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Morton's Restaurant Group, Inc.
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From: KEKST AND COMPANY July 11, 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
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FINANCIAL OFFICER, MORTON'S RESTAURANT GROUP, INC.
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MORTON'S RESTAURANT GROUP RESPONDS TO ICAHN.
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New Hyde Park, NY.... Morton's Restaurant Group, Inc. (NYSE:MRG) today
announced that it has forwarded the following letter to Carl Icahn.
[Letterhead of Morton's Restaurant Group, Inc.]
Icahn Associates Corp.
767 Fifth Avenue - 47th Floor
New York, New York 10153
Attn: Carl C. Icahn
Dear Mr. Icahn,
Not even your invoking President Bush can hide the facts: the Special
Committee of Morton's Board of Directors told you it would accept your $17
offer if you would drop your contrived condition that the Board exempt you
from the stockholders rights agreement.
We fail to understand why you suddenly so desperately need to be able "...
to negotiate and join with ..." Barry Florescue in order to finance an
additional $4 million to complete the acquisition. Your previous offers
had no such condition. Your financial statements certainly don't indicate
that you would be unable to afford the additional $4 million on your own.
And if you do have a problem, why couldn't you refinance after completing
the acquisition?
In my view, granting your "simple request" would be a direct and clear
violation of the Board's fiduciary duties to our other stockholders
because it would require the Company to breach an existing merger
agreement that is certain and real for an offer our stockholders might
never actually receive. Why should we put our stockholders at risk of
losing both the Castle Harlan agreement and your proposal? If as you
note, your proposal is not conditioned on reaching agreement with a
third party, why don't you just drop the condition? Frankly, your
actions make no sense.
Since last spring the Morton's Board of Directors has acted entirely
consistent with the best interests of its stockholders. Those with a
direct interest in Castle Harlan recused themselves from all deliberations
as you well know. And the Special Committee and its financial advisors
communicated with over thirty potential buyers in a process that was open,
thorough and fair. If you are truly so interested in the welfare of our
stockholders and believe we could have done better, why was your original
bid for the company only $13.50? And where were you months ago when the
Company publicly invited third party bids?
We are confident that our stockholders will see through your rhetoric and
ask the same questions we have: if you are really ready to offer $17, why
don't you just do it?
Sincerely,
/s/ Allen J. Bernstein
Chairman of the Board of Directors,
President, and Chief Executive Officer
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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