SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[ ] 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-12
MORTON'S RESTAURANT GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
Not Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[ ] Fee paid previously with preliminary materials.
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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:
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(4) Date Filed:
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From: KEKST AND COMPANY June 21, 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 OFFER.
New Hyde Park, NY.... Morton's Restaurant Group, Inc. (NYSE:MRG) today
announced that, based on the recommendation of its Special Committee,
the Board of Directors had determined that it is necessary to terminate
the Castle Harlan merger agreement and enter into the proposed $15.00
per share merger agreement with Carl Icahn in order to comply with the
Board's fiduciary duties under applicable law. Pursuant to the terms of
the Castle Harlan merger agreement, Morton's so notified Castle Harlan
on June 21, 2002, but may not terminate the Castle Harlan merger
agreement until five business days after notice was provided. Morton's
is required by the terms of the Castle Harlan merger agreement to
cooperate fully with Castle Harlan during these five business days
with the intent of the parties agreeing on modifications to the Castle
Harlan merger agreement. If, at the end of the five business day
period, the proposed Icahn merger agreement continues to be superior
to the Castle Harlan merger agreement, then Morton's will terminate
the Castle Harlan merger agreement and enter into the proposed Icahn
merger agreement.
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 REGULATORY AND 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.
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