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BFMA Reaffirms Its Interest in Acquiring Mortons and Accuses Morton's of Delaying the 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)--June 28, 2001

In a letter to Greenhill & Co., advisor to 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
), BFMA BFMA Business Forms Management Association
BFMA Battlefield Functional Mission Area
BFMA Battle Force Maintenance Activity
BFMA Business/Financial Management Analyst
 Holding Corporation yesterday reaffirmed its interest in acquiring Morton's and accused the "special committee" of Morton's board of delaying the sale process to serve their own personal interests.

Barry W. Florescue, President and Chairman of the Board of BFMA, commented, "Given the company's complete inaction in·ac·tion  
n.
Lack or absence of action.


inaction
Noun

lack of action; inertia

Noun 1.
 with respect to this matter, we are convinced that the special committee is taking whatever steps it deems necessary to avoid truly exploring BFMA's offer. Their inaction simply confirms that, despite what may be in the best interest of shareholders, this board does not want to see this company sold to BFMA or anyone else. Their inaction appears intended to insure that our due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  and purchase documentation cannot be completed prior to the expiration of our financing commitment letter. It is clear to anyone observing their actions that they are taking an unreasonable amount of time to address each step in this process. Notwithstanding their delay, BFMA remains committed to this acquisition and, if necessary, will explore an extension of its financing commitment. In addition, we have already received expressions of interest from numerous alternative sources of capital."

Mr. Florescue continued, "In addition to the company's public statements about reducing expenses and exploring strategic alternatives, it is our understanding that, in exchange for the agreement by certain large institutional shareholders to reelect re·e·lect also re-e·lect  
tr.v. re·e·lect·ed, re·e·lect·ing, re·e·lects
To elect again.



re
 Allen Bernstein, John Castle and 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
, these directors and officers promised that the company would explore adding a shareholder representative as a director, promptly engage in a review of strategic alternatives, including a fair and expeditious ex·pe·di·tious  
adj.
Acting or done with speed and efficiency. See Synonyms at fast1.



ex
 review of BFMA's offer, and explore the interest of other parties in acquiring the company. It has been nearly two months and the company has not delivered on any of these promises. We believe that management's and the special committee's inaction borders on a violation of their fiduciary duties to shareholders. Their inaction makes BFMA believe that they never truly intended to explore a sale of the company. In fact, we now believe that these promises were made without any intention of fulfilling them and solely to keep Messrs. Bernstein, Baldwin and Castle on the board."

Mr. Florescue further stated that BFMA is "disappointed by the actions of John Castle, the purported "chairman" of the not-so-independent special committee of Morton's board. His actions appear aimed at preventing BFMA from performing due diligence. We believe that Mr. Castle's efforts to delay the sale process are the result of his desire to have BFMA drop its offer to purchase the company. He appears hopeful either that BFMA's financing commitment will expire or that the certain large institutional shareholders to whom they made the above promises will sell their stock. These both may happen but BFMA is not going away. We believe and many other shareholders have expressed their belief that he is not acting in the interest of all of the Morton's shareholders." "...there is tremendous opportunity in the Morton's brand; however, we have little confidence in the existing senior management team to realize that value for the company's shareholders. The recent announcements by management regarding Morton's expected financial performance cause us great concern. If these statements are true, they are further evidence supporting our concerns that this senior management team is incapable of managing Morton's through these turbulent times."
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
Date:Jun 28, 2001
Words:568
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