-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GDJ5sCpwdFsovdh/s+GfT1vpS+B3LcL1dZxden6WRGyuqVwQu6n+o8uRVda63bJh v93jJH6+bKysLOFSfvWXsw== 0000928475-02-000038.txt : 20020709 0000928475-02-000038.hdr.sgml : 20020709 20020709154819 ACCESSION NUMBER: 0000928475-02-000038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORTONS RESTAURANT GROUP INC CENTRAL INDEX KEY: 0000883981 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133490149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42940 FILM NUMBER: 02698807 BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PK RD STE 210 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5166271515 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: SUITE 210 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: QUANTUM RESTAURANTS GROUP INC DATE OF NAME CHANGE: 19950315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 sch13da5.txt AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.5)* MORTON'S RESTAURANT GROUP, INC. (Name of Issuer) Common Shares (Title of Class of Securities) 619429103 (CUSIP Number) Marc Weitzen, Esq. General Counsel, Icahn Associates Corp. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 9, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the -1- Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -2- SCHEDULE 13D Item 1. Security and Issuer This Amendment No.3 to Schedule 13D, which was filed with the Securities and Exchange Commission (the "SEC") on May 6, 2002, as amended on May 21, 2002, June 17, 2002 and June 18, 2002, relates to the common shares, $.01 par value (the "Shares"), of Morton's Restaurant Group, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 3333 New Hyde Park Road, New Hyde Park, New York 11042. Item 4. Purpose of Transaction Item 4 is hereby amended to add: On July 9, 2002, High River delivered to Richards, Layton & Finger, P.A. a letter attached hereto as Exhibit 1 and incorporated herein in its entirety, which letter states, among other things, that High River is raising the merger consideration it agreed to pay in its acquisition of the Issuer to $16.00 per share in cash from $15.00 per share. In addition, on July 9, 2002, High River and Porterhouse Acquisition Corp. ("Porterhouse"), a wholly-owned subsidiary of High River, delivered to the Issuer an amended Agreement and Plan of Merger (the "Amended Agreement") by and among High River, Porterhouse and the Issuer. The Amended Agreement provides for merger consideration of $16.00 per share in cash for each outstanding share of the Issuer as opposed to Castle Harlan's merger consideration of $15.00 per share in cash. The Amended Agreement, which is in form substantially similar to the Issuer's merger agreement with Castle Harlan as amended through June 28, 2002, was executed by High River and Porterhouse and provides for a merger of Porterhouse into the Issuer. A cover letter transmitting the Amended Agreement is attached hereto as Exhibit 2 and incorporated herein in its entirety. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Except as described herein, none of the Registrants has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. -3- Item 7. Material to be Filed as Exhibits 1. Letter to Richards, Layton & Finger, P.A. dated July 9, 2002. 2. Letter to Richards, Layton & Finger, P.A. dated July 9, 2002. -4- SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 9, 2002 BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: BARBERRY CORP. General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of Amendment No. 5 to Schedule 13D with respect to Morton's Restaurant Group, Inc.] -5- Exhibit 1 LAW DEPARTMENT ICAHN ASSOCIATES CORP. AND AFFILIATED COMPANIES 767 Fifth Avenue - 47th Floor New York, New York 10153 Telephone No. (212) 702-4300 Fax No. (212) 688-1158 Yevgeny Fundler, Counsel Direct Dial: 212-702-4329 Email: mweitzen@sfire.com July 9, 2002 By Facsimile and by FedEx Richards, Layton & Finger, P.A. One Rodney Square, P.O. Box 551 Wilmington, DE 19899 Attention: C. Stephen Bigler, Esq. Re: Morton's Restaurant Group, Inc. Dear Steve: On behalf of High River Limited Partnership, I am pleased to confirm to you, on behalf of Morton's Restaurant Group, Inc., our earlier conversation to the following effect: 1. We are increasing our offered merger consideration to $16 per share. 2. We have agreed that the condition contained in Section 6.2(g)(ii) of the Agreement and Plan of Merger, which we enter into with the Company, will be deleted in its entirety. 3. We are making changes to Section 7.1(b) of the Agreement and Plan of Merger to conform that Section to the changes made therein pursuant to Amendment No. 2 to Merger Agreement dated June 28, 2002 entered into between the Company and Castle Harlan's affiliates. 4. We are dating the Agreement and Plan of Merger as of July __, 2002. We will be transmitting to you a copy of the Agreement and Plan of Merger signed by us later on today. Please inform me no later than the close of business on July 9, 2002, that the Board has taken what ever action is necessary to commence the five-day period after which the Castle Harlan offer is terminated unless its offer is improved and again determined to be the Superior Proposal. If I am not so informed, High River may determine at any time thereafter to notify you that it is -6- terminating its offer and that upon termination it may not thereafter be accepted by the Company. Very truly yours, /s/ Yevgeny Fundler Yevgeny Fundler -7- Exhibit 2 LAW DEPARTMENT ICAHN ASSOCIATES CORP. AND AFFILIATED COMPANIES 767 Fifth Avenue - 47th Floor New York, New York 10153 Telephone No. (212) 702-4300 Fax No. (212) 688-1158 Yevgeny Fundler, Counsel Direct Dial: 212-702-4329 Email: mweitzen@sfire.com July 9, 2002 By Facsimile and by FedEx Richards, Layton & Finger, P.A. One Rodney Square, P.O. Box 551 Wilmington, DE 19899 Attention: C. Stephen Bigler, Esq. Re: Morton's Restaurant Group, Inc. Dear Steve: I am pleased to transmit to Morton's Restaurant Group, Inc. through you the Agreement and Plan of Merger By and Among High River Limited Partnership, Porterhouse Acquisition Corp. and Morton's Restaurant Group, Inc., which has been executed by High River Limited Partnership and Porterhouse Acquisition Corp. on the understanding that it has been executed assuming that when executed by Morton's the disclosure letter that it attaches to it will in form and substance be identical to the disclosure letter dated June 19, 2002. The enclosed Agreement is undated but you are authorized to date it the date on which it is executed by Morton's. Please inform me no later than by the end of the day today on July 9, 2002, that the Board has taken what ever action is necessary to commence the five-day period after which the Castle Harlan offer is terminated unless its offer is improved and again determined to be the Superior Proposal. If I am not so informed, High River may determine at any time thereafter to notify you that it is terminating its offer and that upon termination it may not thereafter be accepted by the Company. Very truly yours, /s/Yevgeny Fundler Yevgeny Fundler Enclosure -8- -----END PRIVACY-ENHANCED MESSAGE-----