SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MORTONS RESTAURANT GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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From: KEKST AND COMPANY July 10, 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
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MERGER CONSIDERATION TO $16.00 PER SHARE.
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New Hyde Park, NY.... 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 $16.00 per share. On July 9, 2002,
Morton's received a revised offer from an affiliate of Carl Icahn to purchase
Morton's at $16.00 per share and to remove the closing condition relating to
liquor licenses, which had previously been removed by Castle Harlan.
Morton's subsequently received a revised offer from Castle Harlan to purchase
Morton's at $16.00 per share. 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
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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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