UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Morton's Restaurant Group, Inc.
-------------------------------
(Name of Issuer)
Common Stock, $.01 par value
-----------------------------
(Title of Class of Securities)
619429103
---------
(CUSIP Number)
Mr. Donald T. Netter
c/o Dolphin Limited Partnerships
96 Cummings Point Road
Stamford, Connecticut 06902
(203) 358-8000
--------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 19, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
Page 1 of 18 pages
SCHEDULE 13D
CUSIP No. 619429103
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dolphin Limited Partnership I, L.P.
06-156-7782
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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) SOURCE OF FUNDS
WC
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7) SOLE VOTING POWER
NUMBER OF 254,800
SHARES __________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY none
EACH __________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 254,800
WITH __________________________________________________________
10) SHARED DISPOSITIVE POWER
none
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,800
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
Item 1. Security and Issuer.
-------------------
This Statement on Schedule 13D (the "Statement") relates to the common
stock, $.01 par value (the "Common Stock"), of Morton's Restaurant Group, Inc.,
a Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 3333 New Hyde Park Road, New Hyde Park, New York 11042.
Item 2. Identity and Background.
-----------------------
(a) - (c) This statement is being filed by Dolphin Limited
Partnership I, L.P. ("Dolphin").
Dolphin is a Delaware limited partnership formed to engage primarily
in the business of investing in corporate securities. The address of the
principal business and principal offices of Dolphin is 96 Cummings Point Road,
Stamford, Connecticut 06902.
The general partner of Dolphin is Dolphin Associates LLC, a Delaware
limited liability company formed to be the general partner of Dolphin and other
investing partnerships. The address of the principal business and principal
offices of Dolphin Associates LLC is 96 Cummings Point Road, Stamford,
Connecticut 06902.
The managing member of Dolphin Associates LLC is Dolphin Holdings
Corp. Dolphin Holdings Corp. is a Delaware corporation formed to be the
managing member of Dolphin Associates LLC. The address of the principal
business and principal offices of Dolphin Holdings Corp. is 96 Cummings Point
Road, Stamford, Connecticut 06902. The officers and directors of Dolphin
Holdings Corp. and their principal occupations and business addresses are set
forth on Schedule I and incorporated by reference in this Item 2.
(d) - (e) During the last five years, neither Dolphin nor any other
person identified in response to this Item 2 was convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction nor as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) Each natural person identified in Item 2 is a citizen of
the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
All purchases of Common Stock by Dolphin were made in the open
market and were funded by working capital. The amount of the funds expended by
Dolphin for such purchases was $3, 717,241, inclusive of commissions and
execution related costs.
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Item 4. Purpose of Transaction.
----------------------
Dolphin acquired beneficial ownership of the shares of Common Stock
to which this Statement relates for investment purposes and to obtain a
significant equity interest in the Company.
Dolphin may acquire additional shares or other securities of the
Company or sell or otherwise dispose of any or all of the shares or other
securities of the Company beneficially owned by it. Although Dolphin has not
determined a course of action with respect to the Company, Dolphin may take any
other action with respect to the Company or any of its securities in any manner
permitted by law.
In January 2002, counsel for Dolphin contacted the Company's
financial advisor and indicated that Dolphin was interested in pursuing a
possible acquisition transaction with the Company and asked to receive the
Company's standard confidentiality agreement. Counsel to the Company's Special
Committee indicated to Dolphin's counsel that Dolphin would be required to
execute a confidentiality agreement that contained standstill provisions in
order to be permitted to review certain information about the Company. Dolphin
attempted to revise certain terms of the confidentiality agreement and to remove
the standstill provisions contained therein. On February 8, 2002, counsel to the
Company's Special Committee informed counsel to Dolphin that the standstill
provisions would not be removed from the Company's standard confidentiality
agreement. On February 11, 2002, Dolphin sent a letter to the Chairman of the
Special Committee of the Company, a copy of which is attached hereto as Exhibit
99.1. In such letter, Dolphin indicated its objection to the standstill
provisions as well as certain other provisions contained in the confidentiality
agreement which the Company required Dolphin to execute. On February 20, 2002,
in response to a letter from counsel to the Company's Special Committee, Dolphin
sent a letter to the Chairman of the Special Committee of the Company
expressing, among other things, its belief that the standstill provisions
contained in the Company's form of confidentiality agreement would chill the
Company's stated objective of fully exploring a potential sale of the Company. A
copy of such letter is attached hereto as Exhibit 99.2. On February 27, 2002,
Dolphin sent a letter to the Chairman of the Special Committee of the Company
indicating, among other things, that based on the Company's exclusion of
legitimate potential bidders for the Company as a result of the standstill
provisions in the confidentiality agreement, it would be inappropriate for the
Company to agree to any breakup or lockup fee or other agreement that could
prove more costly to other potential bidders. A copy of such letter is attached
hereto as Exhibit 99.3. On March 14, 2002, Dolphin sent a letter to the Chairman
of the Special Committee of the Company, a copy of which is attached hereto as
Exhibit 99.4. In such letter, Dolphin, among other things, expressed its belief
that the standstill provisions contained in the form of confidentiality
agreement which the Company required potential bidders to execute failed to
serve any business purpose or benefit to the stockholders of the Company. On May
24, 2002, Dolphin sent a letter to the Chairman of the Special Committee of the
Company expressing, among other things, its view for the need for a new auction
process where neither standstill provisions nor undue burdens would be utilized
to repel potential bidders for the Company. A copy of such letter is attached
hereto as Exhibit 99.5
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Except as set forth in this Item 4, Dolphin does not have any
present plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the date hereof, Dolphin owns an aggregate of 254,800
shares of Common Stock, representing approximately 6.1% of the 4,189,711 shares
of Common Stock reported by the Company in its Schedule 14A filed with the
Securities and Exchange Commission on June 18, 2002, to be issued and
outstanding as of June 12, 2002.
(b) As of the date hereof, Dolphin has sole voting and dispositive
power over the shares of Common Stock beneficially owned by it.
(c) Except as set forth in the attached Schedule II, Dolphin has not
effected any transaction in shares of such Common Stock during the 60 days
preceding the date hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
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Not applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit No. Description
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99.1 Letter dated February 11, 2002 to the Chairman of the Special
Committee of the Company.
99.2 Letter dated February 20, 2002 to the Chairman of the Special
Committee of the Company.
99.3 Letter dated February 27, 2002 to the Chairman of the Special
Committee of the Company.
99.4 Letter dated March 14, 2002 to the Chairman of the Special Committee
of the Company.
99.5 Letter dated May 24, 2002 to the Chairman of the Special Committee
of the Company.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: June 28, 2002
DOLPHIN LIMITED PARTNERSHIP I, L.P.
by DOLPHIN ASSOCIATES LLC, its general
partner,
by DOLPHIN HOLDINGS CORP., its managing
member,
by /s Donald T. Netter
-------------------------------
Name: Donald T. Netter
Title: Senior Managing Director
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SCHEDULE I
Directors and Officers of Dolphin Holdings Corp.
Name and Position Principal Occupation Principal Business Address
----------------- -------------------- --------------------------
Donald T. Netter, Senior Managing Director, 96 Cummings Point Road
Director, Senior Managing Chief Executive Officer Stamford, Connecticut 06902
Director, Chief Executive and President, Dolphin
Officer and President Holdings Corp.
Theodore A. DeBlanco, Managing Director and 96 Cummings Point Road
Managing Director and Senior Vice President, Stamford, Connecticut 06902
Senior Vice President Dolphin Holdings Corp.
Brett J. Buckley, Vice Vice President, Dolphin 96 Cummings Point Road
President Dolphin Holdings Corp. Stamford, Connecticut 06902
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SCHEDULE II
Shares purchased by Dolphin Limited Partnership I, L.P.
Date Number of Shares Price Per Share Cost1
---- ---------------- --------------- -----
4/30/02 1,000 $ 13.40 $ 13,400
5/10/02 1,900 $ 14.70 $ 27,930
5/22/02 800 $ 14.14 $ 11,312
5/24/02 4,000 $ 14.45 $ 57,800
5/28/02 5,050 $ 14.40 $ 72,720
6/17/02 500 $ 14.00 $ 7,000
6/19/02 1,000 $ 15.18 $ 15,180
6/19/02 14,800 $ 15.12 $223,776
6/20/02 10,000 $ 15.21 $152,100
6/20/02 15,000 $ 15.18 $227,700
6/21/02 2,000 $ 15.01 $ 30,020
6/21/02 3,500 $ 14.75 $ 51,625
Shares sold by Dolphin Limited Partnership I, L.P.
Date Number of Shares Price Per Share Proceeds2
---- ---------------- --------------- ---------
5/1/02 5,000 $13.95 $69,750
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1 Excludes commissions and other execution-related costs.
2 Excludes commissions and other execution-related costs.
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