January 30, 2006
By facsimile to (212) 593-5955 and U.S. Mail
Mr. Thomas J. Baldwin
Chairman, Chief Executive Officer, and President
Morton`s Restaurant Group, Inc.
325 North LaSalle Street, Suite 500
Chicago, IL 60610
Re: Morton`s Restaurant Group, Inc.
Pre-effective Amendment 2 to Registration Statement on Form
S-1
Filed January 23, 2006
File No. 333-130072
Dear Mr. Baldwin:
We reviewed the filing and have the comments below.
1. You indicate in your response to prior comment 1 that you
intend
to file by amendment the underwriting agreement, the legality
opinion, and the new credit agreement. For the new credit
agreement,
you may wish to refer to prior comment 16 for guidance.
Recent Developments, page 3
2. We note your disclosure of total revenues for the period ended
January 1, 2006. We do not object to the presentation of revenue
for
this period. However, we believe that for full and balanced
disclosure purposes this information should be presented along
with
operating and net income amounts. Please revise your disclosure
or
eliminate the January 1, 2006 information, as appropriate.
Risk Factors, page 15
3. We note the "we cannot assure language" in new risk factor
three.
As noted in comment 10 in our December 28, 2005 letter, the risk
is
the situation described and not Morton`s inability to assure.
Please
revise.
Stock Purchase of Wilshire Restaurant Group, Inc.
4. Specify the dollar amount of return on capital that will be
cancelled in exchange for the transfer of securities by MHLLC to
Castle Harlan.
Financial Statements
5. As previously requested, please revise your historical
financial
statements and all related disclosures to give retroactive effect
to
the 10,098.5 for one stock split. Additionally, please add a note
to
the financial statements discussing this retroactive adjustment.
See
paragraph 54 of SFAS 128 and SAB Topic 4C.
Statements of Operations, pages F-5, F-43, F-62 and F-85
6. As previously requested, please revise each statement of
operations to include disclosure of earnings per share based on
your
actual share base and on a pro forma basis (for the last fiscal
year
end and interim period presented) based on your expected share
base
as a result of the offering. As the outstanding MHLLC units
represent shares issuable for no consideration, please include
exercisable units in the computation of basic EPS in accordance
with
paragraph 10 of SFAS 128, as applicable. Additionally, please
include a note to the financial statements disclosing a
reconciliation of the numerators and the denominators of the basic
and diluted per share computations for income from continuing
operations and those securities that could potentially dilute
basic
EPS in the future that were not included in the computation of
diluted EPS because to do so would have been anti-dilutive for the
period(s) presented. See paragraphs 6 and 40 of SFAS No. 128.
Closing
File an amendment to the S-1 and in response to the comments.
To expedite our review, Morton`s may wish to provide us three
marked
courtesy copies of the amendment. Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If
Morton`s
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter. We may have additional comments
after review of the amendment, the responses to the comments, and
any
supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since Morton`s and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If Morton`s requests acceleration of the registration
statement`s effectiveness, Morton`s should furnish a letter at the
time of the request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Morton`s from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.
* Morton`s may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that Morton`s provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Claire L.
Erlander, Staff Accountant, at (202) 551-3301 or Lynwood F. Shenk,
Assistant Chief Accountant, at (202) 551-
3380. You may direct questions on other comments and disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or
Christopher B. Edwards, Special Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Michael R. Littenberg, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Eric S. Haueter, Esq.
James O`Connor, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
Mr. Thomas J. Baldwin
January 30, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE