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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(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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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BFMA HOLDING CORPORATION
50 EAST SAMPLE ROAD, SUITE 400
POMPANO BEACH, FLORIDA 33064
PHONE: (800) 675-6115
FOR IMMEDIATE RELEASE:
CONTACT:
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Michael Brinn Richard Bloom
Innisfree M&A Incorporated BFMA Holding Corporation
501 Madison Avenue c/o Marietta Corporation
20th Floor 37 Huntington Street
New York, New York 10022 Cortland, New York 13045
Call: (212) 750-8253 Call: (607) 756-0641
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BFMA AND OTHER SHAREHOLDERS WIN CONCESSIONS
FROM MORTON'S MANAGEMENT AND BOARD OF DIRECTORS
Pompano Beach, Florida - May 10, 2001 - BFMA Holding Corporation today
reaffirmed its fully-financed offer to acquire Morton's Restaurant Group, Inc.
(NYSE: MRG) for $28.25 per share and announced that it is prepared to
immediately enter into negotiations with an independent committee of Morton's
board with respect to the purchase of the company.
Mr. Florescue, President and Chairman of the Board of BFMA, commented,
"We understand that certain large institutional shareholders that voted for the
incumbent director slate today received affirmations directly from management
and certain directors that the company will form an independent committee to
fairly and expediently explore a sale of the company, treat BFMA fairly in the
sale process and be open to offers from other interested parties." Mr. Bernstein
confirmed, at the shareholder meeting this morning, the board's intention to
form an independent committee "to entertain BFMA's offer. "
Mr. Florescue continued, "Although the BFMA nominee slate was not
elected to the Morton's board, we believe we have achieved our objectives and
received significant concessions for all of the shareholders - we forced
management to commit publicly to explore a sale of the company and address
BFMA's offer, to focus on reducing its overhead spending and to cease issuing
equity to senior management. These initiatives are a direct result of BFMA's
recent criticism of the board and management. Given the high level of
shareholder scrutiny on the company, initiated by BFMA's proxy contest, we are
hopeful that management is sincere in its claim to address these issues. It is
time to put our differences aside and work together to maximize shareholder
value."
(End)
SECURITIES LAW LEGEND
A PROXY STATEMENT DATED APRIL 26, 2001, AS AMENDED MAY 4, 2001,
DESCRIBING BFMA'S SOLICITATION OF PROXIES TO ELECT CLASS 3 DIRECTORS WAS
PREPARED AND MAILED TO ALL SHAREHOLDERS. YOU SHOULD READ THE PROXY STATEMENT AND
THE AMENDMENT TO OBTAIN INFORMATION ABOUT BFMA HOLDING CORPORATION, ITS OFFICERS
AND DIRECTORS, INCLUDING RICHARD A. BLOOM, LOGAN D. DELANY, JR., AND CHARLES W.
MIERSCH. A COPY OF THE PROXY STATEMENT, THE AMENDMENT AND OTHER RELATED
DOCUMENTS PREPARED BY OR ON BEHALF OF BFMA AND FILED WITH THE SEC ARE AVAILABLE
FOR FREE, EITHER AT THE WEB SITE OF THE SEC (http://www.sec.gov) OR FROM BFMA BY
WRITING TO: BFMA HOLDING CORPORATION, 50 EAST SAMPLE ROAD, POMPANO BEACH,
FL 33064, ATTENTION: SECRETARY.