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 Section240.14a-12
MORTONS RESTAURANT GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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Registrant)
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[LOGO]
MORTON'S RESTAURANT GROUP, INC.
3333 New Hyde Park Road
New Hyde Park, New York 11042
July 12, 2002
Dear Morton's Stockholder:
At our upcoming Special Meeting of stockholders, scheduled for July 23,
2002, you will have the opportunity to vote on the proposed acquisition of
Morton's by affiliates of Castle Harlan for $16.00 per share in cash. A lot has
happened since we last communicated with you--including a significant
improvement in the price and certainty of the Castle Harlan offer--and we want
to be sure you know the facts so that you can make an informed decision about
your investment.
A HIGHER PRICE FOR YOUR SHARES
Castle Harlan's $16.00 per share cash offer is the best offer to emerge from
a year-long process during which the Special Committee's financial advisors
communicated with more than 30 potential buyers. The process, launched
specifically to address stockholders' desire for liquidity and value
realization, has been open, fair and thorough.
The enhanced Castle Harlan offer resulted from an active bidding process
between Castle Harlan and Carl Icahn. Illustrating the openness of the process
and the Special Committee's clear focus on the best interests of all
stockholders, at each step in this bidding process the Special Committee
informed Mr. Icahn that it was prepared to accept a superior offer from him.
Ultimately, Mr. Icahn's latest proposal was neither superior nor real.
Included with this letter is a detailed description of the background of the
merger since the date of our proxy materials, as well as updated information
regarding the parties' conclusion that the transaction is fair to Morton's
unaffiliated stockholders.
The enhanced Castle Harlan offer represents a premium of 40% over the
closing market price of $11.44 on March 25, 2002, the last full trading day
before the parties entered into the original merger agreement, and a premium of
142% over the closing market price of $6.60 on February 14, 2002, the last full
trading day before Castle Harlan submitted its initial proposal to acquire
Morton's.
INCREASED CERTAINTY OF COMPLETING THE MERGER; CASH TO STOCKHOLDERS MORE QUICKLY
Castle Harlan also modified certain closing conditions in the merger
agreement, significantly increasing the likelihood that the merger can be
completed promptly if stockholders approve the merger at the Special Meeting on
July 23, 2002. This means you will get your cash more quickly. The modifications
include:
- Castle Harlan has removed the closing condition that required Morton's to
obtain, prior to closing, all authorizations necessary to maintain liquor
licenses following completion of the merger;
- Castle Harlan has modified the closing condition requiring certain third
party consents to the merger so that only material consents will be
required to be obtained prior to completion of the merger; and
- Castle Harlan has removed the closing condition that required Morton's to
achieve a minimum level of earnings.
Completion of the merger remains subject to various other standard closing
conditions described in the proxy materials previously delivered to you.
THE JULY 9TH ICAHN PROPOSAL--NOW YOU SEE IT, NOW YOU DON'T
On July 9, 2002, Carl Icahn's affiliate "offered" to increase the merger
price to $17 per share, subject to a new condition that Morton's immediately
amend its stockholders rights agreement to permit Icahn to negotiate with other
major stockholders to help him finance the acquisition. He characterized this
condition as a "simple request."
In reality, Icahn's "simple request" made his offer completely illusory. To
make that amendment would have required the Company to breach its agreement with
Castle Harlan--an agreement that is real and certain. By doing that, we would
have risked losing the Castle Harlan agreement and incurring substantial
damages, in exchange for a proposed Icahn offer that might never close.
The Special Committee informed Icahn that it was prepared to accept his $17
offer if he would only drop the condition. He refused.
Ask yourself why Carl Icahn suddenly needed us to exempt him from the
stockholders rights agreement. None of his previous offers included this
condition. Why would this billionaire suddenly need to join with others to
secure a mere $4.5 million in additional funding?
We told Icahn then and we tell him again now: if you have a real $17 offer
to make, do it now.
THE TIME REMAINING TO VOTE IS SHORT AND YOUR VOTE IS VERY IMPORTANT--PLEASE
SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY
We realize there is a lot to absorb, but we urge you to give this matter
your immediate attention. In order for stockholders to receive the $16.00 per
share cash merger consideration, the holders of a majority of the outstanding
shares of Morton's common stock entitled to vote must approve and adopt the
merger agreement and approve the merger. The Special Meeting, scheduled for
July 23, 2002, is less than two weeks away.
If you have already returned your WHITE proxy card voting FOR approval of
the merger, please accept our sincere thanks for your support, and there is no
need for you to do anything further at this time to vote in favor of the merger
at the increased price. If you have not already returned your WHITE proxy card
or if you have previously voted AGAINST or to ABSTAIN with respect to the
earlier Castle Harlan offer, WE URGE YOU TO IMMEDIATELY VOTE FOR APPROVAL OF THE
MERGER IN LIGHT OF THE ENHANCED CASTLE HARLAN OFFER AND TO SIGN, DATE AND RETURN
THE ENCLOSED WHITE PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
You may receive additional proxy materials from persons other than the
Company. To ensure that your vote is counted in favor of receiving $16.00 per
share in cash, we urge you to sign, date and return only the WHITE proxy card.
$16 CASH PER SHARE FROM CASTLE HARLAN--THE BEST AND ONLY REAL OFFER
While Carl Icahn and Barry Florescue have both delivered a lot of heated
rhetoric, neither has delivered a real, superior offer. We have said all along
and we repeat now: if either of them has a real offer to make, do it now. The
Special Committee already told Icahn it would accept his offer if he simply
drops his condition. Nothing stands in his way.
After considering the increased value of Castle Harlan's $16.00 per share
cash offer, the favorable modification of the closing conditions mentioned above
and the material risks involved in Icahn's conditional proposal, together with
the significant challenges and risks Morton's faces as a stand-alone public
company, the Special Committee and the Board of Directors concluded that the
enhanced Castle Harlan offer is the best alternative for stockholders. WE URGE
YOU TO VOTE FOR THE MERGER WITH CASTLE HARLAN.
If you have any questions or need assistance in voting your shares, please
call Georgeson Shareholder Communications at (866) 300-8590. This toll-free
stockholder assistance number is staffed Monday through Friday from 9:00 a.m.
until 8:00 p.m. (Eastern Daylight Time).
Sincerely,
/s/ Allen J. Bernstein
Allen J. Bernstein
Chief Executive Officer