UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
MORTON'S RESTAURANT GROUP, INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
619429103
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel,
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 14, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
Item 1. Security and Issuer
This Amendment No.2 to Schedule 13D, which was filed with the
Securities and Exchange Commission (the "SEC") on May 6, 2002, as amended on May
21, 2002, relates to the common shares, $.01 par value (the "Shares"), of
Morton's Restaurant Group, Inc., a Delaware corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 3333 New Hyde Park
Road, New Hyde Park, New York 11042.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add:
On June 14, 2002, High River and Porterhouse Acquisition Corp.
("Porterhouse"), a wholly-owned subsidiary of High River, delivered to the
Issuer an Agreement and Plan of Merger (the "Agreement") by and among High
River, Porterhouse and the Issuer. The Agreement was executed by High River and
Porterhouse and provided for a merger of Porterhouse into the Issuer on
substantially the same terms as the Issuer's merger agreement with Castle Harlan
of March 26, 2002. The Agreement provided for consideration of $ 13.50 per share
in cash for each outstanding share of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, none of the Registrants has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
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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.
Dated: June 17, 2002
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.
General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment No. 2 to Schedule 13D with respect
to Morton's Restaurant Group, Inc.]
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