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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] 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
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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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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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BFMA HOLDING CORPORATION
PROXY STATEMENT
IN OPPOSITION TO THE
BOARD OF DIRECTORS OF
MORTON'S RESTAURANT GROUP, INC.
-------------------------------
2001 ANNUAL MEETING OF STOCKHOLDERS
OF
MORTON'S RESTAURANT GROUP, INC.
-------------------------------
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
This proxy statement and the enclosed BLUE proxy card are being furnished
to stockholders of Morton's Restaurant Group, Inc., a Delaware corporation
("Morton's" or the "Company"), by BFMA Holding Corporation, a Delaware
corporation, in connection with the solicitation of proxies from stockholders of
Morton's (the "Stockholders") to be used at the 2001 Annual Meeting of
Stockholders, including any adjournments or postponements thereof and any
special meeting which may be called in lieu thereof, to: (i) elect three (3)
persons (collectively, the "BFMA Nominees") nominated by BFMA for election as
Class 3 Directors to the Board of Directors of Morton's (the "Board"); and (ii)
to ratify the re-appointment of KPMG LLP, certified public accountants, as
Morton's independent auditors for the fiscal year ending December 30, 2001 (the
"KPMG Re-Appointment"). As nominees for director, Richard A. Bloom, Logan D.
Delany, Jr. and Charles W. Miersch are also deemed to be participants with BFMA
in this proxy solicitation.
The principal executive offices of Morton's are located at 3333 New Hyde
Park Road, New Hyde Park, New York 11042. This proxy statement and the BLUE
proxy card are first being furnished to the Stockholders on or about April ,
2001.
The Company has established with the New York Stock Exchange a record date
of March 22, 2001 for determining Stockholders entitled to notice of and to vote
at the Annual Meeting (the "Record Date") and May 10, 2001 as the date of the
Annual Meeting. Stockholders of record at the close of business on the Record
Date will be entitled to one vote at the Annual Meeting for each Share (as
defined herein) held on the Record Date. BFMA, together with all of the
participants in this solicitation, beneficially owns an aggregate of 389,400
shares of Morton's common stock, par value $.01 per share ("Share") which
represents approximately 9.3% of the Shares outstanding (based on the most
recent share information publicly disclosed by Morton's). BFMA and all of the
participants intend to vote all of their Shares for the election of the BFMA
Nominees and for the KPMG Re-Appointment.
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THIS SOLICITATION IS BEING MADE BY BFMA AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF MORTON'S.
BFMA is soliciting proxies because it believes that the election of the
BFMA Nominees represents the best means for the Stockholders to obtain
shareholder representation on the Board. If elected, the BFMA Nominees intend to
encourage the other Directors to explore strategic alternatives, including a
possible sale of the Company, as a way to maximize the value of the Shares. If
the Board does explore a possible sale of the Company, BFMA reserves its right
to make an offer to purchase the Company.
If elected, the BFMA Nominees will constitute a minority of the current
nine (9) members of the Board. Under Morton's Amended and Restated Bylaws, a
majority of the whole Board constitutes a quorum, and action may be taken by a
vote of a majority of the directors when a quorum is present. Accordingly, the
BFMA Nominees would not be in a position, without the support of at least two or
more of the incumbent members of the Board, to effect any action, including the
exploration of strategic alternatives. There can be no assurance that the
incumbent members of the Board will vote with the BFMA Nominees to explore
strategic alternatives. BFMA believes, however, that Stockholder support for the
BFMA Nominees set forth in this proxy statement may encourage the Board to
explore strategic alternatives, including a possible sale of the Company to
maximize the value of the Shares.
BFMA is soliciting proxies for the election of the BFMA Nominees to the
Board as Class 3 Directors and for the KPMG Re-Appointment. BFMA is not aware of
any other proposals to be brought before the Annual Meeting. However, should
other proposals be brought before the Annual Meeting of which BFMA is not made
aware within a reasonable amount of time prior to the Annual Meeting, the
persons named as proxies in the enclosed BLUE proxy card will vote on such
matters in their discretion.
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IMPORTANT!
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. BFMA
URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY TO VOTE
FOR THE ELECTION OF THE BFMA NOMINEES.
THE BFMA NOMINEES ARE COMMITTED, SUBJECT TO THEIR FIDUCIARY DUTIES TO
MORTON'S STOCKHOLDERS, TO GIVING ALL MORTON'S STOCKHOLDERS THE OPPORTUNITY TO
RECEIVE THE MAXIMUM VALUE FOR THEIR SHARES. A VOTE FOR THE BFMA NOMINEES WILL
ENABLE YOU -- AS THE OWNERS OF MORTON'S -- TO SEND A STRONG MESSAGE TO THE BOARD
THAT YOU ARE COMMITTED TO EXPLORING STRATEGIC ALTERNATIVES AS A MEANS OF
MAXIMIZING THE VALUE OF YOUR SHARES.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN AND DATE THE
ENCLOSED BLUE PROXY CARD AND RETURN IT TO BFMA, C/O INNISFREE M&A INCORPORATED,
IN THE ENCLOSED ENVELOPE TODAY. IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A
BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY
IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS.
ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT
THAT PERSON TO EXECUTE ON YOUR BEHALF THE BLUE PROXY CARD.
If you have any questions regarding your proxy, or need assistance in
voting your Shares, please call:
Innisfree M&A Incorporated
501 Madison Avenue
20th Floor
New York, New York 10022
Call toll-free: (888) 750-5834
Bankers and Brokers Call Collect: (212) 750-5833
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ELECTION OF CLASS 3 DIRECTORS
(PROPOSAL 1)
WHY YOU SHOULD VOTE FOR THE BFMA NOMINEES
BFMA believes that the election of the BFMA Nominees represents the best
means for the Stockholders to obtain shareholder representation on the Board. If
elected, the BFMA Nominees intend to encourage the other Directors to explore
strategic alternatives, including a possible sale of the Company, as a way to
maximize the value of their Shares.
IF ELECTED, THE BFMA NOMINEES WILL CONSTITUTE A MINORITY OF THE CURRENT
NINE (9) MEMBERS OF THE BOARD. UNDER MORTON'S AMENDED AND RESTATED BYLAWS, A
MAJORITY OF THE WHOLE BOARD CONSTITUTES A QUORUM, AND ACTION MAY BE TAKEN BY A
VOTE OF A MAJORITY OF THE DIRECTORS WHEN A QUORUM IS PRESENT. ACCORDINGLY, THE
BFMA NOMINEES WOULD NOT BE IN A POSITION, WITHOUT THE SUPPORT OF AT LEAST TWO
OTHER MEMBERS OF THE BOARD, TO EFFECT ANY ACTION, INCLUDING THE EXPLORATION OF
STRATEGIC ALTERNATIVES. THERE CAN BE NO ASSURANCE THAT THE INCUMBENT MEMBERS OF
THE BOARD WILL VOTE WITH THE BFMA NOMINEES TO EXPLORE STRATEGIC ALTERNATIVES TO
MAXIMIZE THE VALUE OF THE SHARES.
Nonetheless, if elected, the BFMA Nominees will, subject to their fiduciary
duties to the Stockholders, seek to convince other members of the Board to vote
with them to explore strategic alternatives, including a possible sale of the
Company. If the Board does explore a possible sale of the Company, BFMA reserves
its right to make an offer to purchase the Company.
THE BFMA NOMINEES
BFMA is proposing that the Stockholders elect the BFMA Nominees to the
Board at the Annual Meeting. Richard A. Bloom will be nominated to be elected to
succeed Thomas J. Baldwin, Logan D. Delany, Jr. will be nominated to be elected
to succeed John K. Castle and Charles W. Miersch will be nominated to be elected
to succeed Allen J. Bernstein (collectively, Messrs. Bloom, Delany and Miersch
are the "BFMA Nominees"), who are the current Class 3 directors (or any director
named to fill any vacancy created by the death, retirement, resignation or
removal of any such director) of Morton's.
Additional persons (who would be named after the solicitation of proxies)
will be nominated as substitute BFMA Nominees to be elected in the event that
any of the above-named BFMA Nominees are unable for any reason to serve as a
director or for good cause will not serve as a director, and BFMA does not learn
of this circumstance a reasonable time before the Annual Meeting.
The following table sets forth the name, business address, present
principal occupation, and employment and material occupations, positions,
offices, or employments for the past five years of the BFMA Nominees. See also
"Information About Participants". This information has been
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furnished to BFMA by the BFMA Nominees. Each person listed below is a citizen of
the United States.
Principal Occupation and Business
Name, Principal Business Address Experience During the Last Five Years;
and Age Current Directorships
- -------------------------------- --------------------------------------
Richard A. Bloom, Age 33 Senior Vice President-Strategic
c/o Marietta Corporation Development of Marietta Corporation since
37 Huntington Street September 1999 - Present
Cortland, New York 13045 Principal of Imperial Capital Group, LLC
and its predecessor (an investment bank)
until August 1999
Director of BFMA Holding Corporation 1996
-Present
Director of Marietta Corporation 1996-
Present
Logan D. Delany, Jr., Age 52 President of Delany Capital Management
41 North Broadway Corp. (a privately held investment
Irvington, New York 10533-1316 company and consulting firm) 1986-
Present
Chairman of the Board of EADmotors, Inc.
(a privately held manufacturer of
electric motors) 1986-Present
Chairman of the Board of HH Smith, Inc.
(a privately held manufacturer of
electrical connectors and electronic
hardware) 1986-Present
Chairman of the Board of Elinco, Inc. (a
privately held manufacturer of electric
motors) 1999-Present
Director of BFMA Holding Corporation
1996-Present
Director of Marietta Corporation
1996-Present
Director of AllVertical, Inc. (a
privately held Internet portal and web
hosting company) 2000-Present
Charles W. Miersch, Age 54 Senior Associate Dean for Corporate
2-217 Carol Simon Hall Relations and Institutional Advancement
University of Rochester at William E. Simon Graduate School of
Rochester, New York 14627-0102 Business Administration at the University
of Rochester 1984 - Present
Chairman of the Board of Century Bank (a
privately held federally chartered
savings bank) 1991- Present
Director of Century Financial Group (the
parent of Century Bank) 1988-Present
Director of BFMA Holding Corporation
1996-Present
Director of Marietta Corporation
1995-Present
None of the BFMA Nominees will receive any compensation from BFMA for their
services as a director of Morton's. BFMA has agreed to indemnify the BFMA
Nominees against any costs, expenses and other liabilities associated with his
nomination and the election contest. Each of
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Messrs. Bloom, Delany and Miersch have executed written consents agreeing to be
nominees for election to the Board and to serve as a director if so elected.
None of the BFMA Nominees have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors) over the past ten years.
According to Morton's Definitive Proxy Statement, filed April 4, 2001 ("Morton's
Definitive Proxy"), each non-officer director of Morton's is entitled to receive
directors' fees at the rate of $15,000 per year. All directors are reimbursed
for actual expenses incurred in connection with attendance at meetings of the
Board or committees of the Board.
Neither BFMA nor any of the BFMA Nominees is adverse to Morton's or any of
its subsidiaries in any material pending legal proceedings.
BFMA does not expect that the BFMA Nominees will be unable to stand for
election but, in the event that any such person is unable to do so or for good
cause will not serve, and BFMA does not learn of this circumstance a reasonable
time before the Annual Meeting, the Shares represented by the enclosed BLUE
proxy card will be voted for substitute BFMA Nominees.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE BFMA NOMINEES ON THE ENCLOSED
BLUE PROXY CARD.
VOTING AND PROXY PROCEDURES
Only Stockholders of record on the Record Date will be entitled to notice
of and to vote at the Annual Meeting. Based on publicly available information,
BFMA believes that the only outstanding class of securities of Morton's entitled
to vote at the Annual Meeting are the Shares. Each Share is entitled to one vote
on each matter as may properly be brought before the Morton's meeting. According
to Morton's Definitive Proxy, there are 4,167,898 Shares issued and outstanding
as of the Record Date.
Shares represented by properly executed BLUE proxy cards will be voted at
the Annual Meeting as marked and, in the absence of specific instructions, will
be voted for the election of the BFMA Nominees as Class 3 directors of Morton's,
for the KPMG Re-Appointment and in the discretion of the persons named as
proxies on all other matters as may properly come before the Annual Meeting of
which BFMA is not made aware within a reasonable amount of time prior to the
Annual Meeting. Election of the BFMA Nominees requires the affirmative vote of a
plurality of the Shares represented and entitled to vote at the Annual Meeting.
Directors are elected by a plurality and the nominees who receive the most votes
will be elected.
Stockholders of Morton's may revoke their proxies at any time prior to its
exercise by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to BFMA,
in care of Innisfree M&A Incorporated, at the address set forth on the back
cover of this proxy statement or to Morton's at 3333 New Hyde Park Road, New
Hyde Park, New York 11042 or any other address provided by
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Morton's. Although a revocation is effective if delivered to Morton's, BFMA
requests that either the original or photostatic copies of all revocations be
mailed to BFMA, in care of Innisfree M&A Incorporated, at the address set forth
on the back cover of this Proxy Statement so that BFMA will be aware of all
revocations and can more accurately determine if and when proxies have been
received from the holders of record on the Record Date of a majority of the
outstanding Shares.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE BFMA NOMINEES AS CLASS 3
DIRECTORS OF MORTON'S, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
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BACKGROUND AND RECENT EVENTS
BFMA has been following Morton's progress for the last few years and on
January 25, 2001 increased its holdings of Morton's common stock to over five
percent (5%). As one of Morton's largest stockholders, BFMA attempted to arrange
a meeting between its Chairman and President, Barry Florescue, and Morton's
Chairman and President, Allen Bernstein, to discuss Morton's and the restaurant
industry in general. However, the parties could not arrange a meeting until
March 15, 2001, at which time Mr. Florescue met with the Chief Financial Officer
of Morton's, Tom Baldwin. Mr. Florescue shared BFMA's thoughts regarding
Morton's and the restaurant industry in general. He also expressed BFMA's
concerns regarding the lack of stockholder representation on the Board and
BFMA's belief that the share repurchases made by Morton's over the last two
years, buying back over thirty percent (30%) of the then outstanding Shares,
have served to reduce the already limited liquidity in the Shares. Mr. Florescue
informally requested that Morton's consider expanding the Board to include
stockholder representatives. BFMA was informed that the Nominating Committee had
already made its selections for the Board seats and they weren't going to expand
the number of the Board seats. BFMA now believes that the only way to obtain
Stockholder representation on the Board is to take its case directly to the
Stockholders. On March 20, 2001, BFMA sent a letter to Morton's nominating the
BFMA Nominees for election as Class 3 Directors at the Annual Meeting.
Morton's has stated in its Definitive Proxy Statement that the Board is
committed to maximizing long-term value for all of the Stockholders and that it
is actively pursuing this goal. However, this commitment has not been reflected
in the Board's recent actions. The Board has recently provided Morton's
management with what BFMA believes to be very lucrative employment agreements
and change of control agreements that serve only to entrench Morton's management
further, and provided them with generous salaries, bonuses and stock option
grants that serve to hurt the earning power and long-term value of the Shares.
BFMA believes that the election of the BFMA Nominees will cause the Board to
refocus on maximizing CURRENT Stockholder value for ALL of the Stockholders.
THE BFMA NOMINEES ARE COMMITTED, SUBJECT TO THEIR FIDUCIARY DUTIES TO THE
STOCKHOLDERS, TO GIVING ALL THE STOCKHOLDERS THE OPPORTUNITY TO RECEIVE THE
MAXIMUM VALUE FOR THEIR SHARES. A VOTE FOR THE BFMA NOMINEES WILL ENABLE YOU --
AS THE OWNERS OF MORTON'S -- TO SEND A STRONG MESSAGE TO THE BOARD THAT YOU ARE
COMMITTED TO MAXIMIZING THE VALUE OF YOUR SHARES.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this proxy statement is being made
by BFMA. Proxies may be solicited by mail, facsimile, telephone, telegraph, in
person and by advertisements. Solicitations may be made by certain directors,
officers and employees of BFMA, none of whom will receive additional
compensation for such solicitation.
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BFMA has retained Innisfree M&A Incorporated for solicitation and advisory
services in connection with this solicitation, for which Innisfree M&A
Incorporated will receive a fee not to exceed $100,000, together with
reimbursement for its reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities and expenses, including certain liabilities under
the federal securities laws. Innisfree M&A Incorporated will solicit proxies
from individuals, brokers, banks, bank nominees and other institutional holders.
BFMA has requested banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all solicitation materials to the beneficial owners of
the Shares they hold of record. BFMA will reimburse these record holders for
their reasonable out-of-pocket expenses in so doing. It is anticipated that
Innisfree M&A Incorporated will employ approximately sixty-five (65) persons to
solicit Stockholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by BFMA. BFMA does
not currently intend to seek reimbursement of the costs of this solicitation
from Morton's but may decide to do so in the future in the event that the BFMA
Nominees are elected. Costs of this solicitation of proxies are currently
estimated to be approximately $300,000. BFMA estimates that, through the date
hereof, its expenses in connection with this solicitation are approximately
$100,000.
INFORMATION ABOUT PARTICIPANTS
BFMA was incorporated as a Delaware corporation on August 24, 1995. BFMA
has its principal executive offices located at 50 East Sample Road, Suite 400,
Pompano Beach, Florida 33064. BFMA is a holding corporation that owns various
investments and whose primary operating subsidiary, Marietta Corporation, is a
manufacturer of guest amenities for the lodging industry and a contract packager
primarily for the personal care products industry.
As of the date of this proxy statement, BFMA, together with all of the
participants in this solicitation, beneficially owns an aggregate of 389,400
Shares, which represents approximately 9.3% of the Shares outstanding (based on
the most recent share information publicly disclosed by Morton's).
Except as set forth in this proxy statement (or in Schedules I or II
hereto), neither BFMA nor, to BFMA's knowledge, any BFMA Nominee or any other
participant in this solicitation or any of their respective associates:
o directly or indirectly beneficially owns any Shares or any other
securities of Morton's;
o has had any relationship with Morton's in any capacity other than as a
Stockholder, patron, or has been a party to any transaction, or series
of similar transactions, since the beginning of Morton's last fiscal
year with respect to any shares of Morton's capital stock;
o knows of any transactions since the beginning of Morton's last fiscal
year, currently proposed transactions, or series of similar
transactions, to which Morton's was or is
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to be a party, in which the amount involved exceeds $60,000 and which
any of them or their respective affiliates had, or will have, a direct
or indirect material interest;
o has any interest in the matters to be voted on at the Annual Meeting,
other than an interest, if any, as a Stockholder;
o has been indebted to Morton's; or
o has been convicted of a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the past ten years.
In addition, other than as set forth in this proxy statement, there are no
contracts, arrangements or understandings entered into by BFMA or any other
participant in this solicitation or any of their respective associates within
the past year with any person with respect to any of Morton's securities,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies. In addition, except as
otherwise described in the "Background & Recent Events" section above, neither
BFMA nor any other participant in this solicitation or any of their respective
associates has been engaged in contacts, negotiations or transactions with
Morton's concerning a merger, consolidation, acquisition, tender offer or other
acquisition of securities, or a sale or other transfer of a material amount of
assets; or had any other transaction (other than this proxy solicitation or
matters incidental thereto) with Morton's or any of its executive officers or
directors that would require disclosure under the rules and regulations of the
SEC.
Neither BFMA nor, to BFMA's knowledge, any BFMA Nominee or any other
participant in this solicitation or any of their respective associates, has
entered into any agreement or understanding with any person with respect to:
o any future employment by Morton's, or
o any future transactions to which Morton's will or may be a party.
For more detailed information regarding Messrs. Bloom, Delany and Miersch,
who as nominees for directors are deemed to be participants in this proxy
solicitation, see "The BFMA Nominees". For more detailed information regarding
the directors and executive officers of BFMA and transactions involving Shares
over the past two years by BFMA, see Schedules I and II of this proxy statement.
APPOINTMENT OF AUDITORS
(PROPOSAL 2)
Morton's Definitive Proxy states the Board, upon recommendation of the
Audit Committee, is recommending re-appointment of KPMG, LLP as independent
auditors to audit the books and accounts of Morton's for the fiscal year ending
December 30, 2001. BFMA is soliciting proxies for the KPMG Re-Appointment.
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CERTAIN INFORMATION ABOUT MORTON'S
Morton's Restaurant Group, Inc. is a Delaware corporation with its
principal executive office located at 3333 New Hyde Park Road, New Hyde Park,
New York 11042. Morton's is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith is
required to file reports, proxy statements and other information with the SEC.
Reports, registration statements, proxy statements and other information filed
by Morton's with the SEC can be inspected and copied at the public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W. Room
1024, Washington, DC 20549, and at the SEC's Regional Offices, Judiciary Plaza,
500 West Madison Street, Suite 1400, Chicago, IL 60661 and 7 World Trade Center,
New York, NY 10048. Copies of such material can be obtained from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, DC 20549, at
prescribed rates. Documents filed electronically by Morton's are also available
at the SEC's Web site (http://www.sec.gov).
We note that Morton's Definitive Proxy Statement contains information
regarding:
o number of Shares outstanding as of the record date;
o trading prices of Morton's stock over time;
o establishment of a quorum;
o vote required for approval;
o treatment of abstentions and "broker non-votes;"
o admission requirements for the Annual Meeting;
o ownership of Shares by directors and executive officers of Morton's and
by other persons who own more than five percent of the outstanding
Shares;
o background of Morton's nominees for election to the Board;
o compensation paid and payable to Morton's directors and executive
officers;
o committees of the Board and their responsibilities;
o meetings of the Board and certain committees thereof; and
o requirements regarding the submission of Stockholder proposals to be
considered for inclusion in Morton's proxy statement for the 2002
Annual Meeting of Stockholders.
BFMA assumes no responsibility for the accuracy or completeness of such
information.
OTHER MATTERS AND ADDITIONAL INFORMATION
BFMA is unaware of any other matters to be considered at the Annual
Meeting. Should other proposals be brought before the Annual Meeting of which
BFMA is not made aware within a
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reasonable amount of time prior to the Annual Meeting, the persons named as
proxies on the enclosed BLUE proxy card will vote on such matters in their
discretion.
APRIL __, 2001 BFMA HOLDING CORPORATION
Barry W. Florescue, Chief Executive Officer
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SCHEDULE I
INFORMATION CONCERNING
DIRECTORS AND EXECUTIVE OFFICERS
OF BFMA
The following table sets forth the name, business address, present
principal occupation, and employment and material occupations, positions,
offices or employments for the past five (5) years of certain directors,
officers and employees of BFMA (other than Messrs. Bloom, Delany and Miersch).
Where no date is given for the commencement of the indicated office or position,
such office or position was assumed prior to November 1995. Each person listed
below is a citizen of the United States.
PRINCIPAL OCCUPATION OR
NAME AND PRINCIPAL EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING THE PAST FIVE YEARS
- ------------------ ------------------------------
Barry W. Florescue President, Chief Executive
c/o BFMA Holding Corporation Officer and a director of BFMA
50 East Sample Road, Suite 400 and Marietta Corporation
Pompano Beach, Florida 33064 Director of Century Bank (a
privately held federally
chartered savings bank)
Chief Executive Officer and a
director of Century Financial
Group (the parent of Century
Bank)
Trustee of the University of
Rochester
Philip A. Shager Senior Vice President, Chief
c/o Marietta Corporation Financial Officer and Treasurer
37 Huntington Street of BFMA and Marietta Corporation
Cortland, New York 13045
Ned L. Siegel Director of BFMA and Marietta
c/o The Siegel Group Corporation
5000 Blue Lake Drive, Suite 150 President of The Siegel Group
Boca Raton, Florida 33431 (a privately held real estate
investment company)
Charles I. Weissman Assistant Secretary and a
c/o Swidler Berlin Shereff Friedman, LLP director of BFMA and Marietta
The Chrysler Building Corporation
405 Lexington Ave. Attorney - Partner in Swidler
New York, New York 10174 Berlin Shereff Friedman, LLP
None of the foregoing persons have, during the past ten (10) years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
As of March 21, 2001, (i) BFMA was a beneficial owner of 298,500 Shares and
record holder of 500 Shares; (ii) Barry Florescue was the beneficial owner of
383,900 Shares; (iii) Ned Siegel was the beneficial owner of 56,300 Shares; (iv)
Richard A. Bloom was the beneficial owner of 5,000 Shares; and (v) Charles W.
Miersch was the beneficial owner of 500 Shares. None of the foregoing persons
(or their associates, other than those stated in the prior sentence) currently
directly or indirectly own any securities of Morton's, either beneficially or of
record, except indirectly (where applicable) through their ownership of
securities of BFMA nor have any of the foregoing persons purchased or sold any
securities of Morton's during the last two years, except as set forth on
Schedule II. Collectively, the directors and executive officers of BFMA
beneficially own approximately 91% of the outstanding shares of BFMA common
stock.
SCHEDULE II
TRANSACTIONS IN THE SECURITIES OF MORTON'S
The following table sets forth all of the transactions in Shares by BFMA,
either directly or through wholly-owned subsidiaries (unless otherwise
indicated, all such transactions were open-market purchases and sales (in
parentheses)):
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
10,000 16.7500 02/22/00
1,500 17.0000 02/23/00
1,000 17.5000 02/25/00
2,000 17.5625 02/28/00
500 17.5000 02/28/00
500 17.5000 03/01/00
2,000 17.0000 03/02/00
2,500 16.5000 03/06/00
1,500 16.5000 03/06/00
1,000 16.2500 03/06/00
1,000 17.0000 03/06/00
1,000 17.0000 03/06/00
500 16.7500 03/06/00
500 16.6250 03/06/00
1,000 17.6250 03/07/00
1,000 17.6250 03/07/00
500 17.2500 03/07/00
500 17.5000 03/07/00
100 17.5000 03/07/00
(2,500) 16.5000 03/08/00
1,500 16.5000 03/08/00
200 18.0000 03/08/00
2,000 18.5000 03/09/00
500 18.2500 03/09/00
4,500 18.0000 03/14/00
500 17.8750 03/15/00
5,000 18.1250 03/15/00
5,000 18.1250 03/15/00
5,000 18.1250 03/15/00
2,700 18.1250 03/15/00
2,300 18.1250 03/15/00
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
2,200 18.1250 03/15/00
2,000 18.1250 03/15/00
1,500 18.1250 03/15/00
500 18.5000 03/16/00
1,000 18.3750 03/17/00
2,000 18.3750 03/17/00
10,000 18.3750 03/17/00
3,000 18.6250 03/20/00
1,000 18.7500 03/20/00
3,500 18.7500 03/20/00
5,000 18.6250 03/20/00
2,000 18.5000 03/21/00
2,000 18.5000 03/21/00
2,000 18.4375 03/21/00
2,000 18.5000 03/21/00
2,000 18.5000 03/21/00
5,000 18.5000 03/21/00
2,000 18.6250 03/21/00
(2,000) 19.3750 03/22/00
(1,000) 19.5625 03/23/00
2,500 18.3750 03/22/00
2,500 18.3750 03/22/00
500 18.5000 03/22/00
500 18.5000 03/22/00
(2,000) 19.7500 03/24/00
(1,000) 19.5625 03/27/00
(2,000) 19.5000 03/28/00
(1,500) 19.5625 03/28/00
(500) 19.6250 03/28/00
(500) 19.1875 03/30/00
(500) 18.8750 04/04/00
1,500 18.0000 04/05/00
1,500 18.0000 04/05/00
900 18.0000 04/17/00
300 18.7500 05/11/00
200 18.7500 05/11/00
3,000 18.7500 05/11/00
500 18.7500 05/11/00
2,400 19.0000 05/12/00
(500) 19.0000 05/22/00
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
(500) 18.6250 05/24/00
(500) 18.6250 05/24/00
(500) 28.5000 05/26/00
1,200 17.7500 06/07/00
(1,000) 21.2500 06/29/00
(1,500) 21.1250 06/29/00
(900) 21.2500 06/29/00
(100) 21.3750 06/29/00
(2,000) 21.2500 06/29/00
(500) 21.3750 06/29/00
(1,000) 21.6250 06/30/00
(500) 21.5000 06/30/00
(1,000) 20.8750 07/17/00
(1,500) 20.1250 07/26/00
(1,500) 20.1250 07/26/00
2,000 20.8125 08/18/00
1,000 20.8125 08/18/00
1,000 20.8750 08/24/00
1,000 21.0000 09/08/00
10,000 20.6250 09/25/00
1,000 21.0000 09/25/00
1,000 21.1250 09/25/00
(2,500) 23.5000 12/06/00
(500) 23.1250 12/07/00
(500) 22.6875 12/15/00
40,000 21.3750 01/25/01
2,000 21.6875 01/25/01
90,000 21.2500 01/26/01
2,000 21.4500 01/29/01
25,000 22.1500 01/30/01
24,000 23.1438 02/01/01
5,000 23.7500 02/05/01
The following table sets forth all of the transactions in Shares by Barry
W. Florescue (unless otherwise indicated, all such transactions were open market
purchases and sales (in parenthesis)):
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
1,000 20.4400 07/28/00
2,600 20.5600 08/02/00
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
1,000 21.0000 08/21/00
2,500 20.9400 08/29/00
3,000 20.9400 08/30/00
3,000 21.0600 08/30/00
1,000 21.0600 08/30/00
1,000 21.0600 08/30/00
1,000 21.1900 08/31/00
1,000 21.1900 08/31/00
1,000 21.0700 09/07/00
1,000 21.0700 09/08/00
5,000 21.0600 09/08/00
2,500 21.0600 09/08/00
2,500 21.0400 09/08/00
The following table sets forth all of the transactions in Shares by Barry
W. Florescue and Ned L. Siegel, jointly (unless otherwise indicated, all such
transactions were open market purchases and sales (in parenthesis)):
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
5,000 21.0600 09/08/00
5,000 21.0600 09/08/00
4,000 21.0600 09/08/00
3,000 21.0600 09/08/00
800 20.9400 09/11/00
2,500 20.5600 09/18/00
1,000 20.6900 09/20/00
35,000 20.6900 09/21/00
The following table sets forth all of the transactions in Shares by Richard
A. Bloom (unless otherwise indicated, all such transactions were open market
purchases and sales (in parenthesis)):
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
5,000 20.6860 09/25/00
The following table sets forth all of the transactions in Shares by
Charles W. Miersch (unless otherwise indicated, all such transactions were open
market purchases and sales (in parenthesis)):
Shares of Common Stock Purchase Price Per Share ($) Date of Purchase
- ---------------------- ---------------------------- ----------------
500 20.1875 09/28/00
IMPORTANT!
Your vote is important. No matter how many Shares you own, please give BFMA
your proxy FOR the election of BFMA Nominees by taking three steps:
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card, and
3. MAILING the enclosed BLUE proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States).
If any of your Shares are held in the name of a brokerage firm, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the BLUE proxy
card representing your Shares. BFMA urges you to confirm in writing your
instructions to BFMA in care of Innisfree M&A Incorporated at the address
provided below so that BFMA will be aware of all instructions given and can
attempt to ensure that such instructions are followed.
PLEASE DO NOT RETURN ANY PROXY CARD SUPPLIED TO YOU BY MORTON'S, EVEN TO
VOTE AGAINST THEIR NOMINEES, AS IT MAY REVOKE YOUR PREVIOUS PROXY. REMEMBER,
ONLY YOUR LATEST-DATED PROXY COUNTS.
If you have any questions or require any additional information concerning
this Proxy Statement, please contact our proxy solicitor Innisfree M&A
Incorporated at the address set forth below.
INNISFREE M&A INCORPORATED
501 MADISON AVENUE
20TH FLOOR
NEW YORK, NEW YORK 10022
CALL TOLL-FREE: (888) 750-5834
BANKERS AND BROKERS CALL: (212) 750-5833 (COLLECT)
MORTON'S RESTAURANT GROUP, INC.
2001 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF BFMA HOLDING CORPORATION
AND NOT ON BEHALF OF THE BOARD OF DIRECTORS
OR MANAGEMENT OF MORTON'S RESTAURANT GROUP, INC.
The undersigned appoints Richard A. Bloom, Charles W. Miersch and Logan D.
Delany, Jr. and each of them, attorneys and agents with full power of
substitution to vote, as designated below, all shares of common stock of
Morton's Restaurant Group, Inc. (the "Company") which the undersigned would be
entitled to vote if personally present at the 2001 Annual Meeting of
Stockholders of Morton's, and including at any adjournments or postponements
thereof and at any special meeting called in lieu thereof.
The undersigned hereby revokes any other proxy or proxies heretofore given to
vote or act with respect to the shares of common stock of Morton's held by the
undersigned, and hereby ratifies and confirms all action the herein named
attorneys and proxies, their substitutes, or any of them may lawfully take by
virtue hereof.
(Continued and to be signed on the reverse side)
BFMA HOLDING CORPORATION RECOMMENDS A VOTE FOR THE ELECTION
OF THE BFMA NOMINEES
1. ELECTION OF RICHARD A. BLOOM: To elect Richard A. Bloom to the Board of
Directors of Morton's;
FOR [ ] WITHHOLD AUTHORITY [ ]
2. ELECTION OF LOGAN D. DELANY, JR.: To elect Logan D. Delany, Jr. to the
Board of Directors of Morton's;
FOR [ ] WITHHOLD AUTHORITY [ ]
3. ELECTION OF CHARLES W. MIERSCH: To elect Charles W. Miersch to the
Board of Directors of Morton's;
FOR [ ] WITHHOLD AUTHORITY [ ]
4. RE-APPOINTMENT OF KPMG LLP: To re-appoint KPMG LLP, certified public
accountants, as Morton's independent auditors for the fiscal year
ending December 30, 2001;
FOR [ ] WITHHOLD AUTHORITY [ ]
5. In their discretion, the herein named attorneys and proxies are
authorized to vote upon such other matters as may properly come before
the Annual Meeting, of which such persons are not made aware with a
reasonable period of time prior to the Annual Meeting.
DATED:
---------------------------------------------
Please Sign Exactly As Name Appears On This Proxy.
- ---------------------------------------------------------
(signature)
- ---------------------------------------------------------
(signature, if held jointly)
- ---------------------------------------------------------
(title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
IMPORTANT:
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE!
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL INNISFREE M&A
INCORPORATED TOLL FREE AT (888) 750-5834.