FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period June 30, 1996
ended ---------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-12692
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MORTON'S RESTAURANT GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3490149
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(State or other jurisdiction of incorporation (I.R.S. employer
or organization) identification no.)
3333 New Hyde Park Road, Suite 210, New Hyde Park, New York 11042
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(Address of principal executive offices) (zip code)
516-627-1515
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
As of August 5, 1996, the registrant had 6,415,523 Shares of its Common Stock,
$.01 par value, issued and outstanding.
(1)
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
INDEX
Part I - Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995 3-4
Consolidated Statements of Income for the three and
six month periods ended June 30, 1996 and July 2, 1995 5
Consolidated Statements of Cash Flows for the six month
periods ended June 30, 1996 and July 2, 1995 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-13
Part II - Other Information
Item 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Stockholders 14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
(2)
Item 1. Financial Statements
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(amounts in thousands)
June 30, December 31,
1996 1995
---- -----
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 2,045 2,351
Accounts receivable 1,296 2,575
Inventories 3,934 3,465
Landlord construction receivables,
prepaid expenses and other current assets 2,505 2,157
Deferred income taxes 1,780 2,280
Assets held for sale 21,602 22,583
------- -------
Total current assets 33,162 35,411
Property and equipment, at cost:
Furniture, fixtures and equipment 11,892 8,304
Leasehold improvements 12,838 7,050
Construction in progress 417 6,618
------- -------
25,147 21,972
Less accumulated depreciation and amortization 3,305 2,593
------- -------
Net property and equipment 21,842 19,379
------- -------
Intangible assets, net of accumulated amortization
of $2,854 at June 30,1996 and $2,654 at
December 31, 1995 13,141 13,341
Other assets and deferred expenses, net of accumulated
amortization of $3,000 at June 30, 1996 and $1,306 at
December 31, 1995 6,128 5,057
------- -------
$74,273 73,188
======= =======
(Continued)
(3)
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets, Continued
(amounts in thousands, except share data)
June 30, December 31,
1996 1995
---- ----
(unaudited)
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 4,606 6,904
Accrued expenses 4,888 4,499
Accrued income taxes 577 538
Current portion of note payable to related party -- 483
Liabilities related to assets held for sale 11,276 13,995
------- -------
Total current liabilities 21,347 26,419
Bank debt 25,950 23,650
Other liabilities 5,110 4,079
------- -------
Total liabilities 52,407 54,148
------- -------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value per share.
Authorized 3,000,000 shares, no shares issued
or outstanding - -
Common stock, $.01 par value per share. Authorized
25,000,000 shares, issued and outstanding
6,415,523 shares at June 30, 1996 and
6,367,093 shares at December 31, 1995 64 64
Nonvoting common stock, $.01 par value per share.
Authorized 3,000,000 shares, no shares issued or
outstanding - -
Additional paid-in capital 61,360 61,350
Accumulated deficit (39,558) (42,374)
------ --------
Total stockholders' equity 21,866 19,040
------- -------
$ 74,273 73,188
======== =======
See accompanying notes to consolidated financial statements.
(4)
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(amounts in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
---- ---- ---- ----
(unaudited) (unaudited)
Revenues $ 46,476 41,509 95,345 85,551
Food and beverage costs 15,639 13,823 31,910 28,531
Restaurant operating expenses 22,702 20,722 46,237 42,062
Depreciation, amortization and other
non-cash charges 1,306 1,478 2,900 3,430
General and administrative expenses 3,544 3,227 7,246 6,618
Marketing and promotional expenses 1,014 743 2,152 1,485
Interest expense, net 574 451 1,144 874
------- ------- -------- -------
Income before income taxes 1,697 1,065 3,756 2,551
Income tax expense 425 25 940 125
------- -------- -------- -------
Net income $ 1,272 1,040 2,816 2,426
======= ======== ======== =======
Income per share $ 0.19 0.16 0.42 0.37
======= ======== ======== =======
Weighted average shares outstanding 6,807 6,638 6,773 6,635
======= ======== ======== =======
See accompanying notes to consolidated financial statements.
(5)
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(amounts in thousands)
Six Months Ended
June 30, July 2,
1996 1995
---- ----
(unaudited)
Cash flows from operating activities:
Net income $ 2,816 2,426
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation, amortization and other non-cash charges 2,900 3,430
Deferred income taxes 500 -
Change in assets and liabilities:
Accounts receivable 1,708 (633)
Inventories (369) (397)
Prepaid expenses and other assets (303) (300)
Accounts payable, accrued expenses and other (4,095) (5,418)
liabilities
Accrued income taxes (39) (362)
-------- -------
Net cash provided (used) by operating activities 3,118 (1,254)
-------- -------
Cash flows from investing activities:
Purchases of property and equipment, net (2,527) (2,292)
Payments for start-up costs, licenses and other
deferred expenses (2,724) (1,537)
--------- --------
Net cash used by investing activities (5,251) (3,829)
--------- --------
Cash flows from financing activities:
Increase in bank overdraft - 1,544
Principal reduction on bank debt (2,100) (150)
Proceeds from bank debt 4,400 4,025
Payments on note payable to related party (483) (508)
Net proceeds from issuance of stock 10 -
-------- -------
Net cash provided by financing activities 1,827 4,911
-------- -------
Net decrease in cash and cash equivalents (306) (172)
Cash and cash equivalents at beginning of period 2,351 4,031
-------- -------
Cash and cash equivalents at end of period $ 2,045 3,859
======== =======
See accompanying notes to consolidated financial statements.
(6)
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 1996 and July 2, 1995
1) The accompanying unaudited, consolidated financial statements have been
prepared in accordance with instructions to Form 10-Q and, therefore, do not
include all information and footnotes normally included in financial statements
prepared in conformity with generally accepted accounting principles. They
should be read in conjunction with the consolidated financial statements of
Morton's Restaurant Group, Inc., formerly known as Quantum Restaurant Group,
Inc., (the "Company") for the fiscal year ended December 31, 1995, filed by the
Company on Form 10-K with the Securities and Exchange Commission on March 29,
1996.
The accompanying financial statements are unaudited and include all
adjustments (consisting of normal recurring adjustments and accruals) that
management considers necessary for a fair presentation of its financial position
and results of operations for the interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the results
that may be expected for the entire year.
On May 9, 1996, at the Company's Annual Meeting of Stockholders, the
stockholders voted to change the name of the Company from Quantum Restaurant
Group, Inc. to Morton's Restaurant Group, Inc.
The Company uses a fiscal reporting period ending on the closest Sunday to
December 31. The fiscal year consists of 52 weeks and approximately every six or
seven years, a 53rd week will be added.
2) For the purposes of the consolidated statements of cash flows, the Company
considers all highly liquid instruments purchased with a maturity of three
months or less to be cash equivalents. The Company paid cash interest and fees,
net of amounts capitalized, of approximately $1,004,000 and $890,000, and income
taxes of approximately $506,000 and $442,000, for the six months ended June 30,
1996 and July 2, 1995, respectively. During the first six months of 1996, the
Company entered into capital lease arrangements of approximately $1,100,000 for
restaurant equipment.
3) Effective January 2, 1995, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of " ("Statement 121").
During the second quarter of fiscal 1995, the Company approved a plan for
the sale of Peasant Holding Corp. ("Peasant Holding"), the holding company for
Mick's Restaurants, Inc., ("Mick's") and The Peasant Restaurants,
Inc.("Peasant"). Pursuant to Statement 121, the Company discontinued
depreciating fixed assets and amortizing goodwill relating to Mick's and Peasant
in April 1995. The amount of such depreciation and amortization for the
corresponding first three months of fiscal 1995 approximated $364,000.
Coincident with the Company's approval of the plan of sale, the assets held
for sale and related liabilities for Mick's and Peasant have been reclassified
as "Assets held for sale" and "Liabilities related to assets held for sale" when
the Company reports its financial position. The accompanying consolidated
balance sheets include the following components:
(7)
June 30, December 31,
1996 1995
-------- --------
(amounts in thousands, unaudited)
Current assets $ 2,125 $ 2,686
Net property and equipment 13,206 13,851
Unamortized goodwill 8,077 8,077
Other assets 2,906 4,089
Deferred tax assets 2,180 2,180
Write-down of carrying values (6,892) (8,300)
-------- --------
Assets held for sale 21,602 22,583
-------- --------
Current liabilities 4,089 3,470
Other liabilities 2,855 3,325
Lease exit costs 4,332 7,200
-------- --------
Liabilities related to assets
held for sale 11,276 13,995
-------- --------
Net assets held for sale $ 10,326 $ 8,588
======== ========
The following represents the combined results of Mick's and Peasant for the
periods ended June 30, 1996 and July 2, 1995. Interest expense was not
allocated.
Six Months Ended
June 30, July 2,
1996 1995
-------- ------
(amounts in thousands,
unaudited)
Revenues $ 28,451 $ 32,363
Food and beverage costs 8,395 9,466
Restaurant operating expense 17,948 18,938
Depreciation, amortization and other
non-cash charges 103 1,846
General and administrative expenses 2,053 2,257
Marketing and promotional expenses 561 464
-------- --------
Loss before income taxes $ (609) $ (608)
======== ========
Management had been actively seeking potential buyers for the sale of all
Mick's and Peasant restaurants and in the fourth quarter of fiscal 1995 engaged
an investment banking firm to assist with the sale. Although marketing efforts
concentrated on selling all of the Mick's and Peasant restaurants, sales
materials indicated that a partial sale would be considered. As of July 1996,
interest received for the majority of the restaurants indicates that the related
net assets at June 30, 1996 are recoverable. No meaningful offers were received
for the remaining restaurants (the "Remaining Restaurants"). Cash flow analyses
prepared by management for the Remaining Restaurants indicate that it would be
less costly to close such restaurants in an orderly fashion in the near future,
rather than continue to operate them through the end of their respective lease
terms. Accordingly, assets of $8,300,000 related to the Remaining Restaurants
were written off and expenses of $7,200,000, representing management's estimate
of the expected costs to terminate related leases, were accrued at December 31,
1995. During fiscal 1996,
(8)
restaurant occupancy expense of approximately $600,000 for the Remaining
Restaurants has been charged against the accrual for lease exit costs. During
the second quarter of fiscal 1996, three Mick's restaurants and one Peasant
restaurant were closed and during July 1996, two more Mick's restaurants were
closed. Net assets held for sale at June 30, 1996 consist of net assets of
$15,600,000 related to the majority of the restaurants and net liabilities of
$5,300,000 related to the Remaining Restaurants.
The write-down and related charges for net assets held for sale reflect
management's best estimate of the costs expected to be incurred in connection
with the disposition of the Remaining Restaurants. As a result of the numerous
uncertainties which may impact the actual costs to be incurred by the Company,
such costs may differ from the current estimates used by management.
4) The Company is involved in various legal actions. See "Part II - Other
Information, Item 1. Legal Proceedings" on page 14 of this Form 10-Q for a
discussion of these legal actions.
(9)
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Revenues increased $5.0 million, or 12.0%, to $46.5 million for the three
month period ended June 30, 1996, from $41.5 million during the comparable 1995
period. Of the increase, $4.6 million was attributable to incremental restaurant
revenues from eight new restaurants opened after January 1, 1995 and $1.1
million, or 2.8%, was attributable to additional comparable revenues from
restaurants open all of both periods. Offsetting these increases was a reduction
of $0.7 million from Mick's and Peasant restaurants closed during the period.
Average revenues per restaurant open for a full period increased 7.0%.
Revenues increased $9.8 million, or 11.4%, to $95.3 million for the six
month period ended June 30, 1996, from $85.6 million during the comparable 1995
period. Of the increase, $8.8 million was attributable to incremental restaurant
revenues from eight new restaurants opened after January 1, 1995 and $1.7
million, or 2.1%, was attributable to additional comparable revenues from
restaurants open all of both periods. Offsetting these increases was a reduction
of $0.7 million from Mick's and Peasant restaurants closed during the period.
Average revenues per restaurant open for a full period increased 4.8%. In
addition, higher revenues for the first six months of fiscal 1996 reflect the
impact of price increases of approximately 2% in April, 1995 for Mick's and
Peasant Restaurant Groups. The Company operated 71 and 68 restaurants as of June
30, 1996 and July 2, 1995, respectively.
Mick's and Peasant restaurants have generated lower than anticipated
revenues which are adversely impacting average restaurant revenues and earnings
trends. Additionally, as reflected in the table below, the 1996 period was
adversely impacted by declines in the comparable restaurant revenues in the
Mick's and Peasant groups, offset by increases in the Morton's and Bertolini's
groups. The Atlanta market, where 22 of the Company's restaurants are located,
has become increasingly competitive and may continue to adversely impact
comparable restaurant revenues and operating results. As discussed in Note 3 to
the accompanying consolidated financial statements, the Company approved a plan
for the sale of the Mick's and Peasant restaurant groups. Operating results for
Mick's and Peasant during the period they are being held for sale may continue
to be adversely impacted.
Percentage changes in comparable restaurant revenues for the three and six
month periods ended June 30, 1996 versus July 2, 1995 for restaurants open all
of both periods are as follows:
Three Months Six Months
Ended June 30, 1996 Ended June 30, 1996
Percentage Change Percentage Change
----------------- -----------------
Morton's 10.5% 10.2%
Bertolini's 3.3% 6.1%
Mick's -6.9% -9.9%
Peasant -13.3% -10.7%
Total 2.8% 2.1%
The Company believes that revenues for the first quarter of 1996 were
adversely affected by severe winter storms in January 1996.
(10)
Food and beverage costs increased from $13.8 million for the three month
period ended July 2, 1995 to $15.6 million for the three month period ended June
30, 1996 and increased from $28.5 million for the six month period ended July 2,
1995 to $31.9 for the six month period ended June 30, 1996. These costs as a
percentage of revenues increased 0.4% and 0.1% for the respective three and six
month periods.
Restaurant operating expenses which include labor, occupancy and other
operating expenses increased from $20.7 million for the three month period ended
July 2, 1995 to $22.7 million for the three month period ended June 30, 1996, an
increase of $2.0 million. For the six months ended June 30, 1996, these costs
increased from $42.1 million during the 1995 period, to $46.2 million for the
comparable 1996 period. Those costs as a percentage of revenues decreased 1.1%
from 49.9% for the three month period ended July 2, 1995 to 48.8% for the three
month period ended June 30, 1996 and decreased 0.7% from 49.2% for the six month
period ended July 2, 1995, to 48.5% for the comparable 1996 period. During
fiscal 1996, restaurant occupancy expense of approximately $600,000 for the
Remaining Restaurants has been charged against the accrual for lease exit costs.
The 1996 period increase in costs relates to the added costs of operating eight
additional restaurants opened after January 1, 1995.
Depreciation, amortization and other non-cash charges decreased from $1.5
million for the three month period ended July 2, 1995 to $1.3 million for the
three month period ended June 30, 1996, and decreased from 3.6% of revenues to
2.8%, respectively. For the six months ended June 30, 1996, such costs were $2.9
million verses $3.4 million for the comparable 1995 period. The 1996 six month
period decrease is due to the exclusion of 1995 first quarter depreciation and
amortization related to Mick's and Peasant of approximately $0.4 million. Such
depreciation and amortization was discontinued in the second quarter of 1995
pursuant to Statement 121 (see Note 3).
General and administrative expenses for the three month period ended June
30, 1996 were $3.5 million, an increase of $0.3 million as compared with the
three month period ended July 2, 1995. For the six months ended June 30, 1996,
such costs were $7.2 million versus $6.6 million for the comparable 1995 period.
Such costs as a percentage of revenues were 7.6% for the three month period
ended June 30, 1996, a decrease of 0.2% from the three month period ended July
2, 1995 and 7.6% of revenues for the six months ended June 30, 1996, a decrease
of 0.1% from the six months ended July 2, 1995. The increase in such expense is
driven by incremental costs associated with increased restaurant development.
Marketing and promotional expenses were $1.0 million, or 2.2% of revenues,
for the three month period ended June 30, 1996, compared to $0.7 million, or
1.8% of revenues for the three month period ended July 2, 1995. For the six
months ended June 30, 1996, these costs were $2.2 million, or 2.3% of revenues,
as compared to $1.5 million, or 1.7% of revenues, for the comparable 1995
period. The increase is driven by incremental costs associated with increased
restaurant development.
Interest expense, net of interest income, increased to $0.6 million and
$1.1 million, respectively for the three and six month periods ended June 30,
1996 from $0.5 million and $0.9 million, respectively for the three and six
month periods ended July 2, 1995. The increase is a result of higher outstanding
debt balances and higher interest rates.
Income tax expense of $940,000 for the six month period ended June 30, 1996
predominantly represents state income taxes as well as Federal income taxes,
which were partially offset by the utilization of the Company's net operating
loss carryforwards and the establishment of additional deferred tax assets
relating to FICA and other tax credits that were generated during fiscal 1996.
(11)
Liquidity and Capital Resources
In the past, the Company has had, and may have in the future, negative
working capital balances. The Company does not have significant receivables or
inventories and receives trade credit based upon negotiated terms in purchasing
food and supplies. Funds available from cash sales not needed immediately to pay
for food and supplies or to finance receivables or inventories were used for
noncurrent capital expenditures and or payments of long-term debt balances under
revolving credit agreements.
The Company and The First National Bank of Boston (FNBB) entered into the
Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 19, 1995, as amended in February, March and June 1996 (collectively the
"Credit Agreement"), pursuant to which the Company's then existing credit
facility was restructured and amended to, among other things, increase the
credit facility from $25,000,000 to $30,000,000, consisting of a $15,000,000
term loan (the "Term Loan") and a $15,000,000 revolving credit facility (the
"Revolving Credit Facility") and to extend the final maturity date one year to
December 31, 2001. Loans made pursuant to the Credit Agreement bear interest at
a rate equal to the lender's base rate (plus applicable margin) or, at the
Company's option, the Eurodollar Rate (plus applicable margin). At June 30,
1996, the Company's applicable margin, calculated pursuant to the Credit
Agreement, was 0.25% on base rate loans and 2.25% on Eurodollar Rate loans. The
Company has no outstanding futures contracts or interest rate hedge agreements.
As of June 30, 1996 and December 31, 1995, the Company had outstanding
borrowings of $25,950,000 and $23,650,000, respectively, under the Credit
Agreement. At June 30, 1996, $444,000 was restricted for letters of credit
issued by the lender on behalf of the Company. Unrestricted and undrawn funds
available to the Company under the Credit Agreement were $3,606,000. The
weighted average interest rate on all bank borrowings on June 30, 1996 was 7.8%.
In addition, the Company is obligated to pay fees of 0.25% on unused loan
commitments less than $10,000,000, 0.375% on unused loan commitments greater
than $10,000,000 and a per annum letter of credit fee (based on the face amount
thereof) equal to the applicable margin on the Eurodollar Rate loans.
The availability under the Credit Agreement is scheduled to reduce by
$800,000 on September 30, 1997 and thereafter principal installments on the Term
Loan of $800,000 each will be due at the end of each calendar quarter through
December 31, 2001. The Revolving Credit Facility will be payable in full on
December 31, 2001. Borrowings under the Credit Agreement are secured by all
tangible and intangible assets of the Company. Total amounts of principal
payable by the Company under the Credit Agreement during the five years
subsequent to June 30, 1996 amount to $0 in 1996, $1,600,000 in 1997, $3,200,000
in 1998, $3,200,000 in 1999, $3,200,000 in 2000 and $14,750,000 in 2001. As
stated in Note 3 to the accompanying consolidated financial statements, the
Company approved a plan for the sale of Mick's and Peasant. Under the terms of
the Company's Credit Agreement, net proceeds from such sale will be required to
be used to reduce the Company's outstanding debt.
The Credit Agreement contains certain restrictive covenants with respect to
the Company that, among other things, create limitations (subject to certain
exceptions) on: (i) the incurrence or existence of additional indebtedness or
the granting of liens on assets or contingent obligations; (ii) the making of
investments in any person; (iii) mergers, dispositions of assets or
consolidations; (iv) prepayment of certain other indebtedness; (v) making
capital expenditures above specified amounts; and (vi) the ability to make
certain fundamental changes or to change materially the present method of
conducting the Company's business. The Credit Agreement also requires the
Company to satisfy certain financial ratios and tests. As of June 30, 1996, the
Company believes it was in compliance with such covenants.
(12)
During the first six months of fiscal 1996, the Company's net investment in
fixed assets, capitalized leases, and related investment costs approximated $6.2
million. The Company estimates that it will expend up to an aggregate of $11.0
million in 1996 to finance pre-opening costs and capital expenditures net of
landlord development and rent allowances and net of equipment lease financing
for new restaurants and ordinary refurbishment of existing restaurants. The
Company has entered into various equipment lease financing agreements with
several financial institutions of which approximately $7.1 million in the
aggregate has been funded through July 1996 and $7.0 million in the aggregate is
available for future fundings. The Company anticipates that funds generated
through operations and funds available through equipment lease commitments as
well as those available under the Credit Agreement will be sufficient to fund
planned expansion and to meet obligations under the Company's notes payable.
Forward-Looking Statements
Except for the historical information contained in this Form 10-Q, certain
statements made herein are forward-looking statements that involve risks and
uncertainties and are subject to important factors that could cause actual
results to differ materially from these forward-looking statements, including
without limitation, the effect of economic and market conditions, the impact of
competitive activities, the Company's expansion plans, restaurant profitability
levels and other risks detailed in the Company's public reports and SEC filings.
(13)
MORTON'S RESTAURANT GROUP, INC. AND SUBSIDIARIES
Part II - Other Information
Item 1. Legal Proceedings
The Company is involved in various legal actions incidental to the normal
conduct of its business. Management does not believe that the ultimate
resolution of these actions will have a material adverse affect on the Company's
consolidated financial position, equity, results of operations, liquidity and
capital resources.
Item 4. Submission of Matters to a Vote of Stockholders
The Company's 1996 Annual Meeting of Stockholders was held on May 9, 1996,
for the following purposes: (i) to elect three directors to Class 1 of the Board
of Directors to serve three-year terms and until their successors are duly
elected and qualified, (ii) to consider and act upon a proposal to amend the
Company's Certificate of Incorporation to change the name of the Company from
Quantum Restaurant Group, Inc. to Morton's Restaurant Group, Inc. (iii) to
ratify the re-appointment of KPMG Peat Marwick LLP as the independent auditors
of the Company for the fiscal year ending December 29, 1996. Shares were voted
on each such matter as follows:
Election of Directors
Name Robert Barney
----
For: 5,987,167
Withheld: 136,500
Name Dianne H. Russell
----
For: 5,987,067
Withheld: 136,600
Name Alan A. Teran
----
For: 5,987,117
Withheld: 136,550
Approval of the Amendment to the Company's Certificate of Incorporation
For: 6,117,682
Against: 4,985
Abstain: 1,000
Ratification and Approval of KPMG Peat Marwick LLP
For: 6,115,567
Against: 5,600
Abstain: 2,500
In addition, David B. Pittaway, William L. Hyde, Jr., and Dr. John J.
Connolly will continue to serve as Class 2 directors until the election and
qualification of their successors at the 1997 Annual Meeting of Stockholders.
Allen J. Bernstein and John K. Castle will continue to serve as Class 3
directors until the election and qualification of their successors at the 1998
Annual Meeting of Stockholders.
(14)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
3.01 (d) Second Amendment to the Amended and Restated Certificate of
Incorporation of the Registrant.
4.01 (b) Specimen Certificate representing the Common Stock, par value
$.01 per share including Rights Legend and name change to
Morton's Restaurant Group, Inc.
4.04 (e) Third Amendment to the Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated June 28, 1996 among the
Registrant, The Peasant Restaurants, Inc., Morton's of Chicago,
Inc. and The First National Bank of Boston, individually and as
agent.
27.00 Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter for which this report
was filed.
(15)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORTON'S RESTAURANT GROUP, INC.
----------------------------------------
(Registrant)
Date August 13, 1996
---------------
By: /s/ ALLEN J. BERNSTEIN
----------------------------------------
Allen J. Bernstein
Chairman of the Board and Chief
Executive Officer
Date August 13, 1996 By: /s/ THOMAS J. BALDWIN
---------------- ----------------------------------------
Thomas J. Baldwin
Senior Vice President, Finance and
Chief Financial Officer
(16)