SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
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 Section 240.14a-12
MORTON'S RESTAURANT GROUP, INC.
-------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BFMA HOLDING CORPORATION
-------------------------------------------------------------------------------
(Name of Persons(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:
-------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] 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:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
BFMA HOLDING CORPORATION
50 EAST SAMPLE ROAD, SUITE 400
POMPANO BEACH, FLORIDA 33064
PHONE: (800) 675-6115
FOR IMMEDIATE RELEASE:
CONTACT:
Michael Brinn Richard Bloom
Innisfree M&A Incorporated BFMA Holding Corporation
501 Madison Avenue c/o Marietta Corporation
20th Floor 37 Huntington Street
New York, New York 10022 Cortland, New York 13045
Call: (212) 750-8253 Call: (607) 756-0641
ISS RECOMMENDS MORTON'S SHAREHOLDERS
VOTE TO ELECT BFMA'S DISSIDENT SLATE OF DIRECTORS
Pompano Beach, Florida - May 7, 2001 - BFMA Holding Corporation announced
today that Institutional Shareholder Services (ISS), the nation's leading
provider of proxy voting and governance advice to major institutional investors,
has recommended that shareholders of Morton's Restaurant Group, Inc. (NYSE:MRG)
vote FOR BFMA's dissident slate of nominees at Morton's annual meeting on May
10, 2001. Last week, BFMA made a fully-financed offer to purchase Morton's for
$28.25 per share in cash.
The ISS recommendation stated: "To ensure that the company will consider a
sale in an expedient and fair manner to all shareholders, ISS believes that
shareholders should support the dissident slate of nominees." In reaching its
conclusion, the ISS report stated, "The critical issue to consider is whether or
not management will seriously consider the dissidents' offer or any other offer
for the company in a manner befitting the best interests of shareholders. Under
BFMA's bid, shareholders would receive at least $28.25 per share, which
represents an adequate premium over the company's stock price if the company
initiated a process to sell the company. It is indisputable that the board
cannot ignore the strategic alternative of selling the company as a means to
maximize shareholder value." The ISS report continued, "Given the company's lack
of liquidity in its shares, the unimpressive stock performance based on
three-year total shareholder returns and the increased competition in the
restaurant industry, ISS believes that a potential sale of the company should
seriously be considered by the board."
The ISS report continued, "Given BFMA's bid, we believe that shareholders
should be given the opportunity to evaluate the board's process in evaluating
the bid, a possible sale of the company, and the subsequent outcome of the
process." The ISS report further stated the ISS' belief that "the [BFMA]
dissidents have a single goal: to maximize shareholder value by exploring a sale
of the company to BFMA or the highest bidder."
ISS issued its report after considering the facts and holding
discussions with Tom Baldwin, Morton's CFO, and Mark Weingarten, Morton's
General Counsel, and with Barry W. Florescue, the principal of BFMA, and his
representatives.
Mr. Florescue commented that "It is clear that ISS saw the real
economic and corporate governance issues in this situation and was not
distracted by the campaign of misinformation and character attacks in which
Morton's management has engaged. BFMA is committed to paying no less than $28.25
per share and is willing to consider offering a higher price if Morton's
management and board are able to demonstrate value not apparent in the publicly
available information."
(End)
SECURITIES LAW LEGEND
A PROXY STATEMENT DATED APRIL 26, 2001, AS AMENDED MAY 4, 2001,
DESCRIBING BFMA'S SOLICITATION OF PROXIES TO ELECT CLASS 3 DIRECTORS WAS
PREPARED AND MAILED TO ALL SHAREHOLDERS. YOU SHOULD READ THE PROXY STATEMENT AND
THE AMENDMENT TO OBTAIN INFORMATION ABOUT BFMA HOLDING CORPORATION, ITS OFFICERS
AND DIRECTORS, INCLUDING RICHARD A. BLOOM, LOGAN D. DELANY, JR., AND CHARLES W.
MIERSCH. A COPY OF THE PROXY STATEMENT, THE AMENDMENT AND OTHER RELATED
DOCUMENTS PREPARED BY OR ON BEHALF OF BFMA AND FILED WITH THE SEC ARE AVAILABLE
FOR FREE, EITHER AT THE WEB SITE OF THE SEC (http://www.sec.gov) OR FROM BFMA
BY WRITING TO: BFMA HOLDING CORPORATION, 50 EAST SAMPLE ROAD, POMPANO
BEACH, FL 33064, ATTENTION: SECRETARY.