BFMA Accuses Morton's CEO Of Blatantly Misleading Shareholders In Its Press Release And Demands Specific Action Before Spending More.

Business Editors

POMPANO BEACH, Fla.--(BUSINESS WIRE)--July 20, 2001

BFMA Holding Corporation accused Allen Bernstein, the Chairman and CEO of Morton's Restaurant Group, Inc. (NYSE: MRG), of blatantly misleading shareholders in its press release yesterday.

In a letter from Barry W. Florescue, President and Chairman of the Board of BFMA, to Mr. Bernstein, Mr. Florescue openly questioned the integrity and capability of the company's management and its board. Mr. Florescue demanded specific action from the company's board prior to BFMA spending any more in pursuit of this acquisition.

Mr. Florescue commented, "Since BFMA made its offer three months ago, (Mr. Bernstein has) dragged (his) feet at every step in the process and avoided any serious exploration of our offer. As we have publicly stated before, (Mr. Bernstein) delayed this process for three months with the sole intention of claiming that our offer was "not serious" once our financing commitment expired. (Mr. Bernstein has) achieved (his) objectives to the detriment of the shareholders. In addition, (he has) been wholly insincere in (his) exploration of other strategic alternatives and (has) failed to deliver any alternative that would provide the shareholders more value."

BFMA reiterated its interest in acquiring Morton's but stated that it would not pay the fees to extend its financing commitment in light of the company's actions to date. BFMA specifically demanded that the board immediately commit to an outright sale process, openly invite all interested parties into the process, remove John Castle from the special committee and place an independent shareholder representative on the board to observe and administer the sale process.

Mr. Florescue's letter continued with its criticism of management and the board by highlighting details of the company's recently announced poor performance. The letter accused management of "playing games with (their) numbers" and demanded an investigation by an outside legal and accounting firm that will represent the shareholders interests. The letter further states that "(e)ven if Morton's board of directors now takes steps to cover themselves from potential personal liability by feigning efforts to explore a possible sale to other interested buyers, the fact that they have attempted to waste this corporate opportunity for their own personal gain is unconscionable."

Mr. Florescue stated that he was "surprised by the arrogance of this board in its treatment of the company's shareholders. These shareholders trusted the directors to fairy represent their interests as owners of the company. Based on (their) conduct to date, the shareholders' trust was misplaced. I would anticipate that these shareholders will not make the same mistake twice."