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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 4
Morton's Restaurant Group, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
619429103
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 9 pages
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CUSIP No. 619429103 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Trust on behalf of
Goldman Sachs Small Cap Value Fund
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
240,000
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
240,000
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
240,000
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
4.3%
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12. Type of Reporting Person
IC
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Page 2 of 9 pages
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CUSIP No. 619429103 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, a separate operating division of
Goldman, Sachs & Co.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 118,000
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
240,000
Owned by
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Each 7. Sole Dispositive Power
Reporting 118,000
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
240,000
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
358,000
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
6.4%
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12. Type of Reporting Person
IA
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Page 3 of 9 pages
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Item 1(a). Name of Issuer:
Morton's Restaurant Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
3333 New Hyde Park Road
Suite 210
New Hyde Park, NY 11042
Item 2(a). Name of Persons Filing:
Goldman Sachs Asset Management and Goldman Sachs Trust
on behalf of Goldman Sachs Small Cap Value Fund
Item 2(b). Address of Principal Business Office or, if none, Residence:
1 New York Plaza, New York, NY 10004
Item 2(c). Citizenship:
Goldman Sachs Asset Management - New York
Goldman Sachs Trust - Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
619429103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[X] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
Goldman Sachs Trust on behalf of
Goldman Sachs Small Cap Value Fund
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman Sachs Asset Management, a separate
operating division of Goldman, Sachs & Co.
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 9 pages
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Item 4. Ownership.(1)(2)
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.(2)
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owners of more than five percent of the
class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on behalf of another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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(1) This filing amends the Schedule 13G filed on February 12, 1999 by,
among others, Goldman Sachs Trust on behalf of Goldman Sachs Small Cap Value
Fund.
(2) In accordance with Securities and Exchange Commission ("SEC") Release
No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the asset management division of Goldman, Sachs & Co. (the
"Asset Management Division"). This filing does not reflect securities, if any,
beneficially owned by any other division of Goldman, Sachs & Co. The Asset
Management Division disclaims beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which it or its
employees have voting or investment discretion, or both, and (ii) certain
investment entities, of which its affiliate is the general partner, managing
general partner or other manager, to the extent interests in such entities are
held by persons other than the Asset Management Division.
Page 5 of 9 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2000
GOLDMAN, SACHS & CO. on behalf of
Goldman Sachs Asset Management
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN SACHS TRUST on behalf of
Goldman Sachs Small Cap Value Fund
By: /s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Page 6 of 9 pages
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Power of Attorney, dated December 21, 1998, relating to
Goldman, Sachs & Co.
99.2 Power of Attorney, dated April 30, 1999, relating to
Goldman Sachs Trust
Page 7 of 9 pages
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Exhibit (99.1)
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By:/s/ Robert J. Katz
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Name: Robert J. Katz
Title: Executive Vice President
Page 8 of 9 pages
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Exhibit (99.2)
POWER OF ATTORNEY
This power of attorney will expire on April 30, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS TRUST (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, as amended, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of April 30, 1999.
GOLDMAN SACHS TRUST
By:/s/ Michael J. Richman
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Name: Michael J. Richman
Title: Secretary
Page 9 of 9 pages
