SCHEDULE 14A INFORMATION
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MORTONS RESTAURANT GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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From: KEKST AND COMPANY July 10, 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,
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CHIEF FINANCIAL OFFICER, MORTON'S RESTAURANT GROUP, INC.
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MORTON'S RESTAURANT GROUP RECEIVES CONDITIONAL ICAHN PROPOSAL.
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New Hyde Park, NY.... Morton's Restaurant Group, Inc. (NYSE:MRG) today
announced that it has received a conditional proposal from High River Limited
Partnership, an affiliate of Carl Icahn, offering to increase its purchase
price for Morton's to $17.00 per share. Unlike previous offers by Icahn,
this proposal is conditioned on Morton's, by the close of business today,
exempting High River from Morton's stockholders rights agreement to permit
High River to "negotiate, enter into agreements and arrangements, and
otherwise join, with others, to acquire Morton's." Morton's noted that taking
such action is prohibited by a customary provision in its existing merger
agreement and could subject the Company to substantial damages for breach of
contract. Morton's stated that the Icahn proposal has been referred to the
Special Committee of the Board of Directors and its advisors for evaluation.
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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