SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / 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)
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From: KEKST AND COMPANY July 9, 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
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OFFICER, MORTON'S RESTAURANT GROUP, INC.
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CASTLE HARLAN OFFERS TO AMEND MERGER AGREEMENT TO INCREASE MERGER
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CONSIDERATION TO $16.00 PER SHARE.
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New Hyde Park, NY.... Morton's Restaurant Group, Inc. (NYSE:MRG) today
announced that Castle Harlan has offered to amend its merger agreement
to increase the merger consideration to $16.00 per share. On July 9,
2002, as required under the Castle Harlan merger agreement, Morton's
notified Castle Harlan that Morton's had received, on that date, a
revised offer from an affiliate of Carl Icahn to purchase Morton's at
$16.00 per share and to remove the closing condition, which had been
previously removed by Castle Harlan, that would have otherwise required
Morton's to obtain prior to closing all authorizations necessary to
maintain liquor licenses following consummation of the merger. Morton's
stated that the offers have been referred to the Special Committee of
the Board of Directors and its advisors for evaluation. Pursuant to the
terms of the Castle Harlan merger agreement, unless the Special
Committee determines that the Icahn offer is superior, the Company is
required to accept the Castle Harlan offer.
FORWARD-LOOKING STATEMENTS
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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.
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