UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 16, 2006
Morton's Restaurant Group, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
1-12692 13-3490149
----------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
325 North LaSalle Street, Suite 500
Chicago, Illinois 60610
-------------------------------------------------------
(Address of principal executive offices and zip code)
(312) 923-0030
-------------------------------------------------------
(Registrant's telephone number, including area code)
3333 New Hyde Park Road, Suite 210
New Hyde Park, New York 11042
-----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On January 23, 2006, Morton's Restaurant Group, Inc. (the "Company")
announced that James W. Kirkpatrick has been appointed senior vice president of
development of Morton's of Chicago, Inc., the Company's indirect wholly owned
subsidiary. Mr. Kirkpatrick is scheduled to begin on February 6, 2006. Prior to
joining the Company, Mr. Kirkpatrick, age 52, was vice president of real estate
and construction for Applebee's International, Inc. where he was employed since
1992. Before joining Applebee's, Mr. Kirkpatrick held real estate director and
manager positions with three restaurant companies: Gilbert Robinson, Inc., TGI
Friday's, Inc. and Pizza Hut, Inc. He also served as a real estate director for
Pier One Imports, Inc. Mr. Kirkpatrick will receive an annual salary of $185,000
and a performance bonus of up to $83,250, each of which will be prorated for
2006 based on his start date.
The material terms of Mr. Kirkpatrick's employment are set forth in a
letter agreement, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference. A copy of the press release announcing the
appointment of Mr. Kirkpatrick is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit 10.1 Letter Agreement dated January 11, 2006.
Exhibit 99.1 Press Release dated January 23, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Morton's Restaurant Group, Inc.
Date: January 23, 2006 /s/ Thomas J. Baldwin
--------------------------------
Thomas J. Baldwin
Chairman, Chief Executive Officer and
President
INDEX TO EXHIBITS
Exhibit No. Description
------------ -------------
Exhibit 10.1 Letter Agreement dated January 11, 2006
Exhibit 99.1 Press Release dated January 23, 2006
EXHIBIT 10.1
January 11, 2006
Mr. James W. Kirkpatrick
10916 W. 148th Street
Overland Park, KS 66221
Dear Jim,
Congratulations and welcome to Morton's - The Steakhouse!
I am pleased to confirm our offer of the position of Sr. Vice President
Development for Morton's of Chicago, Inc. (Morton's). Your base salary will be
$7,115.38 payable biweekly. In addition, you will be eligible to participate in
the Annual Incentive Compensation Program, which for your position will
represent the potential for you to earn up to 45% of your base salary and will
be prorated based on your start date. Payment of earned Incentive Compensation
is usually paid in the first quarter following the year in which it is earned,
and is only paid to those individuals who were employed on the last day of the
fiscal year for which the Incentive Compensation is being awarded.
Your first day in your new position will be on or before Monday, February 6th,
2006. Your performance and salary review will be conducted each year in December
with an effective date of January 1. In December of 2006 you will receive a
performance review and salary review at which time any salary increase will be
prorated over the number of months since your last increase.
In your position as Sr. Vice President Development you will report to the Chief
Executive Officer.
In conjunction with the commencement of your employment you will be paid a "sign
on" bonus of $20,000.00. By acceptance of this offer, you also acknowledge that
if you voluntarily resign or are terminated for cause within twelve (12) months,
you will reimburse Morton's of Chicago's the full amount of this "sign on"
bonus.
As Sr. Vice President Development you will receive four (4) weeks paid vacation.
You will receive a car allowance of $500.00 per month. All business related
expenses should be submitted and will be reimbursed per the Morton's of Chicago
Travel and Expense policy. A copy is attached for your reference.
Morton's of Chicago offers medical, dental, life, accidental death and
dismemberment, as well as short and long-term disability insurance for you and
your eligible dependents. The current employee portion for these benefits is
$90.00 per month (pre-tax) for single coverage and $262.00 per month (pre-tax)
for family coverage. Information regarding your insurance benefits is enclosed
for your review; however, the plan document governs all benefits. Please note
that all benefits and polices are subject to change without notice.
Your position will be based in Chicago and you will bear all living and related
expenses. Morton's of Chicago will reimburse you for your relocation expenses in
accordance with its relocation policy. A copy of the relocation policy is
attached. In addition to the items covered in the policy Morton's of Chicago
will pay for the following: customary real estate commission and seller's
closing costs associated with the sale of your primary residence in Kansas;
customary buyer's closing costs (no origination fee included) associated with
the purchase of a primary resident in the Chicagoland area if purchased within
12 months after the closing of the sale of your primary residence in Kansas.
Both selling and purchase costs to be reimbursed to you must be approved in
advance by the Vice President/Human Resources and Organizational Development and
the Chief Executive Officer. In addition, Morton's agrees to preserve a portion
of the after-tax value of such by "grossing up" taxable relocation benefits, as
may be required by law, to the actual amount necessary to preserve the after-tax
value, or to an amount that in combination with all other relocation benefits
paid does not exceed $40,000. All travel, housing and move arrangements must be
made through our travel coordinator in the Restaurant Support Center.
If you accept this reimbursement, you also acknowledge that if you voluntarily
resign or are terminated for cause during the two years following the date of
this letter, you are required to return to Morton's of Chicago the full amount
of the reimbursement received. You must sign a relocation reimbursement
authorization agreement in order to receive the reimbursement.
Enclosed is a copy of the Morton's of Chicago Handbook. Please take an
opportunity to review the contents. You will need to sign the handbook receipt
and bring it with you on your first day of employment. Please note that all
benefits are subject to change without notice. The conditions of the Employee
Handbook will apply to you unless specifically varied in writing.
This offer of employment is contingent upon successful completion of a signed
application, a background investigation and a screen for illegal drugs, as well
as agreement to the substance abuse policy and the alternative dispute
resolution policy.
Congratulations! We know that your professionalism, experience and enthusiasm
will make a significant contribution to the success of Morton's of Chicago.
If you agree with these terms, please sign in the space provided and return a
copy of your acceptance and relocation agreement by fax to the attention of
Janet A. Hoffmann, VP/Human Resources and Organizational Development at
928-752-4205.
Sincerely,
Morton's of Chicago, Inc.
/s/ Thomas J. Baldwin
Thomas J. Baldwin
Chief Executive Officer
Morton's Restaurant Group, Inc.
ACCEPTANCE
I accept your offer as contained in this letter dated January 11, 2006. I
understand that this offer letter is not a contract of employment.
/s/ James W. Kirkpatrick January 16, 2006
------------------------- -------------
Signature Date
VIA:
Email and UPS
RELOCATION REIMBURSEMENT AUTHORIZATION AND AGREEMENT
Any employee who accepts a transfer to a Morton's restaurant, in response to an
offer from Morton's of Chicago, is offered reimbursement to cover personal
expenses related to the employee's voluntary relocation. In order to receive
this reimbursement, the employee must sign a Relocation Reimbursement
Authorization and Agreement Form. If resignation or termination occurs within
two years of receipt of the reimbursement, the full amount of the reimbursement
must be returned by the employee to Morton's of Chicago no later than the last
day of employment. Such monies may be deducted from the employee's paychecks to
the extent permitted by law.
I, JAMES W. KIRKPATRICK , have read the above authorization and agree to its
terms. I agree if resignation or termination occurs within two years of
receiving the reimbursement, I am required to return to Morton's of Chicago,
Inc. the full amount of the reimbursement no later than the last day of
employment, and that such repayment can be by payroll deduction, if permissible
by law.
/s/ James W. Kirkpatrick January 16, 2006
------------------------------------------ ---------------
Signature Date
EXHIBIT 99.1
From: SANFORD TELLER COMMUNICATIONS January 23, 2006
1365 York Avenue
New York, NY 10021
(212) 717-0332
For: MORTON'S RESTAURANT GROUP, INC. FOR IMMEDIATE RELEASE
3333 New Hyde Park Road ---------------------
New Hyde Park, NY 11042
(516) 562-2727
www.mortons.com
CONTACT: ROGER DRAKE, VICE PRESIDENT - CORPORATE COMMUNICATIONS,
MORTON'S RESTAURANT GROUP, INC.
MORTON'S RESTAURANT GROUP NAMES JAMES W. KIRKPATRICK, FORMERLY APPLEBEE'S VICE
PRESIDENT OF REAL ESTATE & CONSTRUCTION, AS STEAKHOUSE COMPANY'S SENIOR VICE
PRESIDENT OF DEVELOPMENT
-------------------------------------------------------------------------------
New Hyde Park, NY -- Morton's Restaurant Group, Inc. today announced that
James W. Kirkpatrick, formerly vice president of real estate and construction
for Applebee's International, Inc., is joining the steakhouse company as its
senior vice president of development, effective February 6, 2006.
He will be responsible for identifying new restaurant locations,
negotiating leases, restaurant design, construction and facilities management.
Kirkpatrick joined Applebee's as director of real estate in 1992, when the
chain had 200 company-owned and franchised restaurants. Today, the casual dining
chain has more than 1,800 restaurants.
Kirkpatrick will be replacing Morton's current senior vice president of
development, Allan Schreiber, who joined the company in 1995.
Schreiber is stepping down from his full-time position, but will remain
with Morton's, focusing on international development and special projects.
"Allan Schreiber has been a member of our top executive team for ten years.
We deeply appreciate his many contributions to our growth and I personally value
his counsel and friendship," said Thomas J. Baldwin, chairman, chief executive
officer and president of Morton's Restaurant Group. "I AM PLEASED THAT HE WILL
BE CONTINUING TO WORK WITH US IN HIS NEW ROLE."
Baldwin said, "We are extremely fortunate that Jim Kirkpatrick will be
joining us. He has an extraordinary background and a record of significant
accomplishments in real estate, restaurant development and finance."
Before joining Applebee's, Kirkpatrick held real estate director and
manager positions with three restaurant companies: Gilbert Robinson, Inc., TGI
Friday's, Inc. and Pizza Hut, Inc. He also served as a real estate director for
Pier One Imports, Inc.
Kirkpatrick has a masters degree in architectural management from the
University of Kansas, a masters degree in business administration from Baylor
University, and a bachelor of arts degree in economics from Rockhurst College.
# # #