SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Morton's Restaurant Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
619430101
(CUSIP Number)
Alison S. Ressler
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East
Suite 2100
Los Angeles, California 90067-1725
(310) 712-6600
(Name, address and telephone number
of person
authorized to receive notices and communications)
February 14, 2006
(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 [ ].
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.
(Continued on following pages)
(Page 1 of 12 Pages)
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*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
CUSIP NO. 619430101 13D Page 2 of 12 Pages
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(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Laurel Crown Capital LLC:
Series One - LC/Morton's
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS* OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,362,529 (See Item 5(a) and 5(b))
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,362,529 (See Item 5(a) and 5(b))
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,362,529 (See Item 5(a) and 5(b))
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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)
8.5%
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(14) TYPE OF REPORTING PERSON *
OO
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 619430101 13D Page 3 of 12 Pages
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(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Laurel Crown Management, LLC
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS* OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,362,529 (See Item 5(a) and 5(b))
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,362,529 (See Item 5(a) and 5(b))
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,362,529 (See Item 5(a) and 5(b))
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON *
OO
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 619430101 13D Page 4 of 12 Pages
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(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Laurence E. Paul
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS* OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,362,529 (See Item 5(a) and 5(b))
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,362,529 (See Item 5(a) and 5(b))
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,362,529 (See Item 5(a) and 5(b))
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON *
IN
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 619430101 13D Page 5 of 12 Pages
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(1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Stephen E. Paul
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS* OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,362,529 (See Item 5(a) and 5(b))
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,362,529 (See Item 5(a) and 5(b))
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,362,529 (See Item 5(a) and 5(b))
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON *
IN
-----------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 619430101 13D Page 6 of 12 Pages
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Item 1. Security and Issuer.
This statement on Schedule 13D ("Schedule 13D") relates to shares (the
"Shares") of the common stock, par value $0.01 ("Common Stock"), of Morton's
Restaurant Group, Inc. (the "Issuer"). The principal executive offices of the
Issuer is located at 325 North LaSalle Street, Suite 500, Chicago, Illinois
60610.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Laurel Crown Capital LLC: Series One - LC/Morton's, a series of
Laurel Crown Capital, LLC, a Delaware limited liability company, in
connection with the Shares owned directly by such series;
(ii) Laurel Crown Management, LLC, a Delaware limited liability
company, in connection with the Shares owned directly by Laurel Crown
Capital LLC: Series One - LC/Morton's, as more fully described in Item 5(a)
and 5(b) below;
(iii) Laurence E. Paul, in connection with Shares owned directly by
Laurel Crown Capital LLC: Series One - LC/Morton's, as more fully
described in Item 5(a) and 5(b) below; and
(iv) Stephen E. Paul, in connection with Shares owned directly by
Laurel Crown Capital LLC: Series One - LC/Morton's as more fully described
in Item 5(a) and 5(b) below.
The persons and entities above are referred to herein collectively as the
"Reporting Persons". Information with respect to each of the Reporting Persons
is given solely by such Reporting Person, and no Reporting Person assumes
responsibility for the accuracy or completeness of information furnished by
another Reporting Person.
Laurel Crown Capital LLC: Series One - LC/Morton's is a series of Laurel
Crown Capital, LLC established pursuant to Section 18-215 of the Delaware
Limited Liability Company Act.
Laurel Crown Management, LLC is the manager of Laurel Crown Capital,
LLC. Laurence E. Paul, Stephen E. Paul and Karen P. Zimmer are the members of
the board of managers of Laurel Crown Management, LLC, and Laurence E. Paul and
Stephen E. Paul are the sole members of the investment committee of Laurel Crown
Management, LLC.
Laurence E. Paul and Stephen E. Paul are members of the board of
managers and sole members of the investment committee of Laurel Crown
Management, LLC, and in such capacity share the voting and investment control
over the securities held by Laurel Crown Capital LLC: Series One - LC/Morton's.
CUSIP NO. 619430101 13D Page 7 of 12 Pages
The Reporting Persons are making a joint filing pursuant to the
requirements of the rules of the Securities and Exchange Commission promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The principal business address of each of the entities or persons
identified in this Item 2 is c/o Laurel Crown Capital, LLC, 1601 Cloverfield
Blvd., South Tower, 2nd floor, Santa Monica, CA 90404.
(c) The principal business of Laurel Crown Capital, LLC, is that of
making investments. The principal business of Laurel Crown Management, LLC is of
being the manager of Laurel Crown Capital, LLC. The principal occupations of
Laurence E. Paul, Stephen E. Paul and Karen P. Zimmer are being the managers of
Laurel Crown Management, LLC.
(d) None of the entities or persons identified in this Item 2 have,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 have,
during the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and 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) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
CUSIP NO. 619430101 13D Page 8 of 12 Pages
Item 3. Source and Amount of Funds and Other Consideration.
Laurel Crown Capital LLC: Series One - LC/Morton's (the "Direct
Holder") acquired Shares in connection with the recapitalization of the Issuer
and certain of its affiliates in connection with the Issuer's initial public
offering consummated on February 14, 2006 (the "IPO"). Pursuant to this
recapitalization, the Direct Holder received 1,964,668 Shares in respect of
units that the Direct Holder previously held in Morton's Holding LLC, a Delaware
limited liability company ("Holdings LLC"), of which 602,139 Shares of Common
Stock were sold by the Direct Holder in connection with the IPO. The units of
Holdings LLC originally acquired by the Direct Holder in 2002 using capital
contributions from members.
Item 4. Purpose of the Transaction.
The Direct Holder was an investor in Holdings LLC prior to the
recapitalization. The Common Stock issued by the Issuer was acquired by the
Direct Holder as a result of the distribution of such Shares of Common Stock to
unitholders of Holdings LLC.
The Reporting Persons have acquired the Shares reported herein for
investment purposes. Consistent with such purpose, the Reporting Persons have
had, and may have in the future, discussions with management of the Issuer and
may make suggestions concerning the Issuer's operations, prospects, business and
financial strategies, assets and liabilities, business and financing
alternatives and such other matters as the Reporting Persons may deem relevant
to their investments in the Shares and other securities of the Issuer. Each
Reporting Person expects that it will, from time to time, review its investment
position in the Issuer and may, depending on market and other conditions,
increase or decrease its investment position in the Shares or other securities
of the Issuer.
Whether the Reporting Persons purchase any additional Shares or other
securities of the Issuer or dispose of any Shares or other securities of the
Issuer, and the amount and timing of any such transactions, will depend upon the
Reporting Persons' individual continuing assessments of pertinent factors,
including the availability of Shares or other securities of the Issuer for
purchase at particular price levels, the Issuer's and the particular Reporting
Person's business and prospects, other business investment opportunities
available to the particular Reporting Person, economic conditions, stock market
conditions, money market conditions, the attitudes and actions of the Board of
Directors and management of the Issuer, the availability and nature of
opportunities to dispose of the particular Reporting Person's interest in the
Issuer, to realize trading profits or minimize trading losses, and other plans
and requirements of the particular Reporting Person. Depending upon its
individual assessments of these factors from time to time, each Reporting Person
may change its present intentions as stated above, including determining to
acquire additional Shares or other securities of the Issuer (by means of open
market or privately negotiated purchases) or to dispose of some or all of the
Shares or other securities of the Issuer held by or under the control of such
Reporting Person. In addition, each Reporting Person may from time to time enter
into equity swap or other derivative transactions with respect to its investment
in the Shares or other securities of the Issuer.
Other than as set forth above, none of the Reporting Persons have any
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The approximate percentage of Shares reported beneficially owned by
each person herein is based upon 16,098,500 Shares, which reflects the Shares of
Common Stock issued and outstanding as reported in the Issuer's Prospectus dated
February 8, 2006.
(i) Laurel Crown Capital, LLC: Series One - LC/Morton's, owns directly
1,362,529 Shares, constituting approximately 8.5% of the Shares
outstanding.
CUSIP NO. 619430101 13D Page 9 of 12 Pages
(ii) Laurel Crown Management, LLC owns directly no Shares. By reason of
Rule 13d-3 of the Exchange Act and its role as manager of Laurel Crown
Capital, LLC: Series One - LC/Morton's, Laurel Crown Management, LLC, may
be deemed to beneficially own 1,362,529 Shares, constituting approximately
8.5% of the Shares outstanding, which Shares are owned directly by Laurel
Crown Capital LLC: Series One - LC/Morton's. Laurel Crown Management, LLC
disclaims beneficial ownership of such Shares;
(iii) Laurence E. Paul owns directly no Shares. By reason of Rule 13d-3
of the Exchange Act and his role as a member of the investment committee of
Laurel Crown Management, LLC, Laurence E. Paul may be deemed to
beneficially own 1,362,529 Shares, constituting approximately 8.5% of the
Shares outstanding, which Shares are owned directly by Laurel Crown Capital
LLC: Series One - LC/Morton's. Laurence E. Paul disclaims beneficial
ownership of such Shares except as to Shares representing his pro rata
interest in, and interest in the profits of, the Shares through Laurel
Crown Capital LLC: Series One - LC/Morton's;
(iv) Stephen E. Paul owns directly no Shares. By reason of Rule 13d-3
of the Exchange Act and his role as a member of the investment committee of
Laurel Crown Management, LLC, Stephen E. Paul may be deemed to beneficially
own 1,362,529 Shares, constituting approximately 8.5% of the Shares
outstanding, which Shares are owned directly by Laurel Crown Capital LLC:
Series One - LC/Morton's. Laurence E. Paul disclaims beneficial ownership
of such Shares except as to Shares representing his pro rata interest in,
and interest in the profits of, the Shares through Laurel Crown Capital
LLC: Series One - LC/Morton's.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 hereof is the
beneficial owner of any Shares.
(b) Laurel Crown Capital, LLC: Series One - LC/Morton's, its investment
manager, Laurel Crown Management, LLC, and Laurel Crown Management, LLC's
investment committee members, Laurence E. Paul and Stephen E. Paul share the
power to vote, direct the vote, to dispose, and to direct the disposition of all
of the 1,362,529 Shares directly owned by Laurel Crown Capital, LLC: Series One
- LC/Morton's.
CUSIP NO. 619430101 13D Page 10 of 12 Pages
(c) The Reporting Persons have not effected any transactions in the
Common Stock since the date of event which required the filing of this Schedule
13D, except as described in Item 3 of this Schedule 13D.
(d) No person other than the Direct Holder is known to have the right
to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, such Shares of the Common Stock.
(e) Not applicable.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission that any Reporting Person is the beneficial
owner of any Common Stock referred to in this Schedule 13D for the purposes of
Section 13(d) of the Act or for any other purpose, and such beneficial ownership
is expressly disclaimed.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Reporting Persons have entered into a Joint Filing Agreement
attached as Exhibit 1 hereto, as required by Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended.
The Issuer and Laurel Crown Capital, LLC: Series One-LC/Morton's and
other Shareholders of the Issuer listed on the signature pages thereto have
entered into a Registration Rights Agreement dated as of January 31, 2006 (the
"Registration Rights Agreement"). The terms of the Registration Rights Agreement
include provisions for demand registration rights and piggyback registration
rights in favor of Laurel Crown Capital, LLC: Series One-LC/Morton's and the
other Shareholders party thereto.
The forgoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the text of such document, which is
listed as Exhibit 2 hereto, and incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement, as required by Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Exhibit 2 - Registration Rights Agreement, dated as of January 31,
2006, as amended, by and among Morton's Restaurant
Group, Inc., Castle Harlan Partners III, L.P., Laurel
Crown Capital, LLC: Series One-LC/Morton's and certain
other parties thereto (incorporated by reference to
Amendment No. 3 to the Issuer's Registration Statement
on Form S-1, filed on February 2, 2006, and incorporated
by reference).
CUSIP NO. 619430101 13D Page 11 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: February 14, 2006
LAUREL CROWN CAPITAL, LLC: SERIES ONE - LC/MORTON'S
By: LAUREL CROWN MANAGEMENT, LLC, its manager
By: Laurence E. Paul, manager
By: /s/ Laurence E. Paul
---------------------------
LAUREL CROWN MANAGEMENT, LLC
By: Laurence E. Paul and Stephen E. Paul,
its managers
By: /s/ Laurence E. Paul
---------------------------
By: /s/ Stephen E. Paul
---------------------------
LAURENCE E. PAUL
By: /s/ Laurence E. Paul
---------------------------
STEPHEN E. PAUL
By: /s/ Stephen E. Paul
---------------------------
CUSIP NO. 619430101 13D Page 12 of 12 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements.
Dated: February 14, 2006
LAUREL CROWN CAPITAL, LLC: SERIES ONE - LC/MORTON'S
By: LAUREL CROWN MANAGEMENT, LLC, its manager
By: Laurence E. Paul, manager
By: /s/ Laurence E. Paul
---------------------------
LAUREL CROWN MANAGEMENT, LLC
By: Laurence E. Paul and Stephen E. Paul,
its managers
By: /s/ Laurence E. Paul
---------------------------
By: /s/ Stephen E. Paul
---------------------------
LAURENCE E. PAUL
By: /s/ Laurence E. Paul
---------------------------
STEPHEN E. PAUL
By: /s/ Stephen E. Paul
---------------------------