SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
MORTON'S RESTAURANT GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3490149
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3333 New Hyde Park Road, Suite 210, New Hyde Park, New York 75204
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [X] the following box. [ ]
Securities Act registration statement file number
to which this form relates (If Applicable):
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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RIGHTS TO PURCHASE SERIES NEW YORK STOCK EXCHANGE
A JUNIOR PARTICIPATING
PREFERRED STOCK, $.01 PAR VALUE
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
AMENDMENT NUMBER 3 TO FORM 8-A
The undersigned Registrant hereby amends the following items, exhibits and other
portions of its Registration Statement on Form 8-A, which was initially filed on
December 27, 1994, amended and restated on January 25, 1995, declared effective
on February 9, 1995, and further amended on March 23, 2001, regarding the
registration of the Registrant's Rights to Purchase Series A Junior
Participating Preferred Stock, $.01 par value (the "Form 8-A").
Item 1. Description of Registrant's Securities to be Registered
Item 1 of the Form 8-A is hereby amended to include the following:
On March 26, 2002, the Registrant 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. Also on March 26, 2002, prior to entering
the Merger Agreement, the Registrant amended the Amended and Restated Rights
Agreement, dated as of March 22, 2001 (the "Rights Agreement"), between the
Registrant 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
to this Registration Statement 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.
ITEM 2. EXHIBITS
Item 2 of the Form 8-A is hereby amended to include the following:
Exhibit 4 First Amendment to the Amended and Restated Rights
Agreement, dated March 26, 2002.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORTON'S RESTAURANT GROUP, INC.
By: /s/ Thomas J. Baldwin
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Thomas J. Baldwin
Executive Vice President
and Chief Financial Officer
Dated: March 26, 2002
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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4 First Amendment to the Amended and Restated Rights
Agreement, dated March 26, 2002.