SCHEDULE 14A INFORMATION
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Morton's Restaurant Group, Inc.
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(Name of Registrant as Specified In Its Charter)
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From: KEKST AND COMPANY July 11, 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
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FINANCIAL OFFICER, MORTON'S RESTAURANT GROUP, INC.
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MORTON'S RESTAURANT GROUP STATES THAT ICAHN CONDITION WOULD REQUIRE
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BREACH OF CASTLE HARLAN MERGER AGREEMENT
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New Hyde Park, NY.... Morton's Restaurant Group, Inc. (NYSE:MRG) today
announced that it had advised Carl Icahn that the condition to acceptance
of the latest proposal received from his affiliate High River Limited
Partnership would require Morton's to breach its existing merger
agreement, exposing the Company to damages and exposing its shareholders
to the risk that both the Castle Harlan binding agreement and the Icahn
proposal could be lost. Unlike previous offers by Mr. Icahn, his most
recent proposal was conditioned on Morton's, by the close of business
yesterday, exempting High River from Morton's stockholders rights
agreement to permit High River to "negotiate, enter into agreements and
arrangements, and otherwise join, with others, to acquire Morton's." It
was apparent that Mr. Icahn desired to enter into arrangements to finance
a possible acquisition of the Company with Barry Florescue. Taking the
action Mr. Icahn required is clearly prohibited by a provision in the
Company's existing merger agreement with Castle Harlan, and in fact that
very same provision is present in every form of merger agreement proposed
by High River. Morton's
Special Committee requested that Castle Harlan waive its contract right to
enable the Company to satisfy the Icahn condition, and Castle Harlan
declined. The Special Committee then indicated to Mr. Icahn that it would
be prepared to recommend Mr. Icahn's offer over Castle Harlan's if he
would drop the condition. In a letter to the Special Committee's financial
advisor, Mr. Icahn refused to drop the condition and indicated that he was
now willing to proceed with his transaction only under unspecified
"appropriate circumstances." The advisors to Morton's Special Committee
and Board of Directors were unable to advise that the Icahn conditional
proposal, even if it remained outstanding, was superior to Castle Harlan's
and reasonably capable of being consummated, in view of its requiring the
Company to breach its contractual obligation. Based on the positions taken
by Castle Harlan and Mr. Icahn, the Special Committee was unable to accept
the Icahn proposal and, accordingly, the Company remains committed to its
binding agreement with Castle Harlan to acquire the Company for $16.00 per
share in cash.
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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