SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] 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 Section 240.14a-12
MORTON'S RESTAURANT GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
BFMA HOLDING CORPORATION
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MARIETTA CORPORATION
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(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(1) Aggregate number of securities to which transaction applies:
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(1) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(1) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
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(1) Form, Schedule or Registration Statement No.:
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(1) Date Filed:
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LETTER TO SHAREHOLDERS
OF MORTON'S RESTAURANT GROUP, INC.
FROM BFMA HOLDING CORPORATION
On July 17, 2002, BFMA Holding Corporation ("BFMA") delivered a letter
to shareholders of Morton's Restaurant Group, Inc. ("Morton's"), in the form set
forth below:
BFMA HOLDING CORPORATION
50 EAST SAMPLE ROAD, SUITE 400
POMPANO BEACH, FL 33064
July 17, 2002
Dear Shareholder:
VOTE "NO" ON THE ALLEN BERNSTEIN/CASTLE HARLAN DEAL
At the upcoming meeting of shareholders of Morton's Restaurant Group, Inc.
(ticker symbol: MRG) currently scheduled for July 23, 2002, Allen Bernstein is
asking you to vote to approve Castle Harlan's $17.00 offer to buy the company.
MR. BERNSTEIN, THE COMPANY'S CEO AND A PARTNER OF CASTLE HARLAN, WILL
PARTICIPATE IN THE BUYOUT. We believe this offer does not adequately value your
shares of Morton's and that the company has held back valuable information from
you that would allow you to determine the true value of your shares. To protect
your investment, we urge you to sign, date and return your proxy card AGAINST
the Bernstein/Castle offer TODAY.
ALLEN BERNSTEIN, JOHN CASTLE AND THE SPECIAL COMMITTEE
ARE HOLDING BACK VALUABLE INFORMATION FROM YOU
We have written many letters on this subject, which are all publicly
available on the SEC's web site (http://www.sec.gov/edgar/searchedgar/
companysearch.html - type "BFMA" under "Company name"). Please read them
carefully. We have been candid with our views of which we believe to have been a
rigged process by the so-called "special committee" tilted in favor of Castle
Harlan. More importantly, we believe that the company is holding back valuable
information from you in order to get you to vote for their favored offer,
including:
o SECOND QUARTER FINANCIAL INFORMATION. We know that Allen Bernstein and
John Castle are in possession of the company's second quarter results.
Why shouldn't the rest of the shareholders, the true owners of the
company, know how our company is doing before we decide to sell it to
them at any price? We demand that the company release this information
immediately AND postpone the meeting until the shareholders have had a
reasonable opportunity to review the financial information.
o ALLEN BERNSTEIN'S AND TOM BALDWIN'S EQUITY INTEREST. The company's
public filings now state that Mr. Bernstein and Mr. Baldwin, the
company's CFO, are equity investors in the Castle Harlan offer. They
are therefore, in our opinion, the wrong people to be the
spokespersons for Morton's in connection with the sale. How much of a
stake will Mr. Bernstein and Mr. Baldwin have if Castle Harlan buys
the company? How much will they be paid? We demand to know how Mr.
Bernstein and Mr. Baldwin and other board members will profit if the
company is sold to their good friend, fellow board member and equity
partner, John Castle.
o THE TRUE VALUE OF MORTON'S. Only a few months ago, it seemed that
Castle Harlan had made its BEST offer at $12.60. At that time, Mr.
Bernstein supported and recommended that we accept this offer.
Recently, however, Castle Harlan matched Carl Icahn's offers of $16.00
and $17.00 per share within hours of when they were made. How could
Mr. Bernstein support the $12.60 offer from Castle Harlan then? AND
HOW MUCH MORE THAN $17.00 IS MORTON'S WORTH NOW? We continue to
believe that Allen Bernstein, Tom Baldwin and the special committee
are trying to deliver the company to Castle Harlan and themselves at
an undervalued price.
DON'T VOTE FOR MANAGEMENT AND MAKE THE SAME MISTAKE TWICE! WE BELIEVE THAT
A VOTE AGAINST THE CASTLE HARLAN OFFER IS A VOTE FOR SHAREHOLDER VALUE. ACT NOW
- THE MEETING IS IN 6 DAYS! WE URGE YOU TO GRANT YOUR PROXY AGAINST THE CASTLE
HARLAN OFFER BY SIGNING, DATING AND RETURNING YOUR PROXY CARD TODAY.
Sincerely,
/s/ Barry W. Florescue
Barry W. Florescue
Chairman and CEO
of BFMA Holding Corporation
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********** IMPORTANT **********
Please vote your proxy card TODAY AGAINST the Castle Harlan offer.
If any of your shares are held in the name of a bank or broker or other
nominee, please contact the person responsible for your account and direct
him/her to vote AGAINST the Castle Harlan offer.
If you have any questions or need assistance in voting your shares, please
feel free to contact:
Mr. Richard A. Bloom
President and Chief Operating Officer
Marietta Corporation
37 Huntington Street
Cortland, New York 13045
Call (toll-free): (800) 431-3023
Fax: (607) 756-0657
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INFORMATION CONCERNING PARTICIPANTS
BFMA, Marietta Corporation ("Marietta") and certain other persons named
below may be deemed to be participants in the solicitation of proxies in respect
of (1) the opposition to the sale of Morton's to an affiliate of John Castle, a
director of Morton's and (2) the election of Richard A. Bloom, Barry W.
Florescue and Charles W. Miersch as Directors of Morton's.
NAME RELATIONSHIP TO BFMA OR MARIETTA
Barry W. Florescue Chief Executive Officer and Director of BFMA and
Marietta; President of BFMA and nominee for director of
Morton's
Richard A. Bloom President and Chief Operating Officer of Marietta and
Director of BFMA and Marietta and nominee for director
of Morton's
Philip A. Shager Senior Vice President, Chief Financial Officer and
Treasurer of BFMA and Marietta
Ronald C. DeMeo Senior Vice President of Sales and Marketing of
Marietta
David P. Hempson Senior Vice President of Operations of Marietta
Logan D. Delany, Jr. Director of BFMA and Marietta
Charles W. Miersch Director of BFMA and Marietta and nominee for director
of Morton's
Ned L. Siegel Director of BFMA and Marietta
Charles I. Weissman Assistant Secretary and Director of BFMA and Marietta
As of July 17, 2002, BFMA beneficially owns 488,500 shares of common
stock of Morton's ("Common Stock"), which represents approximately 11.7% of
issued and outstanding Common Stock (based on the number of securities contained
in Morton's most recently available filing with the Securities and Exchange
Commission). In addition, as of July 17, 2002, Barry Florescue ("Florescue")
beneficially owns 517,600 shares of Common Stock, which represents approximately
12.4% percent of issued and outstanding Common Stock (based on the number of
securities contained in Morton's most recently available filing with the
Securities and Exchange Commission), which includes 488,500 shares of Common
Stock for which BFMA has sole voting power and sole dispositive power and an
additional 29,100 shares of Common Stock which Florescue Family Corporation
("FFC") has sole voting power and sole dispositive power.
As of July 17, 2002, Florescue and Ned S. Siegel are deemed to be the
joint beneficial owners of 56,300 shares of Common Stock, which represents
approximately 1.3% percent of issued and outstanding Common Stock (based on the
number of securities contained in Morton's most recently available filing with
the Securities and Exchange Commission).
As of July 17, 2002, Richard A. Bloom beneficially owns 10,000 shares
of Common Stock, which represents less than one percent of issued and
outstanding Common Stock of Morton's (based on the number of securities
contained in Morton's most recently available filing with the Securities and
Exchange Commission).
As of July 17, 2002, Charles W. Miersch beneficially owns 1,000 shares
of Common Stock, which represents less than one percent of issued and
outstanding Common Stock of the Morton's (based on the number of securities
contained in the Morton's most recently available filing with the Securities and
Exchange Commission).
As of July 17, 2002, Marietta does not beneficially own any shares of
Common Stock of Morton's.
No other person listed above (or their associates, other than BFMA)
currently directly or indirectly own any securities of Morton's, either
beneficially or of record, except indirectly through their ownership of
securities of BFMA. BFMA owns 100% of Marietta common stock. Collectively, the
directors and executive officers of BFMA beneficially own approximately 83% of
the outstanding shares of BFMA common stock.
SECURITIES LAW LEGEND
ON JUNE 19, 2002, BFMA HOLDING CORPORATION AND MARIETTA CORPORATION
FILED A DEFINITIVE PROXY STATEMENT CONTAINING INFORMATION ABOUT BFMA AND
MARIETTA, BFMA'S AND MARIETTA'S OPPOSITION TO THE SALE OF MORTON'S TO AN
AFFILIATE OF JOHN CASTLE, A DIRECTOR OF MORTON'S (THE "CASTLE HARLAN OFFER") AND
RELATED MATTERS. BFMA AND MARIETTA INTEND TO SOLICIT PROXIES IN OPPOSITION TO
THE CASTLE HARLAN OFFER.
IN ADDITION, MORTON'S PUBLIC STATEMENTS SUGGESTS THAT IT WILL ONLY HOLD
A MEETING TO ELECT DIRECTORS IN THE EVENT THAT THE STOCKHOLDERS REJECT THE
CASTLE HARLAN OFFER. NEITHER BFMA NOR MARIETTA IS SOLICITING PROXIES TO ELECT
DIRECTORS AT THIS TIME. IN THE EVENT THAT MORTON'S CHOOSES OR IS REQUIRED TO
HOLD A MEETING TO ELECT DIRECTORS, BFMA AND MARIETTA ALSO CURRENTLY INTENDS TO
SOLICIT PROXIES TO ELECT ITS SLATE OF DIRECTORS. IN THAT EVENT, BFMA AND
MARIETTA WILL CAUSE A PROXY STATEMENT AND THE RELATED FORM OF PROXY TO BE MAILED
TO YOU.
YOU SHOULD READ THE PROXY STATEMENT(S) TO OBTAIN INFORMATION ABOUT
BFMA, MARIETTA, THEIR RESPECTIVE OFFICERS AND DIRECTORS, INCLUDING RICHARD A.
BLOOM, BARRY W. FLORESCUE AND CHARLES W. MIERSCH, MORTON'S AND THE CASTLE HARLAN
OFFER. A COPY OF THE PROXY STATEMENT(S) AND OTHER RELATED DOCUMENTS PREPARED BY
OR ON BEHALF OF BFMA AND MARIETTA AND FILED WITH THE SEC ARE AVAILABLE FOR FREE,
EITHER AT THE WEB SITE OF THE SEC ( OR FROM BFMA BY WRITING TO: BFMA HOLDING
CORPORATION, 50 EAST SAMPLE ROAD, SUITE 400, POMPANO BEACH, FL 33064, ATTENTION:
SECRETARY.