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BFMA Criticizes Morton's Board for Failing to Commit to a Sale Process.


Business Editors

POMPANO BEACH Pompano Beach (pŏm`pənō), city (1990 pop. 72,411), Broward co., SE Fla., on the Atlantic coast and the Intracoastal Waterway; inc. 1908. It is a resort city with ocean beaches, excellent fishing, and a harness-racing track. , Fla.--(BUSINESS WIRE)--May 9, 2001

In response to a press release issued by Morton's Restaurant Group Morton's Restaurant Group, Inc. (NYSE: MRT) is the world's largest owner and operator of company-owned upscale restaurants, with locations in the United States, Canada, Hong Kong and Singapore. , Inc. (NYSE NYSE

See: New York Stock Exchange
: MRG MRG Merge
MRG Minority Rights Group International
MRG Mad River Glen (Vermont)
MRG Mouvement des Radicaux de Gauche (French: Left Radical Movement)
MRG Manyetik Rezonans Görüntüleme
) late yesterday, Mr. Florescue, President and Chairman of the Board of BFMA BFMA Business Forms Management Association
BFMA Battlefield Functional Mission Area
BFMA Battle Force Maintenance Activity
BFMA Business/Financial Management Analyst
, stated, "We view Allen Bernstein's announcement as a last-minute effort to save himself, Tom Baldwin Tom Baldwin may refer to:
  • Tom Baldwin (The 4400), the lead character of The 4400 television series
  • Tom Baldwin (NASCAR Driver) (1947-2004), NASCAR Modified driver
  • Tom Baldwin (General Hospital), a fictional character on soap opera General Hospital
 and John Castle from being voted off the board at this Thursday's shareholder meeting."

Mr. Florescue further added, "Despite what management and the board say publicly now, after this election, if Messrs. Bernstein, Baldwin and Castle are re-elected to the board, we believe they will act in a way that serves their personal interest, free from shareholder scrutiny. There will be little, if any, means for shareholders to influence their behavior. The threat to vote against the incumbent directors now is the only leverage that shareholders have. The shareholders should keep the pressure on the incumbent directors until the board announces the formation of an independent committee whose sole objective is to sell the company to the highest bidder HIGHEST BIDDER, contracts. He who, at an auction, offers the greatest price for the property sold.
     2. The highest bidder is entitled to have the article sold at his bid, provided there has been no unfairness on his part.
 whether it is BFMA or another interested party."

Mr. Florescue further noted that Institutional Shareholder Services (ISS ISS

See Institutional Shareholder Services (ISS).
), the nation's leading independent provider of proxy voting and governance advice to major institutional investors, recommended that the Morton's board delay the shareholder meeting. The ISS report stated "...ISS believes that the board should have delayed the meeting in light of BFMA's recent bid. Given BFMA's bid, we believe that the shareholders should be given the opportunity to evaluate the board's process in evaluating the bid.... ISS believes that the postponement of the meeting would provide shareholders with more information to better assess the board's motives before deciding on which nominees would best serve the interests of all shareholders." ISS further recommended that shareholders should vote FOR the BFMA slate of nominees to "ensure that the company will consider a sale in an expedient and fair manner to all shareholders."

Mr. Florescue then stated, "Morton's press release is far less than a commitment to pursue a sale of the company in a fair and expedient manner to BFMA or any other interested parties. If Morton's board does publicly commit to sell the company in this manner, BFMA would not oppose a 30-day postponement of the shareholder meeting. Although a postponement is not our preferred outcome, we appreciate its fairness to the shareholders of the company. If the board does not fulfill its commitment to pursue a sale process in a fair and expedient manner, the shareholders will have the right to remove the directors at a later date.

The Morton's press release also announced that Morton's is in the process of identifying potential cost-cutting initiatives, including reduced corporate overhead expenditures, and that the company has frozen the issuance of stock options to senior executives and suspended the stock repurchase Stock repurchase

A firm's repurchase of outstanding shares of its common stock.
 program. Mr. Florescue further stated, "These announced initiatives are a direct result of my criticism of the board and management in my May 2 letter to shareholders. This board and management team have shown that they will not act unless they continue to feel pressure from shareholders. This is the reason that shareholders should vote FOR the BFMA nominees."

Notwithstanding Mr. Bernstein's announcement concerning the weakened financial prospects for Morton's second quarter, BFMA remains committed to its offer to purchase the company.

BFMA urges that shareholders vote FOR BFMA's slate of nominees at Morton's annual meeting currently scheduled for 9:00 am, New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 time, on Thursday, May 10. If you have already voted for the incumbent directors, it is not too late to change your vote. Please contact Mike Brinn of Innisfree M&A Incorporated at (212) 750-8253 if you need assistance with your vote.
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:May 9, 2001
Words:612
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