SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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BY RULE 14a-6(e)(2))
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/ / 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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From: KEKST AND COMPANY July 15, 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 OFFICER,
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MORTON'S RESTAURANT GROUP, INC.
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MORTON'S RESTAURANT GROUP AND CASTLE HARLAN AMEND MERGER
AGREEMENT TO INCREASE MERGER CONSIDERATION TO $17.00 PER SHARE
NEW HYDE PARK, N.Y.... Morton's Restaurant Group, Inc. (NYSE: MRG) today
announced that its merger agreement with Castle Harlan has been amended to
increase the merger consideration to $17.00 per share pursuant to a revised
offer from Castle Harlan received earlier today.
This morning, Morton's received a revised offer from High River
Limited Partnership, an affiliate of Carl Icahn, for a merger with Morton's at
$17.00 per share. Although the High River proposal remained conditioned on
Morton's amending the stockholders rights agreement as previously proposed, the
revised High River proposal no longer required this to occur in a manner that
would breach Morton's existing merger agreement with Castle Harlan. Morton's
Special Committee and Board of Directors determined that, in view of the
matching Castle Harlan offer, the Icahn offer did not constitute a superior
proposal and, accordingly, approved the amendment to the Castle Harlan merger
agreement, which was then executed. The Special Meeting of stockholders to
consider the Castle Harlan merger agreement is scheduled for July 23, 2002. If
the stockholders approve the Castle Harlan merger agreement, the Company expects
to complete the merger shortly thereafter.
FORWARD-LOOKING STATEMENTS
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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