PRIVILEGED AND CONFIDENTIAL
ATTORNEY-CLIENT COMMUNICATION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2002
Morton's Restaurant Group, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
1-12692 13-3490149
----------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
3333 New Hyde Park Road
New Hyde Park, New York 11042
-------------------------------------------------------
(Address of principal executive offices and zip code)
(516) 627-1515
-------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
On March 26, 2002, Morton's Restaurant Group, Inc. ("Morton's") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Morton's
Holdings, Inc. and Morton's Acquisition Company, Delaware corporations
affiliated with Castle Harlan, Inc., a New York based private equity firm.
Subject to the terms and conditions thereof, the Merger Agreement contemplates
(i) the merger of Morton's Acquisition Company with and into Morton's, with
Morton's as the surviving entity, and (ii) the conversion of each outstanding
share of common stock of Morton's, other than those owned by Morton's Holdings,
Inc. and Morton's Acquisition Company, into the right to receive $12.60 in cash.
There are various risks associated with the proposed merger. Consummation of the
merger is subject to a number of conditions in the merger agreement, including,
but not limited to, approval of Morton's stockholders and customary industry
regulatory approvals, receipt of third party consents and achievement of a
minimum level of earnings. A copy of the Merger Agreement is included as Exhibit
2.1 to this report and a copy of the press release announcing the merger is
included as Exhibit 99.1 to this report, each of which is incorporated herein by
reference. This description of the Merger Agreement and the merger does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement.
On March 26, 2002, Morton's amended the Amended and Restated Rights
Agreement, dated as of March 22, 2001 (the "Rights Agreement"), between Morton's
and Equiserve Trust Company, N.A., as Rights Agent. The amendments, among other
things, provide that the rights under the Rights Agreement will not become
exercisable as a result of the Merger Agreement and the transactions
contemplated thereby, and that the Rights Agreement will be terminated
simultaneously with the consummation of the merger. A copy of the First
Amendment to the Amended and Restated Rights Agreement is included as Exhibit
4.1 to this report and is incorporated herein by reference. This description of
the amendments to the Rights Agreement does not purport to be complete, and is
qualified in its entirety by reference to the First Amendment to the Amended and
Restated Rights Agreement.
On March 26, 2002, in connection with the merger, Morton's entered
into Amendment No. 15 ("Amendment No. 15") to the Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of June 19, 1995, by and
among Morton's, Peasant Holding Corp., Morton's of Chicago, Inc., Fleet
National Bank, as agent for the lenders thereunder, and Fleet National Bank,
in its individual capacity as a lender thereunder, and the other lenders
party thereto (the "Company Senior Credit Agreement"). Amendment No. 15 will
become effective only upon completion of the merger. Amendment No. 15, among
other things, permits the merger to occur and requires Morton's to prepay $10
million of the outstanding principal of the term loan under the Company
Senior Credit Agreement in connection with completion of the merger.
Amendment No. 15 also adjusts other provisions of the Company Senior Credit
Agreement, such as interest rates, financial and other covenants and
amortization schedules that will not be binding on Morton's until completion
of the merger. Amendment No. 15 is included as Exhibit 99.2 to this report
and is incorporated herein by reference. This description of Amendment No. 15
does not purport to be complete and is qualified in its entirety by reference
to Amendment No. 15.
On March 13, 2002, Morton's entered into Amendment No. 14 ("Amendment
No. 14") to the Company Senior Credit Agreement. Amendment No. 14, among other
things, (a) reset the financial covenants set forth in the
Company Senior Credit Agreement, (b) modified the amortization of the term loan
and increased the interest rates applicable to the term loan and the revolving
loans thereunder, (c) prohibits Morton's from entering into any new capital
expenditure commitments or lease commitments for new restaurants until a
specified cash flow leverage ratio test is achieved, (d) limits capital
expenditures to $13.0 million in 2002, and further restricts capital
expenditures in future years, (e) prohibits the payment of dividends and the
repurchase of Morton's outstanding common stock, (f) reduces the revolving
credit facility to $60,000,000 through June 30, 2003 unless a specified leverage
ratio is achieved, in which case the facility will return to $65,500,000, (g)
provides for annual additional mandatory prepayments as calculated based on
Morton's net cash flows, as defined, and (g) reduces the revolving credit
facility by $5 million every 6 months from June 30, 2003 through June 30, 2005.
Amendment No. 14 is included as Exhibit 99.3 to this report and is incorporated
herein by reference. This description of Amendment No. 14 does not purport to be
complete and is qualified in its entirety by reference to Amendment No. 14.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable.
(b) Pro forma financial information
Not applicable.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated as of March
26, 2002, by and among Morton's Holdings, Inc.,
Morton's Acquisition Company and Morton's Restaurant
Group, Inc.
Exhibit 4.1 First Amendment to the Amended and Restated
Rights Agreement, dated March 26, 2002.
Exhibit 99.1 Press release of Morton's Restaurant Group,
Inc., dated March 27, 2002.
Exhibit 99.2 Amendment No. 15 to the Second Amended and
Restated Revolving Credit and Term Loan
Agreement, dated as of June 19, 1995, by and
among Morton's, Peasant Holding Corp., Morton's
of Chicago, Inc., Fleet National Bank, as agent
for the lenders thereunder, and Fleet
National Bank, in its individual capacity as a
lender thereunder, and the other lenders party
thereto.
Exhibit 99.3 Amendment No. 14 to the Second Amended and
Restated Revolving Credit and Term Loan
Agreement, dated as of June 19, 1995, by and
among Morton's, Peasant Holding Corp., Morton's
of Chicago, Inc., Fleet National Bank, as agent
for the lenders thereunder, and Fleet
National Bank, in its individual capacity as a
lender thereunder, and the other lenders party
thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Morton's Restaurant Group, Inc.
Date: March 26, 2002 By: /s/ Thomas J. Baldwin
--------------------------------
Thomas J. Baldwin
Executive Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated as of March 26, 2002, by
and among Morton's Holdings, Inc., Morton's Acquisition
Company and Morton's Restaurant Group, Inc.
4.1 First Amendment to the Amended and Restated Rights
Agreement, dated March 26, 2002.
99.1 Press release of Morton's Restaurant Group, Inc., dated
March 27, 2002.
99.2 Amendment No. 15 to the Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of
June 19, 1995, by and among Morton's, Peasant Holding
Corp., Morton's of Chicago, Inc., Fleet National Bank,
as agent for the lenders thereunder, and Fleet National
Bank, in its individual capacity as a lender thereunder,
and the other lenders party thereto.
99.3 Amendment No. 14 to the Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of
June 19, 1995, by and among Morton's, Peasant Holding
Corp., Morton's of Chicago, Inc., Fleet National Bank,
as agent for the lenders thereunder, and Fleet National
Bank, in its individual capacity as a lender thereunder,
and the other lenders party thereto.