 65% of the aggregate principal amount at
maturity of the Notes. If the tender offer closes and the proposed amendments to
the indenture become operative, the Company intends to redeem any and all notes
that are not tendered and accepted for payment (including as a result of
proration) (up to 35% of the aggregate principal amount at maturity of the
notes). However, the Company does not intend to redeem or arrange to redeem any
notes until after the expiration of the tender offer and the Company is under no
obligation to redeem any notes.
This announcement is neither an offer to purchase, nor a solicitation of an
offer to purchase, nor a solicitation of tenders or consents with respect to,
any notes. The tender offer and the consent solicitation are being made solely
pursuant to the offer to purchase and consent solicitation statement and the
related letter of transmittal.
The Company has retained Jefferies & Company, Inc. to serve as the dealer
manager and solicitation agent for the tender offer and the consent
solicitation. Questions regarding the tender offer and the consent solicitation
may be directed to Jefferies & Company, Inc. at (973) 912-2888. Requests for
documents in connection with the tender offer and the consent solicitation may
be directed to CapitalBridge, the information agent for the tender offer and the
consent solicitation, at (201) 499-3500 or (877) 746-3583 (toll-free).
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 MARKET FOR CORPORATE
DEBT AND EQUITY AND THE COMPANY'S ABILITY TO MAINTAIN ADEQUATE FINANCING
FACILITIES. ACTUAL RESULTS MAY VARY. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE
THE FORWARD-LOOKING INFORMATION.
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