<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MORTON'S RESTAURANT GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MORTON'S RESTAURANT GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary proxy materials.
/ / 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:
-----------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
-----------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE>
MORTON'S RESTAURANT GROUP, INC.
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NEW YORK 11042
Dear Stockholder:
You are cordially invited to the Annual Meeting of Stockholders of Morton's
Restaurant Group, Inc. to be held on May 12, 1998, at The Garden City Hotel, 45
Seventh Street, Garden City, New York 11530, at 9:00 a.m.
The Notice of Meeting and Proxy Statement on the following pages cover the
formal business of the meeting, which includes proposals to (i) elect two
directors and (ii) ratify the re-appointment of KPMG Peat Marwick LLP, certified
public accountants, as the Company's independent auditors for the fiscal year
ending December 27, 1998.
We hope that you will be able to attend the Annual Meeting in person. In any
event, in order that we may be assured of a quorum, we request that you
complete, sign, date and return the enclosed proxy as soon as possible. Your
vote is important regardless of the number of shares you own.
Sincerely,
/s/ Allen J. Bernstein
ALLEN J. BERNSTEIN
CHAIRMAN OF THE BOARD,
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
March 25, 1998
<PAGE>
MORTON'S RESTAURANT GROUP, INC.
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NEW YORK 11042
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1998
------------------------
To the Stockholders of
MORTON'S RESTAURANT GROUP, INC.
The Annual Meeting of Stockholders of Morton's Restaurant Group, Inc. (the
"Company") will be held at The Garden City Hotel, 45 Seventh Street, Garden
City, New York 11530, on Tuesday, May 12, 1998, at 9:00 a.m., for the following
purposes:
1. to elect two directors to Class 3 of the Board of Directors to serve
three-year terms and until their successors are duly elected and qualified;
2. to ratify the re-appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the fiscal year ending December 27,
1998; and
3. to consider and transact such other business as may properly be
brought before the meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 24, 1998 will
be entitled to vote at the meeting.
Agnes Longarzo
SECRETARY
March 25, 1998
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED, SELF-ADDRESSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
MORTON'S RESTAURANT GROUP, INC.
3333 NEW HYDE PARK ROAD
NEW HYDE PARK, NEW YORK 11042
------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 12, 1998
------------------------
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Morton's
Restaurant Group, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held at The Garden City Hotel, 45 Seventh
Street, Garden City, New York 11530, on Tuesday, May 12, 1998, at 9:00 a.m., or
at any adjournment or adjournments thereof (the "Annual Meeting").
A proxy that is properly submitted to the Company may be properly revoked at
any time before it is voted. Proxies may be revoked by (i) delivering to the
Secretary of the Company at or before the Annual Meeting a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a subsequent
proxy relating to the same shares of Common Stock and delivering it to the
Secretary of the Company at or before the Annual Meeting, or (iii) 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). A proxy which is
properly signed, submitted and not revoked will be voted for the nominees for
director named in proposal 1 and in favor of proposal 2 unless contrary
instructions are given, and such proxy may be voted by the persons named in the
proxy in their discretion upon such other business as may be properly brought
before the meeting.
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, directors, officers and employees of the Company may
solicit proxies by telephone or otherwise. The Company will reimburse brokers or
other persons holding stock in their names or in the names of their nominees for
their charges and expenses in forwarding proxies and proxy material to the
beneficial owners of such stock. It is anticipated that the mailing of this
Proxy Statement will commence on or about March 26, 1998.
VOTING SECURITIES
The Company had outstanding 6,607,665 shares of common stock, par value $.01
per share ("Common Stock"), at the close of business on March 23, 1998, which
are the only securities of the Company entitled to be voted at the meeting. Each
share of Common Stock is entitled to one vote on each matter as may properly be
brought before the meeting. Only stockholders of record at the close of business
on March 24, 1998 will be entitled to vote.
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at the
Annual Meeting will be tabulated by an inspector of elections appointed by the
Company. With regard to the election of directors, votes may be cast in favor of
or withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect. The two nominees for directors of the
Company who receive the greatest number of votes cast by stockholders present in
person or represented by proxy at the Annual Meeting and entitled to vote
thereon will be elected directors of the Company.
Abstentions may be specified on all proposals except the election of
directors and will be counted as present for purposes of determining the
existence of a quorum. Since Proposal 2 must be approved by the affirmative vote
of the holders of a majority of the shares of Common Stock of the Company
present, or
<PAGE>
represented and entitled to vote, at the Annual Meeting, abstentions on that
proposal will also have the effect of a negative vote.
Under the rules of the New York Stock Exchange (NYSE), brokers who hold
shares in street name have the authority to vote on certain routine items when
they have not received instructions from beneficial owners. Brokers that do not
receive instructions are entitled to vote on the non-contested election of
directors, amendments to the Certificate of Incorporation and ratification of
auditors. Under applicable Delaware law, a broker non-vote will have no effect
on the outcome of Proposals 1 and 2.
Shares of Common Stock held by stockholders who do not return a signed and
dated proxy will not be considered present at the Annual Meeting, will not be
counted towards a quorum and will not be voted on any matter.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Certificate of Incorporation of the Company provides for the
classification of the Board of Directors into three classes, with the classes
being as nearly equal in number as possible. The current term of office of the
Class 3 directors will expire at the 1998 annual meeting; the current term of
office of the Class 1 directors will expire at the 1999 annual meeting; and the
current term of office of the Class 2 directors will expire at the 2000 Annual
Meeting (in each case, when their respective successors are duly elected and
qualified). The class of directors to be elected at each annual meeting will be
elected for a three-year term and the directors in the other classes will
continue in office.
The Certificate of Incorporation permits the Board of Directors to create
new directorships and to elect new directors therefor to serve for the full term
of the class of directors in which the new directorship was created. The by-laws
of the Company provide that a vacancy on the Board of Directors occurring from
an increase in the number of directors or otherwise may be filled by the vote of
a majority of directors then in office, though less than a quorum, or by a sole
remaining director.
The Company's by-laws provide that the Board of Directors shall consist of
not less than three nor more than nine directors. The Board of Directors has
fixed the number of directors at seven. The terms of Allen J. Bernstein and John
K. Castle expire at the Annual Meeting. Mr. Bernstein and Mr. Castle have been
renominated by the Board of Directors for election at the Annual Meeting as
Class 3 directors to serve (subject to the Company's by-laws) until the election
and qualification of their successors at the 2001 annual meeting of
stockholders. If any such person should be unwilling or unable to serve as a
director of the Company (which is not anticipated), the persons named in the
proxy will vote the proxy for substitute nominees selected by them unless the
number of directors to be elected has been reduced to the number of nominees
willing and able to serve.
The following table sets forth information with respect to the nominees and
each of the directors whose term extends beyond the Annual Meeting, including
the year in which the nominees' terms would expire, if elected.
<TABLE>
<CAPTION>
YEAR TERM EXPIRES,
IF ELECTED, AND
NAME AGE DIRECTOR SINCE CLASS
- ----------------------------------------------- --- ------------------ -------------------
<S> <C> <C> <C>
Lee M. Cohn.................................... 50 August 1997 1999 Class 1
Dianne H. Russell.............................. 54 May 1993 1999 Class 1
Alan A. Teran.................................. 52 May 1993 1999 Class 1
David B. Pittaway.............................. 46 December 1988 2000 Class 2
Dr. John J. Connolly........................... 58 October 1994 2000 Class 2
Allen J. Bernstein............................. 52 December 1988 2001 Class 3
John K. Castle................................. 57 December 1988 2001 Class 3
</TABLE>
2
<PAGE>
Lee M. Cohn has been a Director of the Company since August 1997. Mr. Cohn
co-founded and has been the chief executive officer of Big 4 Restaurants, Inc.
since 1973. Mr. Cohn has served on the boards of Valley Big Brothers and the
Phoenix Ballet Company and is an active member of The Phoenix Thunderbirds, The
Fiesta Bowl Committee and the Young Presidents Organization (YPO).
Dianne H. Russell has been a Director of the Company since May 1993. Ms.
Russell is a Senior Vice President and Manager of the Merchant Banking
Operations of Imperial Bank in Boston. Formerly, Ms. Russell was President of
Hyde Boston Capital, a financial consulting company, since January 1992, and
before that, a Senior Vice President and Department Executive at The First
National Bank of Boston, a national bank, where she was employed from 1975 to
1991.
Alan A. Teran has been a Director of the Company since May 1993. Mr. Teran
was the President of Cork 'N Cleaver Restaurants from 1975 to 1981. Since 1981,
Mr. Teran has been a principal in private restaurant businesses. Mr. Teran has
served as a Director of Good Times, Inc., a restaurant company, since April 1994
and previously served on the Board of Boulder Valley Bank and Trust from 1990 to
1997.
David B. Pittaway has been a Director of the Company since December 1988. He
was a Vice President from December 1988 through May 1993 and Assistant Secretary
from May 1988 through September 1993. Mr. Pittaway has been Vice President and
Secretary of Castle Harlan, Inc., a private merchant bank in New York City since
February 1987 and Managing Director since February 1992. Mr. Pittaway has been
Vice President and Secretary of Branford Castle, Inc., an investment company,
since October 1986 and Vice President, Chief Financial Officer and a Director of
Branford Chain, Inc., a marine wholesale company, since June 1987. Prior
thereto, Mr. Pittaway was Vice President of Strategic Planning and Assistant to
the President of Donaldson Lufkin & Jenrette, Inc., an investment bank, from
1985. Mr. Pittaway is a Managing Director of Statia Terminals Group, N.V., and a
Director of Commemorative Brands, Inc. and Charlie Browns Acquisition Corp.
Dr. John J. Connolly has been a Director since October 1994. He is the
President and Chief Executive Officer of Castle Connolly Medical LTD., a Fellow
of the New York Academy of Medicine and a member of the New York Academy of
Science. He serves on the President's Advisory Council of the United Hospital
Fund, as a Director of the New York Business Group on Health and on the
Executive Committee of Funding First. He has also served as a member of the
Board of Trustees of St. Agnes Hospital in White Plains and as Chairman of the
Board of Trustees of St. Francis Hospital in Poughkeepsie. He is a Director,
founder and past Chairman of the American Lyme Disease Foundation and a Trustee
and Chairman of the Culinary Institute of America. He is also a Director of the
Westchester County Association, Chairman of the Advisory Board of the Office of
Substance Abuse Ministry of the Archdiocese of New York and a Director of the
Friends of the National Library of Medicine. Dr. Connolly presently serves as
Chairman of AlphaGene, Inc., Bedford Partners, Inc., and Health Enhancement,
Inc.
Allen J. Bernstein has been Chairman of the Board of the Company since
October 1994 and Chief Executive Officer and a Director of the Company since
December 1988. He has been President of the Company since September 1997 and was
previously President of the Company from December 1988 through October 1994.
Prior to co-founding the Company, Mr. Bernstein served as a Chairman and Chief
Executive Officer of Le Peep Restaurants, Inc. from July 1983 to December 1988
and its predecessors from July 1981. From 1975 to 1981, Mr. Bernstein was
President and Chief Operating Officer of Wenco Food Systems, Inc., a New York
City area franchisee for Wendy's Restaurants, Inc. Mr. Bernstein has been a
Director of Dave and Busters, Inc. since February 1996.
John K. Castle has been a Director of the Company since December 1988. Mr.
Castle is Chairman and Chief Executive Officer of Branford Castle, Inc., an
investment company formed in 1986. Since 1987, Mr. Castle has been Chairman of
Castle Harlan, Inc., a private merchant bank in New York City. Immediately prior
to forming Castle Harlan, Inc., Mr. Castle was President and Chief Executive
Officer and a Director of Donaldson Lufkin & Jenrette, Inc., one of the nation's
leading investment banking firms. Mr. Castle is a Director of Sealed Air
Corporation, Commemorative Brands, Inc., Universal Compression,
3
<PAGE>
Inc., a Managing Director of Statia Terminals Group, N.V. and is a member of the
Corporation of the Massachusetts Institute of Technology. Mr. Castle is also a
trustee of the New York and Presbyterian Hospital, Inc., the Whitehead Institute
of Biomedical Research and New York Medical College (for 11 years he was
Chairman of the Board). Formerly, Mr. Castle was a Director of The Equitable
Life Assurance Society of the United States.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held four meetings during the fiscal
year ended December 28, 1997 ("fiscal 1997"). Each current director attended at
least 75% of the aggregate number of all meetings of the Board of Directors and
committees of which he or she was a member during such year.
The Board of Directors has created three standing committees: a three-member
Executive Committee, a three-member Audit Committee and a three-member
Compensation and Stock Option Committee.
The Executive Committee has and may exercise between meetings of the Board
of Directors all the power and authority of the Board of Directors in the
management of the business affairs of the Company, subject to certain
limitations. The Executive Committee held four meetings in fiscal 1997. Its
members are Allen J. Bernstein, John K. Castle and David B. Pittaway.
The Audit Committee recommends to the Board of Directors the engagement of
the independent auditors, and has the authority to review with the auditors and
with the Company's management all matters relating to the annual audit of the
Company. The Audit Committee held two meetings in fiscal 1997. Its members are
David B. Pittaway, Dianne H. Russell and Alan A. Teran.
The Compensation and Stock Option Committee has the authority to review and
approve the remuneration arrangements for executive officers and employees of
the Company, review the benefit plans for employees and select participants,
approve awards under, interpret and administer the employee benefit plans of the
Company. The Compensation Committee held four meetings in fiscal 1997. Its
members are John K. Castle, Lee M. Cohn and John J. Connolly.
The Board of Directors does not have a nominating committee. Changes in
directors are considered by the whole Board of Directors.
The Company's Certificate of Incorporation provides that nominations for the
election of directors may be made by any stockholder in writing, delivered or
mailed to the Secretary of the Company, Morton's Restaurant Group, Inc., 3333
New Hyde Park Road, New Hyde Park, New York 11042, not less than 45 days nor
more than 60 days prior to the meeting, except that if less than 55 days notice
or prior public disclosure of the meeting is given or made to stockholders, such
written notice shall be received not later than the close of business on the
tenth day following the day on which notice of the meeting was mailed or such
public disclosure was made, whichever first occurs. Each notice shall set forth
all information regarding each nominee proposed in such notice that would be
required to be included in a proxy statement soliciting proxies for the proposed
nominee (including such person's written consent to serve as a director if so
elected) and certain information about the stockholder proposing to nominate
that person. If the Chairman of the meeting determines that a nomination was not
made in accordance with the nomination procedure, such nomination will be
disregarded.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 5, 1998, with
respect to the beneficial ownership of the Company's Common Stock of each
director, each nominee for director, each named executive officer in the summary
compensation table under "Executive Compensation" below, all executive officers
and directors as a group, and each person known by the Company to be the
beneficial owner
4
<PAGE>
of 5% or more of the Company's Common Stock. This information is based upon
information received from or on behalf of the named individuals or entities.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED PERCENT OF
NAME (1) CLASS (2)
- ------------------------------------------------------------ -------------------- -----------
<S> <C> <C>
Thomas J. Baldwin (3)....................................... 38,430 *
Allen J. Bernstein (4)...................................... 358,705 5.30%
John K. Castle.............................................. 5,178 *
Lee M. Cohn................................................. 500 *
Dr. John J. Connolly........................................ 400 *
Klaus W. Fritsch (5)........................................ 15,000 *
David B. Pittaway........................................... 3,132 *
Dianne H. Russell........................................... 500 *
Allan C. Schreiber.......................................... 6,250 *
Alan A. Teran............................................... 200 *
Baron Capital Group, Inc. (6)............................... 536,000 8.12%
Capital Group Companies, Inc. (6)........................... 415,000 6.28%
FMR Corp. (6)............................................... 837,400 12.68%
Goldman, Sachs & Co. (6).................................... 438,600 6.64%
Lazard Freres & Co. LLC (6)................................. 449,500 6.81%
Massachusetts Financial Services Company (6)................ 587,000 8.89%
Executive Officers and Directors as a Group
(12 Persons) (7).......................................... 444,045 6.49%
</TABLE>
- ------------------------
* Represents less than 1%.
(1) Unless otherwise noted, the beneficial owners listed have sole voting and
investment power over the shares listed.
(2) Percent of Class based upon 6,604,565 outstanding shares of Common Stock
plus, for those persons who hold options for Common Stock, the number of
shares of Common Stock beneficially owned by such person as of March 5,
1998.
(3) Includes beneficial ownership of 7,680 shares of Common Stock issuable upon
exercise of outstanding options and beneficial ownership of 29,250 shares of
Common Stock issuable upon exercise of outstanding incentive stock options
issued under the Morton's Restaurant Group, Inc. Stock Option Plan ("Stock
Option Plan"). Excludes shares of Common Stock issuable upon exercise of
incentive stock options issued under the Stock Option Plan which are not
exercisable by May 5, 1998.
(4) Includes beneficial ownership of 81,205 shares of Common Stock issuable upon
exercise of outstanding options and beneficial ownership of 87,500 shares of
Common Stock issuable upon exercise of outstanding incentive and
non-qualified stock options issued under the Stock Option Plan. Excludes
shares of Common Stock issuable upon exercise of incentive stock options and
nonqualified stock options issued under the Stock Option Plan which are not
exercisable by May 5, 1998.
(5) Includes beneficial ownership of shares of Common Stock issuable upon
exercise of outstanding incentive stock options issued under the Stock
Option Plan as follows: Klaus W. Fritsch (15,000) and Allan C. Schreiber
(6,250). Excludes shares of Common Stock issuable upon exercise of incentive
stock options issued under the Stock Option Plan which are not exercisable
by May 5, 1998.
(6) Shares of Common Stock beneficially owned by Baron Capital Group, Inc.
("BCG"), Capital Group Companies, Inc. ("CGC"), FMR Corp., Goldman, Sachs &
Co. ("GS&C"), Lazard Freres & Co. LLC ("Lazard") and Massachusetts Financial
Services Company ("MFS") are listed according to reports
5
<PAGE>
on Schedule 13G as of December 31, 1997 filed as of February 18, 1998,
February 11, 1998, February 10, 1998, February 17, 1998, February 18, 1998
and February 12, 1998, respectively. Based upon information set forth in
such report on Schedule 13G filed by BCG, BCG is the beneficial owner of
536,000 shares or 8.12% of the Common Stock. BAMCO, Inc, a subsidiary of
BCG, as a result of acting as investment advisor has shared voting and
dispositive power over 500,000 or 7.57% of these shares. Baron Small Cap
Fund, an investment company advised by BAMCO has shared voting and
dispositive power over 350,000 or 5.30% of these shares. Mr. Ronald Baron
through his control of BCG has shared voting and dispositive power over
these 536,000 shares. Based upon information set forth in such report on
Schedule 13G filed by CGC, CGC has sole dispositive power over 415,000
shares or 6.28% of the Common Stock. The Capital Research and Management
Company, a wholly owned subsidiary of CGC is also a beneficial owner of
these shares as a result of acting as investment advisor to SmallCap World
Fund, Inc. which has sole voting power over these shares. Based upon
information set forth in such report on Schedule 13G filed by FMR Corp.,
Fidelity Management & Research Company ("Fidelity"), a wholly-owned
subsidiary of FMR Corp., is the beneficial owner of 837,400 shares or 12.68%
of the Common Stock as a result of acting as investment advisor to several
investment companies. Mr. Edward C. Johnson 3rd, FMR Corp., through its
control of Fidelity, and the aforementioned investment companies each has
sole dispositive power over these 837,400 shares. The ownership of one
investment company, Fidelity Advisor Strategic Opportunities Fund, amounted
to 404,800 shares or 6.13% of the Common Stock. The power to vote such
shares resides with the aforementioned investment companies' Boards of
Trustees. Based upon information set forth in such report on Schedule 13G
filed by GS&C, GS&C has shared voting and dispositive power over 438,600
shares or 6.64% of the Common Stock. The Goldman Sachs Group, L.P. is also a
beneficial owner of these shares and Goldman Sachs Trust, on behalf of
Goldman Sachs Small Cap Value Fund, is a beneficial owner of 327,900, or
4.96%, of these shares. Based upon information set forth in such report on
Schedule 13G filed by Lazard, Lazard has sole voting power over 442,700
shares or 6.70% and sole dispositive power over 449,500 shares or 6.81% of
the Common Stock. Based upon information set forth in such report on
Schedule 13G filed by MFS, MFS has sole voting and dispositive power over
587,000 shares or 8.89% of the Common Stock. MFS Series Trust II--MFS
Emerging Growth Fund is also a beneficial owner of 500,000 or 7.57% of these
shares
(7) Includes beneficial ownership of 95,885 shares of Common Stock issuable in
the aggregate upon exercise of outstanding options granted to three persons
and beneficial ownership of 146,750 shares of Common Stock issuable in the
aggregate upon exercise of outstanding incentive and non-qualified stock
options issued under the Stock Option Plan to officers of the Company.
Excludes shares of Common Stock issuable upon exercise of incentive and
nonqualified stock options issued under the Stock Option Plan which are not
exercisable by May 5, 1998.
The address of each of the directors, nominees for director and executive
officers named in the table above is c/o Morton's Restaurant Group, Inc., 3333
New Hyde Park Road, New Hyde Park, New York 11042. The addresses for the other
5% beneficial owners of the Company's Common Stock are as follows: Baron Capital
Group, Inc., 767 Fifth Avenue, 24th Floor, New York, NY 10153; Capital Group
Companies, Inc., 333 South Hope Street, Los Angeles, CA 90071; FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109; Goldman, Sachs & Co., 85 Broad
Street, New York, NY 10004; Lazard Freres & Co. LLC, 30 Rockefeller Plaza, New
York, NY 10020 and Massachusetts Financial Services Company, 500 Boylston
Street, Boston, Massachusetts 02116.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the Company's last three fiscal years
(ended December 28, 1997, December 29, 1996 and December 31, 1995), the
compensation of those persons who were, at December 28, 1997, (i) the chief
executive officer, and (ii) the other four most highly compensated executive
officers of the Company and (iii) William L. Hyde, Jr. who would have been
included in clause (ii) above except for the fact that Mr. Hyde was no longer an
executive officer of the Company at the end of fiscal 1997 (the "Named
Officers"):
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION (1) SECURITIES
--------------------------------- UNDERLYING ALL OTHER
SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ------------------------------------------------- --------- ---------- ---------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Allen J. Bernstein............................... 1997 $ 408,762 $ 236,000 50,000 $ 43,936(2)(3)
Chairman of the Board, President and Chief 1996 $392,538 $150,000 50,000 $ 43,561(4)(5)
Executive Officer 1995 $377,384 $167,000 -- $ 40,923(6)(7)
William L. Hyde, Jr.(8).......................... 1997 $ 226,723 $ 179,000 30,000 $ 39,578(2)(3)
Former President and Chief Operating Officer 1996 $298,038 $125,000 30,000 $ 20,358(4)(5)
1995 $286,538 $130,000 40,000 $ 17,358(6)
Thomas J. Baldwin................................ 1997 $ 204,808 $ 115,000 20,000 $ 3,645(2)(3)
Executive Vice President, Chief Financial 1996 $186,923 $ 65,000 15,000 $ 3,270(4)(5)
Officer, Assistant Secretary and Treasurer 1995 $179,692 $ 75,000 -- $ 2,000(6)(7)
Allan C. Schreiber............................... 1997 $ 141,549 42,000 5,000 $ 3,424(2)(3)
Vice President, Real Estate 1996 $135,000 -- 25,000 $ 270(4)
1995 $ 16,615 -- -- --
Klaus W. Fritsch................................. 1997 $ 124,816 $ 60,000 5,000 $ 3,375(3)
Vice Chairman and Co-Founder, Morton's of 1996 $119,012 $ 50,000 10,000 $ 2,704(5)
Chicago, Inc. 1995 $104,217 $ 25,000 -- $ 1,571(7)
Thomas J. Walters(8)............................. 1997 $ 174,058 $ 85,000 10,000 $ 3,375(3)
Former President, Morton's of Chicago, Inc. 1996 $139,712 $ 50,000 10,000 $ 3,000(5)
1995 $114,620 $ 30,000 25,000 $ 1,365(7)
</TABLE>
- ------------------------
(1) Includes cash bonuses paid in the referenced fiscal year with respect to
services rendered in the prior fiscal year. Excludes cash bonuses paid in
the following fiscal year with respect to services rendered in the
referenced fiscal year. Cash bonuses paid in 1998 with respect to services
rendered in 1997, which bonuses are excluded from 1997 bonuses, are as
follows: Allen J. Bernstein ($270,000), Thomas J. Baldwin ($125,000), Allan
C. Schreiber ($85,000), Thomas J. Walters ($105,000) and Klaus W. Fritsch
($75,000).
(2) Represents or includes the dollar value of insurance premiums paid by the
Company with respect to term life insurance for the benefit of: Allen J.
Bernstein ($40,561), William L. Hyde, Jr. ($36,203), Thomas J. Baldwin
($270) and Allan C. Schreiber ($270).
(3) Includes employer contributions made by the Company pursuant to the Morton's
Group Profit Sharing and Cash Accumulation Plan and Trust (the "Morton's
Plan"), which is a retirement plan intended to be qualified under Sections
401(a) and 401(k) of the Internal Revenue Code of 1986, as amended, for the
benefit of: Allen J. Bernstein ($3,375), William L. Hyde, Jr. ($3,375),
Thomas J. Baldwin ($3,375), Allan C. Schreiber ($3,154), Thomas J. Walters
($3,375) and Klaus W. Fritsch ($3,375).
7
<PAGE>
(4) Represents or includes the dollar value of insurance premiums paid by the
Company with respect to term life insurance for the benefit of: Allen J.
Bernstein ($40,561), William L. Hyde, Jr. ($17,358), Thomas J. Baldwin
($270) and Allan C. Schreiber ($270).
(5) Includes employer contributions made by the Company pursuant to the Morton's
Plan for the benefit of: Allen J. Bernstein ($3,000), William L. Hyde, Jr.
($3,000), Thomas J. Baldwin ($3,000), Thomas J. Walters ($3,000) and Klaus
W. Fritsch ($2,704).
(6) Represents or includes the dollar value of insurance premiums paid by the
Company with respect to term life insurance for the benefit of: Allen J.
Bernstein ($39,123), William L. Hyde, Jr. ($17,358) and Thomas J. Baldwin
($200).
(7) Includes employer contributions made by the Company pursuant to the Morton's
Plan for the benefit of: Allen J. Bernstein ($1,800), Thomas J. Baldwin
($1,800), Thomas J. Walters ($1,365) and Klaus W. Fritsch ($1,571).
(8) As of September 1997, William L. Hyde, Jr. resigned his position and is no
longer an executive officer of the Company. As of February 1998, Thomas J.
Walters resigned his position and is no longer an executive officer of the
Company.
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table sets forth, for fiscal 1997, information concerning
grants of stock options to the Named Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED RATES
SHARES OF STOCK PRICE
UNDERLYING % OF TOTAL APPRECIATION FOR
OPTIONS OPTIONS GRANTED EXERCISE OPTION TERM
GRANTED TO EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME (#)(1) FISCAL YEAR(2) ($/SHARE) DATE 5%($) 10%($)
- --------------------------------------- ----------- ----------------- ------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Allen J. Bernstein..................... 50,000 24.48% $ 15.125 5/1/07 $ 475,606 $ 1,205,236
William L. Hyde, Jr. (3)............... 30,000 14.6% $ 15.125 5/1/07 $ 285,363 $ 723,141
Thomas J. Baldwin...................... 20,000 9.8% $ 15.125 5/1/07 $ 190,242 $ 482,094
Allan C. Schreiber..................... 5,000 2.4% $ 15.125 5/1/07 $ 47,561 $ 120,524
Thomas J. Walters (3).................. 10,000 4.9% $ 15.125 5/1/07 $ 95,121 $ 241,047
Klaus W. Fritsch....................... 5,000 2.4% $ 15.125 5/1/07 $ 47,561 $ 120,524
</TABLE>
- ------------------------
(1) Options granted under the Stock Option Plan. Such options vest and become
exercisable with respect to 25% of the shares subject thereto two years
after the date of grant and, thereafter, options with respect to 25% of the
shares subject thereto will vest and become exercisable on each of the
third, fourth and fifth anniversary of the date of grant, provided that the
grantee remains in the employ of the Company. Vested options may not be
exercised beyond three months after the grantee ceases to be employed by the
Company.
(2) Based on a total of 205,100 options granted to 86 employees of the Company.
(3) As a result of termination of employment with the Company, the respective
stock options were terminated.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth, for fiscal 1997, information concerning the
exercise of options by the Named Officers and the value of unexercised options
of the Named Officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END(#) AT FY-END($)(1)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------- ------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Allen J. Bernstein....................... 65,000 $ 1,488,263 156,205 125,000 $ 2,294,989 $ 865,625
William L. Hyde, Jr...................... 11,000 $ 276,188 -- -- -- --
Thomas J. Baldwin........................ 15,000 $ 313,950 33,180 42,500 $ 387,205 $ 282,813
Allan C. Schreiber....................... -- -- -- 30,000 -- $ 216,875
Thomas J. Walters........................ 7,750 $ 74,844 -- 40,250 -- $ 307,219
Klaus W. Fritsch......................... -- -- 12,500 17,500 $ 122,188 $ 125,313
</TABLE>
- --------------------------
(1) Based upon the closing sale price of $19.75 per share of the Company's
Common Stock on December 28, 1997 on the New York Stock Exchange minus the
respective option exercise price.
The Company has not awarded stock appreciation rights to any employee and
has no long term incentive plans, as that term is defined in the regulations of
the Securities and Exchange Commission (the "SEC"). The Company has a stock
option plan and bonus plans. During fiscal 1997, the Company did not adjust or
amend the exercise price of stock options awarded to the Named Officers, whether
through amendment, cancellation or replacement grants, or other means. Also, the
Company presently has no defined benefit or actuarial plans covering any
employees of the Company.
COMPENSATION OF DIRECTORS
Each non-officer director of the Company 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 of
Directors or committees of the Board.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL CONTRACTS
Pursuant to a Second Amended and Restated Employment Agreement dated as of
February 28, 1995, between the Company and Allen J. Bernstein, Mr. Bernstein
serves as Chairman of the Board, President and Chief Executive Officer of the
Company. His current annual base salary of $425,000 is subject to minimum
adjustments based upon increases in the Consumer Price Index for Urban Wage
Earners and Clerical Workers. In addition, Mr. Bernstein is eligible to receive
an annual bonus of up to 120% of his base salary based upon the Company
attaining a profitability target, which in the discretion of the Board of
Directors may be based on net income, operating income, net cash flow (adjusted
for nonrecurring items) or any other basis it considers appropriate. Mr.
Bernstein's employment agreement is terminable by the Company upon 60 months
written notice or at any time for cause (as defined in such employment
agreement) and by Mr. Bernstein in the event of non-payment of amounts due under
the agreement or if he is assigned duties inconsistent with his capacity as
Chief Executive Officer of the Company. In the event of such a termination by
Mr. Bernstein or in the event of a termination by the Company for any reason
other than cause, death or disability, Mr. Bernstein is entitled to receive
either (i) severance pay for a 60 month period following such termination or the
delivery of the Company's notice of termination (the "Measuring Date"), in an
amount equal to his base salary, a pro rated bonus for the year in which the
Measuring Date occurs plus continuance of certain fringe benefits or (ii) at Mr.
Bernstein's election (the "Election"), a lump-sum payment equal to 60 multiplied
by $41,000. Upon Mr. Bernstein's acquisition of alternative employment, the
Company's monthly obligation to Mr. Bernstein will be reduced to $30,600 (if Mr.
Bernstein has not made the Election). If, however, Mr. Bernstein had made the
Election and acquires alternative employment, he shall repay to the Company an
amount equal to the product of $10,503 and a
9
<PAGE>
number equaling the difference between 60 and the number of months between the
Measuring Date and the date Mr. Bernstein commences such new employment.
Pursuant to an employment agreement effective as of January 31, 1994, as
amended December 15, 1994 and February 1, 1997 between the Company and William
L. Hyde, Jr., Mr. Hyde served as President and Chief Operating Officer of the
Company. This employment agreement was terminated on September 18, 1997.
Effective December 15, 1994, the Company entered into change of control
agreements with Allen J. Bernstein and Thomas J. Baldwin (the "Change of Control
Agreements"). The Change of Control Agreements have a three-year term, subject
to automatic renewal for additional three-year periods on each third anniversary
of the Agreements unless the Company gives the executive at least 60 days' prior
notice that the Agreement will not be so extended. Pursuant to these Agreements,
the Company agrees to continue the executive in its employ for a three-year
period (the "Continuation Period") following a "Change of Control" (as such term
is defined in the applicable Change of Control Agreement). If, during the
Continuation Period, the executive's employment is terminated by the Company
other than for "cause" or if the executive terminates his employment with the
Company for "good reason" (as such terms are defined in the applicable Change of
Control Agreement), the Company is required to make a cash lump sum payment to
the executive equal to 2.99 times his base amount, as computed under the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), less
any severance payments payable to such executive pursuant to employment
agreements, where applicable; subject to reduction to the extent the total
amount received by the executive under the Change of Control Agreements and any
other agreement by reason of a Change of Control would constitute a "parachute
payment" under Section 280G(b)(2) of the Internal Revenue Code. In addition, for
a period of at least three years after such termination the Company is required
to continue to provide the executive with welfare benefits similar to those
received by him when employed by the Company. In general, an individual's base
amount as used above is the average annual compensation included in the gross
income of such individual for the most recent five taxable years ending before a
Change of Control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee of the Board of Directors
consists of John K. Castle, Lee M. Cohn and Dr. John J. Connolly. No member of
the Compensation and Stock Option Committee is a former or current officer or
employee of the Company or any of its subsidiaries. In addition, except as set
forth below, there are no relationships among the Company's executive officers,
members of the Compensation and Stock Option Committee or entities whose
executives serve on the Board of Directors or the Compensation and Stock Option
Committee that require disclosure under applicable SEC regulations. During
fiscal 1997, in exchange for consulting services provided by the Company to
Charlie Browns Acquisition Corp. ("CBAC") and Castle Harlan Partners III, L.P.
("CHPIII") in connection with CHPIII's acquisition of a controlling interest in
CBAC and CBAC 's acquisition of Charlie Browns, Inc., the Company received a
$252,000 consulting fee from CBAC and for a nominal amount, received a common
equity interest representing approximately 1.1% of CBAC. Mr. David B. Pittaway
is a Director of the Company and also is a member of the Board of Directors of
CBAC. Mr. Allen J. Bernstein, Chairman, President and Chief Executive Officer of
the Company, and Mr. Thomas J. Baldwin, Executive Vice President of the Company,
received individual consulting fees from CBAC and purchased shares of common
stock of CBAC. CHPIII is indirectly controlled by Mr. John K. Castle, a Director
of the Company. During fiscal 1997, the Company received $491,682 in exchange
for its equity interest in McCormick and Schmick Holding Corp. ("M&S"). Mr.
Allen J. Bernstein and Mr. David B. Pittaway previously served as members of the
Board of Directors of M&S.
10
<PAGE>
COMPENSATION COMMITTEE REPORT
OVERVIEW AND PHILOSOPHY. The Compensation and Stock Option Committee (the
"Committee") is composed entirely of non-management directors. It has been
delegated the authority to review and approve the remuneration arrangements for
the Chief Executive Officer and each of the other executive officers of the
Company. In addition, the Committee reviews the benefit plans for employees of
the Company and administers the Stock Option Plan and approves grants to be made
in connection therewith.
The Company's executive compensation is based upon three primary components:
base salary, annual bonuses and grants of stock options. Such compensation also
includes participation in various benefit plans generally available to employees
of the Company. The objectives of the Committee in determining the type and
amount of such executive officer compensation are to attract and retain superior
talent and to align the interests of management with the best interests of
stockholders.
To motivate management to enhance profitability and stockholder returns, the
Chief Executive Officer and other officers are paid an annual bonus based upon
the Company attaining certain performance-related targets as described below,
and participation in the Stock Option Plan provides the executive officers with
the opportunity to build substantial ownership interest in the Company.
Changes to Section 162(m) of the Internal Revenue Code may, effective for
tax years beginning on or after January 1, 1994, limit the Company's deductions
for any remuneration in excess of $1 million that is paid to certain executive
officers. The Committee intends that the deduction for any compensation paid to
any executive officer for the 1998 fiscal year will not be limited by Section
162(m) of the Code.
CASH COMPENSATION. Cash compensation typically consists of a base salary
plus an annual performance bonus. The base salaries for the Chief Executive
Officer is fixed under such officers' employment agreement which is described
above under the caption "Employment Contracts and Change of Control Contracts."
The base salaries for the other executive officers and annual performance
bonuses are also determined by the Committee, in each case based upon prevailing
economic and business conditions and opportunities, performance by comparable
organizations, performance of individual executives, stockholder value and such
other criteria as the Committee deems relevant. No particular weightings are
assigned by the Committee to any such factors. The Company paid bonuses to the
Named Officers as described above in the Summary Compensation Table under the
caption "Executive Compensation."
STOCK OPTION PLAN. The executive officers, as well as other employees of
the Company, are eligible to participate in the Stock Option Plan. The purpose
of the Stock Option Plan is to motivate and retain employees who are responsible
for the attainment of the primary long-term performance goals of the Company.
The Stock Option Plan is administered by the Committee. The Committee believes
that awards made under the Stock Option Plan provide the necessary long-term
incentive to focus managers on building profitability and stockholder value. The
Committee has the authority to determine the individuals to whom stock options
are awarded, the terms upon which option grants shall be made and the number of
shares subject to each option, all subject to the terms and conditions of the
Stock Option Plan. The Committee granted options to six executive officers under
the Stock Option Plan as described above under the caption "Options Granted in
Last Fiscal Year." The Committee believes that such awards provide the necessary
long-term incentive to focus managers on building profitability and stockholder
value.
In determining base salaries and annual bonuses, the Committee considered
the individual experience and performance of each executive officer as well as
the competitive marketplace to hire and retain qualified executives at the
appropriate level relative to the position, responsibilities and performance of
such executives. The Committee sets base salaries at levels which the Committee
believes are competitive with those of comparable executives at similarly
situated corporations.
OTHER COMPENSATION. The Company provides certain other benefits, such as
health insurance, to the executive officers that are generally available to
Company employees.
11
<PAGE>
In addition, during fiscal 1994 the Company entered into Change of Control
Agreements with certain of its executive officers as described above under the
caption "Employment Contracts and Change of Control Contracts."
In addition, certain executive officers are eligible to participate in the
Morton's Plan, which is described above in note 3 to the Summary Compensation
Table. Within certain limits prescribed by the Morton's Plan and applicable law,
the Company may authorize discretionary employer contributions subject to
certain limits, pro rata based upon compensation to eligible employees to a
retirement account. The Company made profit sharing contributions to all of the
Named Officers, as described in the Summary Compensation Table.
CHIEF EXECUTIVE OFFICER'S COMPENSATION. The base salary of the Chief
Executive Officer is fixed under his employment agreement. The employment
agreement was amended and restated as of February 28, 1995 and is terminable by
the Company upon 60 months' written notice.
The bonus paid thereunder is determined by the Committee based upon certain
performance-related targets being obtained. At the beginning of each fiscal year
the Committee establishes the profitability target which, in its discretion, may
be based on net income, operating income, net cash flow (adjusted for
nonrecurring items) or any other basis it considers appropriate. No particular
weightings are assigned by the Committee to any such factors. The Chief
Executive Officer is eligible to receive an annual bonus of up to 120% of his
base salary based upon the Company attaining such target. The payment of an
annual bonus and granting of options to the Chief Executive Officer are designed
to motivate the Chief Executive Officer to enhance profitability and stockholder
returns.
The Company also entered into a Change of Control Agreement with the Chief
Executive Officer as described above under the caption "Employment Contracts and
Change of Control Contracts" in fiscal 1994.
John K. Castle
Lee M. Cohn
John J. Connolly
Members of the Compensation
and Stock Option Committee
12
<PAGE>
PERFORMANCE GRAPH
Set forth below is a line-graph presentation comparing the cumulative
stockholder return, calculated on a dividend reinvested basis, for the Company's
Common Stock, against the cumulative total returns of the NASDAQ Composite Stock
Index and the Nation's Restaurant News Stock Index for the period from
commencement of public trading of the Common Stock on June 3, 1992 through
December 28, 1997. The graph assumes $100 was invested in the Company's Common
Stock, the NASDAQ Composite Stock Index and the Nation's Restaurant News Stock
Index on June 3, 1992. Note that historic stock price performance is not
necessarily indicative of future stock price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
MORTON'S RESTAURANT GROUP, INC. COMMON STOCK,
NASDAQ COMPOSITE AND NATION'S RESTAURANT NEWS STOCK INDICES
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS
<S> <C> <C> <C>
Nation's Restaurant News Stock
Morton's Restaurant Group, Inc. Common Stock Index NASDAQ Composite Stock Index Index
6/3/92 $ 100.00 $ 100.00 $ 100.00
12/31/92 157.50 116.31 124.98
12/31/93 122.50 132.71 113.10
1/1/95 120.00 129.76 111.53
12/31/95 112.50 184.55 158.02
12/29/96 160.66 227.45 160.00
12/28/97 197.50 278.77 167.98
</TABLE>
13
<PAGE>
CERTAIN TRANSACTIONS
On October 21, 1996, BankBoston, NA (formerly known as The First National
Bank of Boston), which was previously the sole provider of the Company's $32.5
million credit facility, syndicated $7.5 million of the credit facility to
Imperial Bank. Ms. Dianne Russell is a senior officer of Imperial Bank as well
as a Director of Morton's Restaurant Group, Inc.
See also "Executive Compensation--Compensation Committee Interlocks and
Insider Participation."
APPOINTMENT OF AUDITORS
(PROPOSAL 2)
Subject to ratification by stockholders at the Annual Meeting, the Board of
Directors of the Company, upon recommendation of the Audit Committee, has
reappointed KPMG Peat Marwick LLP as independent auditors to audit the books and
accounts of the Company for the fiscal year ending December 27, 1998.
A representative of KPMG Peat Marwick LLP is expected to be present at the
meeting to respond to appropriate questions and will have an opportunity to make
a statement if he or she desires to do so.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, or represented and entitled to vote, at the Annual
Meeting, is required to approve Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR
RATIFICATION OF THE RE-APPOINTMENT OF AUDITORS.
STOCKHOLDERS' PROPOSALS
Proposals of stockholders to be presented at the annual meeting to be held
in 1999 must be received by November 25, 1998 in order for such proposals to be
considered for inclusion in the Proxy Statement and form of proxy relating to
such meeting. Stockholders who do not present proposals for inclusion in the
Proxy Statement but who still intend to submit a proposal at the 1999 annual
meeting, and stockholders who intend to submit nominations for directors at the
meeting, are required to notify the Secretary of the Company of their proposal
or nominations, and provide certain other information, in accordance with and
during the time period set forth in the Company's Certificate of Incorporation
and By-laws. See "Election of Directors--Meetings of the Board of Directors and
Committees" for a brief summary of the procedure and time period for submitting
nominations for directors. Additional information and a copy of the Certificate
of Incorporation and By-laws may be obtained from the Secretary of the Company,
Morton's Restaurant Group, Inc., 3333 New Hyde Park Road, New Hyde Park, New
York 11042.
REPORTING UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater than
10% stockholders are required to furnish the Company with copies of all Forms 3,
4 and 5 they file. Based solely on the Company's review of the copies of such
Forms it has received and written representations from certain reporting persons
that they were not required to file Forms 5 for specified fiscal years, except
as noted below, the Company believes that all of its executive officers,
directors and greater than 10% stockholders complied with all Section 16(a)
filing requirements applicable to them during the Company's fiscal year ended
December 28, 1997. In 1997, reports were not timely filed when Alan A. Teran
purchased and sold stock of Morton's Restaurant Group, Inc. (no gain was
recognized on the sale of the stock) and when Mark Running became an executive
officer of Bertolini's Restaurants, Inc.
14
<PAGE>
The failure to file such forms was inadvertent and there were no transactions
required to be reported on such forms on the date they were required to be
filed.
OTHER BUSINESS
The management of the Company is not aware of any other matters to be
brought before the Annual Meeting. However, if any other matters are properly
brought before the Annual Meeting, the persons named in the enclosed form of
proxy will have discretionary authority to vote all proxies with respect to such
matters in accordance with their best judgment.
INCORPORATION BY REFERENCE
To the extent that this Proxy Statement has been or will be specifically
incorporated by reference into any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the
sections of the Proxy Statement entitled "Compensation Committee Report" and
"Performance Graph" shall not be deemed to be so incorporated unless
specifically otherwise provided in any such filing.
ANNUAL REPORT ON FORM 10-K
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 28, 1997, TOGETHER WITH FINANCIAL STATEMENTS AND SCHEDULES, AS FILED
WITH THE SEC ARE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST
ADDRESSED TO THOMAS J. BALDWIN, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER, MORTON'S RESTAURANT GROUP, INC., 3333 NEW HYDE PARK ROAD, NEW HYDE
PARK, NEW YORK 11042.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED ENVELOPE.
By order of the Board of Directors
Agnes Longarzo
SECRETARY
March 25, 1998
15
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
----------------------------------------------------------------------
THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of
Shareholders, you can be sure your shares are represented at the
Meeting by promptly returning your proxy (attached below) in the
enclosed envelope. Thank you for your attention to this important
matter.
----------------------------------------------------------------------
<TABLE>
<CAPTION>
DETACH HERE
<S> <C> <C> <C> <C> <C>
/ X / Please mark
votes as in
this example.
This Proxy when executed will be voted in the manner directed herein. If no direction is made, this proxy will be voted
FOR the election of Directors and FOR Proposal 2.
- -------------------------------------------------------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1 and 2.
- -------------------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. Election of Directors 2. Selection of KPMG Peat Marwick / / / / / /
LLP as the Company's
Nominees: Allen J. Bernstein and John K. Castle Independent Auditors.
/ / FOR BOTH / / WITHHELD
NOMINEES FROM BOTH
NOMINEES
/ /____________________________________________
For nominees except as noted above MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Signature:_________________________________Date:____________ Signature:___________________________________Date:_____________
</TABLE>
<PAGE>
DETACH HERE
PROXY
MORTON'S RESTAURANT GROUP, INC.
Solicited on Behalf of the Board of Directors of Morton's Restaurant Group, Inc.
The undersigned, revoking previous proxies relating to these shares,
hereby acknowledges receipt of the Notice and Proxy Statement dated March 25,
1998 in connection with the Annual Meeting to be held at 9:00 a.m. on May 12,
1998 at The Garden City Hotel, 45 Seventh Street, Garden City, New York
11530, and hereby appoints Thomas J. Baldwin and David B. Pittaway, and each
of them (with full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all shares of the
Common Stock of MORTON'S RESTAURANT GROUP, INC. registered in the name
provided herein which the undersigned is entitled to vote at the 1998 Annual
Meeting of Stockholders, and at any adjournment or adjournments thereof, with
all the powers the Undersigned would have if personally present. Without
limiting the general authorization hereby given, said proxies are, and each
of them is, instructed to vote or act as follows on the proposals set forth
in said Proxy Statement and on such other matters as may properly come before
the meeting.
If you wish to vote in accordance with the Board of Directors'
recommendations, just sign on the reverse side. You need not mark any boxes.
- ----------- -----------
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- ----------- -----------
