As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 333-23813
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AUTOLIV, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 3714 51-0378542
(State or Other (Primary (I.R.S. Employer
Jurisdiction of Standard Industrial Identification No.)
Incorporation or Classification
Organization) Code Number)
World Trade Center
Klarabergsviadukten 70
S-107 24 Stockholm, Sweden
48 (8) 402 0600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Office)
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THE CORPORATION TRUST COMPANY
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent For Service)
-----------------------------
WITH COPIES TO:
ERIC S. ROBINSON, ESQ. SCOTT V. SIMPSON, SR., ESQ.
Wachtell, Lipton, Rosen & Katz Skadden, Arps, Slate, Meagher & Flom LLP
51 West 52nd Street One Canada Square, Canary Wharf
New York, NY 10019-6150 London E14 5DS, England
(212) 403-1000 (44) (171) 519-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of the Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. ( )
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits. See Exhibit Index
(b) Financial Statement Schedules. None
(c) Report, Opinion or Appraisal. Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Ogden, state
of Utah on April 30, 1997.
AUTOLIV, INC.
By: /s/ Fred J. Musone
Fred J. Musone
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated, on April 30, 1997.
Signature Title
/s/ Paul Charlety Director, Treasurer,
Paul Charlety Principal Financial Officer,
Principal Accounting Officer
/s/ Fred J. Musone Director, President
Fred J. Musone
/s/ Per Hakan Osvald Per Director
Hakan Osvald
/s/ S. Jay Stewart Director
S. Jay Stewart
EXHIBIT INDEX
Exhibit
Number Exhibit Description
2.1* Combination Agreement, dated as of November 25, 1996, by and
among Autoliv AB ("Autoliv"), Morton International, Inc.
("Morton"), the Registrant and ASP Merger Sub Inc., included
as Annex A to the Proxy Statement/Prospectus/Exchange Offer
included as part of this Registration Statement (the
"Combination Agreement"). The Registrant agrees to furnish
supplementally a copy of any omitted exhibit or schedule to
the Commission upon request.
2.2* Form of Distribution Agreement, dated as of April 30, 1996, by
and between Morton and New Morton International Inc. ("New
Morton"). The Registrant agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the Commission upon
request.
2.3* Form of Tax Sharing Agreement, dated as of April 30, 1996, by
and between Morton and New Morton. The Registrant agrees to
furnish supplementally a copy of any omitted exhibit or
schedule to the Commission upon request.
2.4* Form of Employee Benefits Allocation Agreement, dated as of
April 30, 1996, by and between Morton and New Morton. The
Registrant agrees to furnish supplementally a copy of any
omitted exhibit or schedule to the Commission upon request.
3.1* Form of Registrant's Restated Certificate of Incorporation.
3.2* Form of Registrant's Restated By-Laws.
5.1* Opinion of Wachtell, Lipton, Rosen & Katz as to the legality
of the shares of common stock of the Registrant being issued
in the Merger.
5.2* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
the legality of the shares of common stock of the Registrant
being issued in the Exchange Offer.
8.1 Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax
matters.
8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
certain tax matters.
8.3* Form of Opinion of Ernst & Young AB as to certain tax
matters.
21.1* Subsidiaries of the Registrant.
23.1.* Consent of Ernst & Young LLP (Morton)
23.2* Consent of Ernst & Young AB (Autoliv).
23.3* Consent of Wachtell, Lipton, Rosen & Katz (additional
consent included in Exhibit 5.1).
23.4.* Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(additional consent included in Exhibit 5.2)
23.5* Consent of Ernst & Young AB.
23.6* Consent of Befec-Price Waterhouse and SYC SA.
23.7* Consent of Serge Yablonsky.
23.8* Consent of KPMG Deutsche Treuhand-Gesellschaft AG.
23.9* Consent of Befec-Price Waterhouse and Serge Yablonsky.
99.1* Consent of Goldman, Sachs & Co.
99.2* Consent of Enskilda Securities and The Blackstone Group L.P.
99.3* Consent of Persons named as about to become directors of the
Registrant.
99.4* Private Letter Ruling from the Internal Revenue Service,
dated March 20, 1997, to Morton International, Inc.
* Filed previously.
Exhibit 8.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
April 30, 1997
Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as special counsel to Morton International, Inc., an
Indiana corporation ("Morton ASP"), in connection with the Combination
Agreement, dated as of November 25, 1996 (the "Merger Agreement"), by and
among Morton ASP, Autoliv AB, a corporation organized under the laws of
the Kingdom of Sweden ("Autoliv"), Autoliv, Inc., a Delaware corporation
("New Parent"), and ASP Merger Sub Inc., a Delaware corporation and a
subsidiary of New Parent ("Merger Sub"), pursuant to which Merger Sub
will be merged with and into Morton ASP with Morton ASP being the
surviving corporation and a subsidiary of New Parent (the "Merger"). At
your request and pursuant to Section 9.1(g)(ii)(A) of the Merger
Agreement, we are rendering our opinion concerning the material federal
income tax consequences of the Merger.
For purposes of the opinion set forth below, we have relied, with
the consent of Morton ASP, New Parent and Merger Sub, upon the accuracy
and completeness of the statements and representations (which statements
and representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of Morton ASP, New
Parent and Merger Sub (copies of which are attached hereto and which are
incorporated herein by reference), and we have assumed that such
certificates will be complete and accurate as of the Effective Time. Any
capitalized term used and not defined herein has the meaning given to it
in the Joint Proxy Statement/Prospectus/Exchange Offer of Morton ASP and
New Parent, dated March 24, 1997 (the "Joint Proxy
Statement/Prospectus/Exchange Offer").
We have also assumed that the transactions contemplated by the
Merger Agreement will be consummated in accordance with the Merger
Agreement and as described in the Joint Proxy Statement/Prospectus/Exchange
Offer and that the Merger will qualify as a merger under the applicable
laws of the States of Delaware and Indiana.
Based upon and subject to the foregoing, it is our opinion that
under currently applicable law, the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended, and that Morton ASP, New Parent and
Merger Sub will each be parties to the reorganization within the meaning
of Section 368(b).
This opinion does not address the various state, local and foreign
tax consequences that may result from the Merger. We are members of the
Bar of the State of New York and the opinion expressed in this letter is
limited to the laws of the State of New York and the federal laws of the
United States of America. In addition, no opinion is expressed as to any
federal income tax consequences of the Merger except as specifically set
forth herein. This opinion is rendered solely to you in connection with
the above-referenced transactions and may not be relied upon by you
except with respect to the consequences specifically discussed herein.
This opinion may not be relied upon by you for any other purpose, or
quoted to or relied upon by any other person, firm or corporation without
our prior written consent. The opinion expressed herein is rendered as of
the date hereof only, and we assume no obligation to advise you of facts,
circumstances, events or developments which hereafter may be brought to
our attention and which may alter, affect or modify the opinion expressed
herein.
Very truly yours,
By: /s/ WACHTELL, LIPTON, ROSEN & KATZ
Wachtell, Lipton, Rosen & Katz
EXHIBIT 8.2
April 30 , 1997
Autoliv AB
Box 703 81
S-107 24 Stockholm
Sweden
Ladies and Gentlemen:
In connection with the (i) formation of
Autoliv, Inc., a Delaware corporation ("New Autoliv"),
(ii) exchange of securities of Autoliv AB (the "Autoliv
Securities"), a corporation organized under the laws of
the Kingdom of Sweden ("Autoliv"), for shares of New
Autoliv pursuant to an exchange offer (the "Exchange
Offer") and (iii) compulsory acquisition by a subsidiary
of New Autoliv of Autoliv Securities from holders of
Autoliv Securities not participating in the Exchange
Offer (the "Compulsory Acquisition") under the laws of
the Kingdom of Sweden, together with the merger (the
"Merger") into Morton International, Inc., an Indiana
corporation ("Morton"), of ASP Merger Sub Inc., a
Delaware corporation and wholly-owned subsidiary of New
Autoliv ("Merger Sub"), as provided for in the
Combination Agreement dated as of November 25, 1996,
among New Autoliv, Morton, Merger Sub and Autoliv (the
"Combination Agreement"), you have requested our opinion
as to whether the Exchange Offer, in conjunction with the
Merger, will be treated for United States federal income
tax purposes as a transfer of property described in
Section 351(a) of the Internal Revenue Code of 1986, as
amended (the "Code").
The terms of the Exchange Offer, the Merger and
certain related transactions (the "Related Transactions")
are set forth in the Combination Agreement and described
in the Joint Proxy Statement/Prospectus/Exchange Offer,
dated March 24, 1997 (the "Proxy Statement/Prospectus/Exchange
Offer"), filed with the Securities and Exchange Commission as
part of New Autoliv's Registration Statement on Form S-4.
Capitalized terms used herein and not otherwise defined
have the meanings ascribed to them in the Combination
Agreement.
In rendering our opinion, we have examined and
relied upon the accuracy and completeness of the facts,
information, covenants, statements and representations
contained in originals or copies, certified or otherwise
identified to our satisfaction, of the Combination
Agreement, the Proxy Statement/Prospectus/Exchange Offer
and such other documents as we have deemed necessary or
appropriate. We have assumed that the facts and information
contained in the Proxy Statement/Prospectus/Exchange Offer were
true, correct and complete in all material respects as of March
24, 1997 and that no material changes have occurred since
such date. In addition, we have relied upon the accuracy
and completeness of certain facts, information, covenants and
representations (which facts, information, covenants and
representations we have neither investigated nor verified)
set forth in certificates dated the date hereof delivered by
officers of Autoliv, Morton and New Autoliv (the "Officers'
Certificates").
Our opinion is conditioned on, among other
things, (i) the initial and continuing accuracy of the
facts, information, covenants and representations set
forth in the documents referred to above and (ii) the con-
summation of the Exchange Offer, the Merger and the Related
Transactions in accordance with the terms of the Combination
Agreement and as described in the Proxy Statement/Prospec-
tus/Exchange Offer. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the legal
capacity of natural persons, the conformity to original
documents of all documents submitted to us as certified
or photostatic copies thereof and the authenticity of the
originals of such latter documents.
In rendering our opinion, we have considered
applicable provisions of the Code, Treasury Regulations
promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service, and
such other authorities as we have deemed appropriate
under the circumstances. All such authorities are
subject to change, possibly with retroactive effect. A
change in the authorities upon which our opinion is based
could affect our conclusions. Moreover, there can be no
assurance that positions contrary to those stated in this
opinion will not be asserted by the Internal Revenue
Service or, if challenged, by a court.
Based solely upon and subject to the foregoing,
we are of the opinion that under United States federal
income tax law as in effect on the date hereof, the
Exchange Offer, in conjunction with New Autoliv's
acquisition of Morton Shares pursuant to the Merger, will
be treated for United States federal income tax purposes
as a transfer of property described in section 351(a) of
the Code.
Except as set forth above, we express no
opinion to any party as to the tax consequences, whether
United States federal, state, local or foreign, of the
Merger, the Exchange Offer and the Related Transactions.
This opinion is furnished to you solely for your benefit
pursuant to Section 9.1(g)(ii)(B) of the Combination
Agreement and is not to be used, circulated, quoted or
otherwise referred to for any purpose without our prior
written consent. We disclaim any undertaking to advise
you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable
law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher &
Flom LLP
