SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / 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)
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From: KEKST AND COMPANY July 19, 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 FINANCIAL OFFICER,
MORTON'S RESTAURANT GROUP, INC.
INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS THAT
MORTON'S STOCKHOLDERS VOTE IN FAVOR OF CASTLE HARLAN OFFER
NEW HYDE PARK, NY.... Morton's Restaurant Group (NYSE: MRG) announced that
Institutional Shareholder Services (ISS) -- the nation's leading independent
proxy voting advisory firm -- today reaffirmed its recommendation that Morton's
stockholders vote in favor of the Company's merger agreement with Castle Harlan.
Following a review of the facts surrounding Morton's thorough sale process, ISS
concluded that, "Based on the market premium, the fairness opinion, and the
board's process in evaluating and responding to all offers, we believe the
merger agreement warrants shareholder support."
"We are very pleased with the ISS recommendation," said Allen J. Bernstein,
Morton's Chief Executive Officer. "We are particularly gratified that ISS
recognized that the Board's process in evaluating and responding to all offers
is an element that warrants stockholder support for the merger," Mr. Bernstein
continued. "We are pleased that the open, fair and thorough process conducted by
our Special Committee and Board of Directors has resulted in a $17.00 per share
cash offer for our stockholders. We look forward to the vote on the amended
merger agreement with Castle Harlan on July 23 at our Special Meeting."
The Company also announced that it has received all third party consents
necessary to complete the merger with Castle Harlan if stockholder approval is
received at the Special Meeting of stockholders scheduled for July 23, 2002.
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.
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 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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