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
[ ] Definitive Additional Materials
[X] 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)
BFMA HOLDING CORPORATION
MARIETTA CORPORATION
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(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:
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(1) Aggregate number of securities to which transaction
applies:
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(1) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11:
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(1) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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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(1) Form, Schedule or Registration Statement No.:
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(1) Filing Party:
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(1) Date Filed:
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SCHEDULE 13D FILING MADE
BY BFMA HOLDING CORPORATION
AND MARIETTA CORPORATION
On June 6, 2002, BFMA Holding Corporation ("BFMA") and Marietta
Corporation ("Marietta") filed Amendment No. 11 to the statement on Schedule 13D
with respect to its equity ownership in Morton's Restaurant Group, Inc.
("Morton's"). The text of Item 4 discloses the following information:
On June 6, 2002, BFMA and Marietta jointly filed a preliminary proxy
statement with the Securities and Exchange Commission with respect to the
Special Meeting of Stockholders of Morton's, the date and location of which is
yet to be announced.
BFMA is currently planning to solicit proxies to oppose the sale
transaction between Morton's and an affiliate of John Castle, a director of
Morton's (the "Castle Harlan Offer"), which was approved by Morton's Board of
Directors. There are two offers to acquire Morton's: (1) the Castle Harlan Offer
to acquire Morton's for $12.60 per share in cash and (2) an offer made by Carl
Icahn but not yet approved or rejected by the Morton's Board of Directors to
acquire Morton's for $13.50 per share in cash.
INFORMATION CONCERNING PARTICIPANTS
BFMA, Marietta and certain other persons named below may be deemed to
be participants in the solicitation of proxies in respect of (1) the opposition
to the sale of Morton's to an affiliate of John Castle, a director of Morton's
and (2) the election of Richard A. Bloom, Charles W. Miersch and Logan D.
Delany, Jr. as Directors of Morton's.
NAME RELATIONSHIP TO BFMA OR MARIETTA
Barry W. Florescue Chief Executive Officer and Director of BFMA and Marietta;
President of BFMA
Richard A. Bloom President and Chief Operating Officer of Marietta and
Director of BFMA and Marietta and nominee for director
of Morton's
Philip A. Shager Senior Vice President, Chief Financial Officer and Treasurer
of BFMA and Marietta
Ronald C. DeMeo Senior Vice President of Sales and Marketing of Marietta
David P. Hempson Senior Vice President of Operations of Marietta
Logan D. Delany, Jr. Director of BFMA and Marietta and nominee for director of
Morton's
Charles W. Miersch Director of BFMA and Marietta and nominee for director of
Morton's
Ned L. Siegel Director of BFMA and Marietta
Charles I. Weissman Assistant Secretary and Director of BFMA and Marietta
As of June 6, 2002, BFMA beneficially owns 488,500 shares of common
stock of Morton's ("Common Stock"), which represents approximately 11.7% of
issued and outstanding Common Stock (based on the number of securities contained
in Morton's most recently available filing with the Securities and Exchange
Commission). In addition, as of June 6, 2002, Barry Florescue ("Florescue")
beneficially owns 517,600 shares of Common Stock, which represents approximately
12.4% percent of issued and outstanding Common Stock (based on the number of
securities contained in Morton's most recently available filing with the
Securities and Exchange Commission), which includes 488,500 shares of Common
Stock for which BFMA has sole voting power and sole dispositive power and an
additional 29,100 shares of Common Stock which Florescue Family Corporation
("FFC") has sole voting power and sole dispositive power.
As of June 6, 2002, Florescue and Ned S. Siegel are deemed to be the
joint beneficial owners of 56,300 shares of Common Stock, which represents
approximately 1.3% percent of issued and outstanding Common Stock (based on the
number of securities contained in Morton's most recently available filing with
the Securities and Exchange Commission).
As of June 6, 2002, Richard A. Bloom beneficially owns 10,000 shares of
Common Stock, which represents less then one percent of issued and outstanding
Common Stock of Morton's (based on the number of securities contained in
Morton's most recently available filing with the Securities and Exchange
Commission).
As of June 6, 2002, Charles W. Miersch beneficially owns 1,000 shares
of Common Stock, which represents less then one percent of issued and
outstanding Common Stock of the Morton's (based on the number of securities
contained in the Morton's most recently available filing with the Securities and
Exchange Commission).
As of June 6, 2002, Marietta does not beneficially own any shares of
Common Stock of Morton's.
No other person listed above (or their associates, other than BFMA)
currently directly or indirectly own any securities of Morton's, either
beneficially or of record, except indirectly through their ownership of
securities of BFMA. BFMA owns 100% of Marietta common stock. Collectively, the
directors and executive officers of BFMA beneficially own approximately 83% of
the outstanding shares of BFMA common stock.
SECURITIES LAW LEGEND
ON JUNE 6, 2002, BFMA HOLDING CORPORATION AND MARIETTA CORPORATION
FILED A PRELIMINARY PROXY STATEMENT CONTAINING INFORMATION ABOUT BFMA AND
MARIETTA, BFMA'S AND MARIETTA'S OPPOSITION TO THE SALE OF MORTON'S TO AN
AFFILIATE OF JOHN CASTLE, A DIRECTOR OF MORTON'S (THE "CASTLE HARLAN OFFER") AND
RELATED MATTERS. BFMA AND MARIETTA ANTICIPATE THAT THEY WILL CAUSE THEIR
DEFINITIVE PROXY STATEMENT AND THE RELATED FORM OF PROXY TO BE MAILED TO YOU
WHEN COMPLETED. BFMA AND MARIETTA INTEND TO SEND A COPY OF THE DEFINITIVE PROXY
STATEMENT TO STOCKHOLDERS TO SOLICIT PROXIES IN OPPOSITION TO THE CASTLE HARLAN
OFFER.
IN ADDITION, MORTON'S PUBLIC STATEMENTS SUGGESTS THAT IT WILL ONLY HOLD
A MEETING TO ELECT DIRECTORS IN THE EVENT THAT THE STOCKHOLDERS REJECT THE
CASTLE HARLAN OFFER. NEITHER BFMA NOR MARIETTA IS SOLICITING PROXIES TO ELECT
DIRECTORS AT THIS TIME. IN THE EVENT THAT MORTON'S CHOOSES OR IS REQUIRED TO
HOLD A MEETING TO ELECT DIRECTORS, BFMA AND MARIETTA ALSO CURRENTLY INTENDS TO
SOLICIT PROXIES TO ELECT ITS SLATE OF DIRECTORS. IN THAT EVENT, BFMA AND
MARIETTA WILL PREPARE AND CAUSE A PROXY STATEMENT AND THE RELATED FORM OF PROXY
TO BE MAILED TO YOU, IF AND WHEN COMPLETED.
YOU SHOULD READ THE PROXY STATEMENT(S), IF AND WHEN AVAILABLE, TO
OBTAIN INFORMATION ABOUT BFMA, MARIETTA, THEIR RESPECTIVE OFFICERS AND
DIRECTORS, INCLUDING RICHARD A. BLOOM, CHARLES W. MIERSCH AND LOGAN D. DELANY,
JR., MORTON'S AND THE CASTLE HARLAN OFFER. A COPY OF THE PROXY STATEMENT(S) AND
OTHER RELATED DOCUMENTS PREPARED BY OR ON BEHALF OF BFMA AND MARIETTA AND FILED
WITH THE SEC WILL BE AVAILABLE FOR FREE, EITHER AT THE WEB SITE OF THE SEC ( OR
FROM BFMA BY WRITING TO: BFMA HOLDING CORPORATION, 50 EAST SAMPLE ROAD, SUITE
400, POMPANO BEACH, FL 33064, ATTENTION: SECRETARY.