UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
MORTON'S RESTAURANT GROUP, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
619429103
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel,
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 26, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 619429103
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
286,700
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
286,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.85%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 619429103
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
286,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
286,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.85%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP No. 619429103
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
286,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
286,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.85%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, $.01 par value (the
"Shares"), of Morton's Restaurant Group, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 3333
New Hyde Park Road, New Hyde Park, New York 11042.
Item 2. Identity and Background
The persons filing this statement are Barberry Corp., a Delaware
corporation ("Barberry")and High River Limited Partnership, a Delaware limited
partnership ("High River") (Barberry and High River are collectively, the "Icahn
Group")and Carl C. Icahn, a citizen of the United States of America
(collectively with the Icahn Group, the "Registrants"). The principal business
address and the address of the principal office of (i) Barberry and High River
is 100 South Bedford Road, Mount Kisco, New York 10549, and (ii) Carl C. Icahn
is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York
10153.
Barberry is the general partner of High River. Mr. Icahn is the sole
shareholder, director and executive officer of Barberry. Mr. Icahn is the
Chairman of the Board, President and Secretary of Barberry. As such, Mr. Icahn
is in a position directly and indirectly to determine the investment and voting
decisions made by the Icahn Group.
Each of Barberry and High River is primarily engaged in the business of
investing in securities. Carl C. Icahn's present principal occupation or
employment is acting as President and a Director of Starfire Holding
Corporation, a Delaware corporation ("Starfire"), and as the Chairman of the
Board and Director of various of Starfire's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire, whose
principal business address is 100 South Bedford Road, Mount Kisco, New York
10549, is primarily engaged in the business of holding, either directly or
through its subsidiaries, a majority of the common stock of ACF. ACF is
primarily engaged in the business of leasing, selling and manufacturing railroad
freight and tank cars.
Except as disclosed on Exhibit 2 attached hereto, which is hereby
incorporated herein by reference thereto, none of Barberry, High River, Carl C.
Icahn, nor any manager or executive officer of any of the Icahn Group, has,
during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as
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a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting, or mandating activities
subject to, Federal or State securities laws or a finding of any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As of May 6, 2002, the aggregate purchase price of the 286,700 Shares
purchased by High River was $3,961,558.71 (including commissions). The source of
funding for the purchase of these Shares was general working capital of High
River.
Item 4. Purpose of Transaction
Registrants are considering what courses of action to take regarding
Issuer but have made no specific determinations.
Registrants reserve the right, from time to time, to acquire additional
Shares in the open market or otherwise and/or to dispose of Shares, from time to
time, in the open market or otherwise.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on May 6, 2002, Registrants may be
deemed to beneficially own, in the aggregate, 286,700 Shares, representing
approximately 6.85% of the Issuer's outstanding Shares (based upon the 4,184,711
Shares stated to be outstanding as of April 17, 2002 by the Issuer in the
Issuer's Form 10-K/A filing, filed with the Securities and Exchange Commission
on April 26, 2002).
(b) High River has sole voting power and sole dispositive power with
respect to the 286,700 Shares. Barberry has shared voting power and shared
dispositive power with respect to the 286,700 Shares held by High River. Carl C.
Icahn has shared voting power and shared dispositive power with regard to the
286,700 Shares held by High River.
Barberry and Mr. Icahn, by virtue of their relationships to High River (as
disclosed in Item 2), may be deemed to beneficially own (as that term is defined
in Rule 13d-3 under the Act) the Shares which High River directly beneficially
owns. Also, Mr. Icahn, by virtue of his relationship to Barberry (as disclosed
in Item 2), may
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be deemed to beneficially own (as that term is defined in Rule 13d-3 under the
Act) the Shares which Barberry indirectly beneficially owns. Barberry disclaims
beneficial ownership of the Shares held by High River for all other purposes.
Mr. Icahn disclaims beneficial ownership of the Shares held by High River and
Barberry for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Registrants. All such
transactions were effected in the open market, the table excludes commissions
paid.
No. of Shares Price
Name Date Purchased Per Share
---- ---- --------- ---------
High River 04/02/02 8,500 $14.0294
High River 04/03/02 10,000 $14.10
High River 04/04/02 2,200 $14.1341
High River 04/05/02 40,000 $14.0705
High River 04/08/02 18,800 $14.0854
High River 04/09/02 20,500 $14.0754
High River 04/10/02 43,000 $13.771
High River 04/11/02 22,200 $13.5939
High River 04/12/02 15,000 $13.6533
High River 04/15/02 10,500 $13.8976
High River 04/16/02 2,500 $13.9728
High River 04/17/02 6,800 $13.7976
High River 04/25/02 13,000 $12.9695
High River 04/26/02 5,000 $13.00
High River 04/29/02 7,500 $13.0433
High River 04/30/02 30,000 $13.7765
High River 05/01/02 16,200 $13.9569
High River 05/03/02 15,000 $13.9867
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Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, none of the Registrants has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants.
2. Statement pursuant to Item 2(e).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 6, 2002
BARBERRY CORP.
By: /s/Edward E. Mattner
-----------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.
General Partner
By: /s/Edward E. Mattner
-----------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/Carl C. Icahn
-------------------
CARL C. ICAHN
[Signature Page of Schedule 13D with respect to Morton's Restaurant Group, Inc.]
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, $.01 par value, of Morton's Restaurant Group, Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 6th day of May, 2002.
BARBERRY CORP.
By: /s/Edward E. Mattner
-----------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.
General Partner
By: /s/Edward E. Mattner
-----------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/Carl C. Icahn
-------------------
CARL C. ICAHN
[Joint Filing Agreement for Schedule 13D with respect to Morton's Restaurant
Group, Inc.]
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Exhibit 2
On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against "Carl C. Icahn, Icahn Associates Corp. and High River Limited
Partnership" alleging that High River's tender offer for Reliance 9% senior
notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary
restraining order and preliminary and permanent injunctive relief to prevent
defendants from purchasing the notes. The Court initially imposed a temporary
restraining order. Defendants then supplemented the tender offer disclosures.
The Court conducted a hearing on the disclosures and other matters raised by
Reliance. It then denied plaintiffs' motion for a preliminary injunction and
ordered dissolution of its temporary restraining order following dissemination
of the supplement.
Reliance took an immediate appeal to the United States Court of Appeals for
the Second Circuit and sought a stay to restrain defendants from purchasing
notes during the pendency of the appeal. On January 30, 2001, the Court of
Appeals denied plaintiff's stay application. On January 30, Reliance also sought
a further temporary restraining order from the District Court. The Court
considered the matter and reimposed its original restraint until noon the next
day, at which time the restraint was dissolved. The appeal was argued on March 9
and denied on March 22.
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