SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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
[ ] Definitive Additional Materials
[X] 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)
Not Applicable
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(Name of Person(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)(1) 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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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.
[ ] 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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From: SANFORD TELLER COMMUNICATIONS April 30, 2002
1365 York Avenue
New York, NY 10021
(212) 717-0332
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,
MORTON'S RESTAURANT GROUP, INC.
MORTON'S RESTAURANT GROUP REPORTS NET INCOME FOR 2002 FIRST QUARTER OF
$0.54 PER DILUTED SHARE.
New Hyde Park, NY....Morton's Restaurant Group, Inc. (NYSE:MRG) today reported
2002 first quarter revenues of $61,106,000, down 7.9% versus 2001 first quarter
revenues of $66,342,000. Net income for the 2002 first quarter was $2,265,000,
or $0.54 per diluted share, which includes a pretax gain on insurance proceeds
of $1,318,000, or $0.22 per diluted share, and pretax costs of $1,239,000, or
$0.21 per diluted share, associated with the company's evaluation of strategic
alternatives. Net income for the first quarter of 2001 was $2,744,000, or $0.62
per diluted share.
For the 2002 first quarter, Morton's of Chicago comparable restaurant
revenues declined 11.1%.
Consistent with its previous announcements, the company said that due
to the severe nationwide impact of the World Trade Center terrorist attacks, the
continuing impact of the troubled economy, unfavorable business conditions,
corporate spending cutbacks and reduced business travel, it has experienced, and
may continue to experience, weak revenue trends and negative comparable
restaurant revenues. These adverse operating conditions, unfavorable revenue
trends, increased operating costs, and investment banking, legal and other costs
associated with the company's evaluation of strategic alternatives are expected
to negatively impact results.
The company believes that if such unfavorable conditions continue, or
worsen, future results will also be adversely affected, the full extent of which
cannot be determined or forecasted at this time.
On March 26, 2002, the company entered into a definitive merger
agreement providing for the acquisition of Morton's by an affiliate of Castle
Harlan Partners III, L.P., a New York based private equity investor. The
aggregate purchase price (including assumed debt) is approximately $153.5
million. Under the terms of the agreement, Morton's stockholders will receive
$12.60 in cash for each share of common stock.
Allen J. Bernstein, chairman, president and chief executive officer
said, "We continue to implement our cost reduction programs to offset the
decline in revenues and we were able to reduce general and administrative
expenses by over one million dollars in the quarter, compared to the prior
year."
During April 2002, the company opened a new Morton's in King of
Prussia, PA. The company has executed agreements to open Morton's in Arlington,
VA; Burbank, CA; Paramus, NJ; and Richmond, VA. During January 2002, the
Morton's of Chicago steakhouse in Sydney, Australia was closed.
At March 31, 2002, Morton's Restaurant Group owned and operated 65
restaurants (61 Morton's of Chicago steakhouses and 4 Bertolini's Authentic
Trattorias) in 57 cities and 27 states, in the continental United States,
Hawaii, Puerto Rico, Canada, Hong Kong and Singapore.
FORWARD-LOOKING STATEMENTS
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.
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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 REGULATORY
AND 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.
AVAILABILITY OF PROXY STATEMENT
ON APRIL 16, 2002, MORTON'S RESTAURANT GROUP, INC. FILED A PRELIMINARY
PROXY STATEMENT CONTAINING INFORMATION ABOUT MORTON'S, MORTON'S ACQUISITION
COMPANY, MORTON'S HOLDINGS, INC., CASTLE HARLAN PARTNERS III, L.P., THE MERGER
AND RELATED MATTERS. THE COMPANY ANTICIPATES RELEASING ITS DEFINITIVE PROXY
STATEMENT AS PROMPTLY AS POSSIBLE, SUBJECT TO SEC REVIEW. MORTON'S PLANS TO SEND
A COPY OF THE DEFINITIVE PROXY STATEMENT TO STOCKHOLDERS TO SEEK THEIR APPROVAL
OF THE MERGER. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER.
STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN THE DEFINITIVE PROXY STATEMENT, WHEN
AVAILABLE, AS WELL AS OTHER FILINGS CONTAINING INFORMATION ABOUT MORTON'S
WITHOUT CHARGE, AT THE SEC'S WEB SITE (HTTP://WWW.SEC.GOV). STOCKHOLDERS MAY
ALSO OBTAIN COPIES OF THESE DOCUMENTS WITHOUT CHARGE BY REQUESTING THEM IN
WRITING FROM MORTON'S RESTAURANT GROUP, INC., 3333 NEW HYDE PARK ROAD, NEW HYDE
PARK, NEW YORK, 11042, ATTENTION: CORPORATE SECRETARY, OR BY TELEPHONE AT (516)
627-1515.
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MORTON'S RESTAURANT GROUP, INC.
(amounts in thousands, except per share data)
(unaudited)
Consolidated Statements of Income
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Three Months Ended
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March 31, April 1,
2002 2001
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Revenues $61,106 $66,342
Food and beverage costs 21,204 22,670
Restaurant operating expenses 27,365 27,833
Pre-opening costs, depreciation, amortization and
non-cash charges 2,437 2,756
General and administrative expenses 3,758 4,932
Marketing and promotional expenses 1,188 2,199
Gain on insurance proceeds 1,318 --
Costs associated with strategic alternatives and
proxy contest 1,239 --
Interest expense, net 1,997 2,032
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Income before income taxes 3,236 3,920
Income tax expense 971 1,176
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Net income $ 2,265 $ 2,744
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Net income per share:
Basic $ 0.54 $ 0.66
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Diluted $ 0.54 $ 0.62
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Weighted average shares outstanding:
Basic 4,182 4,158
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Diluted 4,182 4,425
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Number of restaurants at:
Beginning of periods 66 62
End of periods 65 62
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MORTON'S RESTAURANT GROUP, INC.
(amounts in thousands, except share and per share data)
(unaudited)
Consolidated Balance Sheets
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March 31, December 30,
2002 2001
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Current assets:
Cash and cash equivalents $ 5,798 $ 4,827
Accounts receivable 2,699 3,988
Income taxes receivable 560 560
Inventories 7,616 8,061
Landlord construction receivables,
prepaid expenses and other current assets 2,365 2,632
Deferred income taxes 4,854 4,616
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Total current assets 23,892 24,684
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Property and equipment, net 82,152 82,936
Intangible assets, net of accumulated amortization of $5,072 at March 31,
2002 and December 30, 2001 10,923 10,923
Deferred income taxes 5,985 6,907
Insurance receivable -- 1,682
Other assets and deferred expenses, net of accumulated amortization
of $678 at March 31, 2002 and $649 at December 30, 2001 7,675 7,582
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$ 130,627 $ 134,714
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Current liabilities:
Accounts payable and accrued expenses $ 22,964 $ 26,097
Current portion of obligations to financial institutions and capital
leases 3,907 4,477
Accrued income taxes 305 --
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Total current liabilities 27,176 30,574
Obligations to financial institutions and capital leases, less current
maturities 96,993 100,232
Other liabilities 4,289 4,118
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Total liabilities 128,458 134,924
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Stockholders' equity (deficit):
Preferred stock, $.01 par value per share. Authorized 3,000,000
shares, no shares issued or outstanding -- --
Common stock, $.01 par value per share. Authorized 25,000,000
shares, issued 6,803,801 at March 31, 2002 and December 30, 2001 68 68
Nonvoting common stock, $.01 par value per share. Authorized
3,000,000 shares, no shares issued or outstanding -- --
Additional paid-in capital 63,478 63,478
Accumulated other comprehensive loss (814) (907)
Accumulated deficit (13,830) (16,095)
Less treasury stock, at cost, 2,621,326 shares at March 31, 2002 and
2,624,154 shares at December 30, 2001 (46,733) (46,754)
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Total stockholders' equity (deficit) 2,169 (210)
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$ 130,627 $ 134,714
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