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
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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).
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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.
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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.
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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.]
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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
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terminating its offer and that upon termination it may not thereafter be
accepted by the Company.
Very truly yours,
/s/ Yevgeny Fundler
Yevgeny Fundler
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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
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