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)
BFMA HOLDING CORPORATION
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BFMA HOLDING CORPORATION
50 EAST SAMPLE ROAD, SUITE 400
POMPANO BEACH, FLORIDA 33064
PHONE: (800) 675-6115
FOR IMMEDIATE RELEASE:
CONTACT:
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Michael Brinn Richard Bloom
Innisfree M&A Incorporated BFMA Holding Corporation
501 Madison Avenue c/o Marietta Corporation
20th Floor 37 Huntington Street
New York, New York 10022 Cortland, New York 13045
Call: (212) 750-8253 Call: (607) 756-0641
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BFMA CRITICIZES MORTON'S BOARD
FOR FAILING TO COMMIT TO A SALE PROCESS
Pompano Beach, Florida - May 9, 2001 - In response to a press release
issued by Morton's Restaurant Group, Inc. (NYSE: MRG) late yesterday, Mr.
Florescue, President and Chairman of the Board of BFMA, stated "We view Allen
Bernstein's announcement as a last-minute effort to save himself, Tom Baldwin
and John Castle from being voted off the board at this Thursday's shareholder
meeting." Mr. Florescue further added, "Despite what management and the board
say publicly now, after this election, if Messrs. Bernstein, Baldwin and Castle
are re-elected to the board, we believe they will act in a way that serves their
personal interest, free from shareholder scrutiny. There will be little, if any,
means for shareholders to influence their behavior. The threat to vote against
the incumbent directors now is the only leverage that shareholders have. The
shareholders should keep the pressure on the incumbent directors until the board
announces the formation of an independent committee whose sole objective is to
sell the company to the highest bidder whether it is BFMA or another interested
party."
Mr. Florescue further noted that Institutional Shareholder Services
(ISS), the nation's leading independent provider of proxy voting and governance
advice to major institutional investors, recommended that the Morton's board
delay the shareholder meeting. The ISS report stated "...ISS believes that the
board should have delayed the meeting in light of BFMA's recent bid. Given
BFMA's bid, we believe that the shareholders should be given the opportunity to
evaluate the board's process in evaluating the bid.... ISS believes that the
postponement of the meeting would provide shareholders with more information to
better assess the board's motives before deciding on which nominees would best
serve the interests of all shareholders." ISS further recommended that
shareholders should vote FOR the BFMA slate of nominees to "ensure that the
company will consider a sale in an expedient and fair manner to all
shareholders."
Mr. Florescue then stated, "Morton's press release is far less than a
commitment to pursue a sale of the company in a fair and expedient manner to
BFMA or any other interested parties. If Morton's board does publicly commit to
sell the company in this manner, BFMA would not oppose a 30-day postponement of
the shareholder meeting. Although a postponement is not our preferred outcome,
we appreciate its fairness to the shareholders of the company. If the board does
not fulfill its commitment to pursue a sale process in a fair and expedient
manner, the shareholders will have the right to remove the directors at a later
date.
The Morton's press release also announced that Morton's is in the
process of identifying potential cost-cutting initiatives, including reduced
corporate overhead expenditures, and that the company has frozen the issuance of
stock options to senior executives and suspended the stock repurchase program.
These announced initiatives are a direct result of Mr. Florescue's criticism of
the board and management in his May 2 letter to shareholders. Mr. Florescue
further stated "This board and management team have shown that they will not act
unless they continue to feel pressure from shareholders. This is the reason that
shareholders should vote FOR the BFMA nominees."
Notwithstanding Mr. Bernstein's announcement concerning the weakened
financial prospects for Morton's second quarter, BFMA remains committed to its
offer to purchase the company.
BFMA urges that shareholders vote FOR BFMA's slate of nominees at
Morton's annual meeting currently scheduled for 9:00 am, New York time, on
Thursday, May 10. If you have already voted for the incumbent directors, it is
not too late to change your vote. Please contact Mike Brinn of Innisfree M&A
Incorporated at (212) 750-8253 if you need assistance with your vote.
(End)
SECURITIES LAW LEGEND
A PROXY STATEMENT DATED APRIL 26, 2001, AS AMENDED MAY 4, 2001,
DESCRIBING BFMA'S SOLICITATION OF PROXIES TO ELECT CLASS 3 DIRECTORS WAS
PREPARED AND MAILED TO ALL SHAREHOLDERS. YOU SHOULD READ THE PROXY STATEMENT AND
THE AMENDMENT TO OBTAIN INFORMATION ABOUT BFMA HOLDING CORPORATION, ITS OFFICERS
AND DIRECTORS, INCLUDING RICHARD A. BLOOM, LOGAN D. DELANY, JR., AND CHARLES
W. MIERSCH. A COPY OF THE PROXY STATEMENT, THE AMENDMENT AND OTHER RELATED
DOCUMENTS PREPARED BY OR ON BEHALF OF BFMA AND FILED WITH THE SEC ARE AVAILABLE
FOR FREE, EITHER AT THE WEB SITE OF THE SEC (http://www.sec.gov) OR FROM BFMA
BY WRITING TO: BFMA HOLDING CORPORATION, 50 EAST SAMPLE ROAD, POMPANO BEACH,
FL 33064, ATTENTION: SECRETARY.