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
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
MORTON'S RESTAURANT GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
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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)(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 (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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/X/ 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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[LOGO]
MORTON'S RESTAURANT GROUP, INC.
3333 New Hyde Park Road
New Hyde Park, New York 11042
July 17, 2002
Dear Morton's Stockholder:
TIME IS SHORT: TO ENSURE THAT YOUR VOTE IS COUNTED IN FAVOR OF RECEIVING
$17.00 PER SHARE IN CASH, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
WHITE PROXY CARD TODAY.
$17.00 CASH PER SHARE
On July 15, 2002, Castle Harlan increased its offer for Morton's to $17.00
cash per share--the result of an active bidding process involving an affiliate
of Carl C. Icahn. The competing bids followed an open, fair and thorough
year-long effort to address stockholders' desire for liquidity and value
realization.
Castle Harlan's $17.00 per share cash offer represents:
- A premium of 49% over the closing market price of $11.44 on March 25,
2002, the last full trading day before the parties entered into the
original merger agreement, and a premium of 158% over the closing market
price of $6.60 on February 14, 2002, the last full trading day before
Castle Harlan submitted its initial proposal to acquire Morton's; and
- Certain value, with significantly increased likelihood of completion soon
after approval by stockholders.
No higher offer has emerged after contact with over 30 potential buyers,
including Mr. Icahn, led by an independent Special Committee of the Board of
Directors.
You may receive additional proxy materials from persons other than the
Company. TO ENSURE THAT, AT THE SPECIAL MEETING OF STOCKHOLDERS SCHEDULED FOR
JULY 23, 2002, YOUR VOTE IS COUNTED IN FAVOR OF RECEIVING $17.00 PER SHARE IN
CASH, WE URGE YOU TO SIGN, DATE AND RETURN ONLY THE WHITE PROXY CARD.
If you have already returned your WHITE proxy card voting FOR approval of
the merger, please accept our sincere thanks for your support, and there is no
need for you to do anything further at this time to vote in favor of the merger
at the increased price. If you have not already returned your WHITE proxy card
or if you have previously voted AGAINST or to ABSTAIN with respect to the
earlier Castle Harlan offer, WE URGE YOU TO IMMEDIATELY VOTE FOR APPROVAL OF THE
MERGER IN LIGHT OF THE ENHANCED CASTLE HARLAN OFFER AND TO SIGN, DATE AND RETURN
THE ENCLOSED WHITE PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
Included with this letter is a detailed description of the background of the
merger since the date of our proxy materials, as well as updated information
regarding the parties' conclusion that the transaction is fair to Morton's
unaffiliated stockholders. Also included is a copy of our press release, issued
today, regarding our 2002 second quarter results.
If you have any questions or need assistance in voting your shares, please
call Georgeson Shareholder Communications at (866) 300-8590. This toll-free
stockholder assistance number is staffed Monday through Friday from 9:00 a.m.
until 8:00 p.m. (Eastern Daylight Time).
Sincerely,
/s/ Allen J. Bernstein
Allen J. Bernstein
Chief Executive Officer