<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per response .... 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Morton Industrial Group, Inc. (formerly MLX Corp.)
-----------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
-----------------------------------------------------------------------------
(Title of Class of Securities)
619328 10 7
-----------------------------------------------------------------------------
(CUSIP Number)
James V. Stepleton, Husch & Eppenberger, 100 N. Broadway, Suite 1300,
St. Louis, MO 63102, (314) 622-0641
-----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 1998
-----------------------------------------------------------------------------
(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(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
Potential persons who are to respond to the collection of information contained
in this form are set required unless the form displays a currently valid OMB
control number.
SEC 1746 (10-97)
<PAGE> 2
CUSIP No. 619328 10 7 Page 2 of 21
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
William D. Morton
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions): Not Applicable
5. Check 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:
1,232,323 without giving effect to exercisable options held
SHARES by Mr. Morton or other holders of exercisable options;
1,900,000 giving effect to exercisable options held by Mr.
BENEFICIALLY Morton and other holders of exercisable options.
OWNED BY 8. Shared Voting Power:
EACH 888,178
REPORTING 9. Sole Dispositive Power:
PERSON 1,218,990 without giving effect to exercisable options held
by Mr. Morton; 1,283,805 giving effect to exercisable options
WITH held by Mr. Morton.
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,120,501 without giving effect to exercisable options held by Mr. Morton
and other holders of exercisable options;
2,788,178 giving effect to exercisable options held by Mr. Morton and
other holders of exercisable options.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13. Percent of Class Represented by Amount in Row (11)
55.8% without giving effect to exercisable options held by Mr. Morton and
other holders of exercisable options;
62.4% giving effect to exercisable options held by Mr. Morton and other
holders of exercisable options
14. Type of Reporting Person (See Instructions) IN
<PAGE> 3
CUSIP No. 619328 10 7 Page 3 of 21
Introductory Statement
This Amendment No. 1 amends and updates the information supplied by Mr.
William D. Morton on a Schedule 13D that he filed on October 29, 1997, together
with Morton Metalcraft Holding Company ("Morton") with respect to the common
stock, par value $.01 per share, of MLX Corp. (the "Original Filing"). At the
time of the Original Filing, Mr. Morton did not own any shares of MLX Corp.,
but he had entered into the Pre-Merger Voting Agreement (as hereinafter
defined) with the Shareholders (as hereinafter defined) who agreed to vote
their shares of MLX Corp. common stock in favor of the merger described below
and certain other matters. On January 20, 1998, Morton was merged into MLX
Corp. (the "Merger") and the name of MLX Corp. was changed to Morton Industrial
Group, Inc. (the "Company"). In the merger, Mr. Morton received the shares of
Class A Common Stock and Class B Common Stock of the Company and options to
acquire shares of Class A Common Stock described in this Amendment No. 1 in
exchange for the shares of Morton common stock and Morton common stock options.
(Immediately before Merger, MLX Corp. reclassified its common stock into
the Class A Common Stock and Class B Common Stock.) As a result of the Merger,
Morton ceased to exist and therefore is not a party to this Amendment No. 1.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value $.01 per
share of the Company, Morton Industrial Group, Inc., a Georgia corporation that
was formerly named MLX Corp. The address of the Company's principal executive
offices is 1021 West Birchwood, Morton, Illinois 61550.
Item 2. Identity and Background.
1. William D. Morton
(a)-(c), (f) Mr. William D. Morton ("Mr. Morton") is the chairman and
chief executive officer of the Company. Mr. Morton is a citizen of the United
States and his business address is 1021 West Birchwood, Morton, Illinois 61550.
(d)-(e) During the last five years Mr. Morton has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has Mr. Morton been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction with the result of such
proceeding being
<PAGE> 4
CUSIP No. 619328 10 7 Page 4 of 21
that Mr. Morton is subject to a judgment, decree, or final order enjoining
future violation of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Morton acquired his shares of the Company's Class A Common Stock and
options to purchase shares of the Class A Common Stock as a result of the
Merger of Morton into the Company. In the Merger, Mr. Morton also received
100,000 shares of the Company's Class B Common Stock, which is not registered
under the Securities Exchange Act of 1934. The Merger was effective on January
20, 1998. Prior to the Merger, Mr. Morton owned approximately 83% of the
issued and outstanding shares of common stock of Morton. Immediately before
the Merger, the Company purchased a portion of Mr. Morton's shares of Morton
for cash, and in the Merger, the balance of his Morton shares were exchanged
for shares of the Company's Class A Common Stock reflected in this filing and
the Class B Common Stock.
The last reported bid price for a share of MLX Corp. common stock (which
was exchanged in the Merger for the Company's Class A Common Stock on a share
for share basis) on October 19, 1997, (the day before the Merger was announced)
was $16.75. Applying that value to the shares of Class A Common Stock that Mr.
Morton received in the Merger, and assuming that the shares of Class B Common
Stock he received in the Merger have the same value per share, the shares
issued to Mr. Morton in the Merger would have an aggregate value of
$22,093,083.00. As set forth in Item 5, below, Mr. Morton also received
exercisable options to acquire additional shares of the Class A Common Stock
that at the $16.75 bid price would have an aggregate value of $1,078,651.00,
after giving effect to the payment of the $.108 per share exercise price of the
options. (The last reported trade of MLX Corp.'s common stock on January 16,
1998, the last trading day immediately preceding the special meeting of
shareholders at which the Merger was approved was $17.875 per share.)
Item 4. Purpose of Transaction.
Prior to the Merger, Mr. Morton was the President, Chief Executive
Officer, and an 83% shareholder of Morton, a
<PAGE> 5
CUSIP No. 619328 10 7 Page 5 of 21
contract manufacturer of fabricated sheet metal components and subassemblies
for construction, agricultural, and equipment manufacturers. In 1997, Morton
retained Bowles Hollowell Connor & Co. ("BHC"), an investment banking firm, to
explore opportunities for possible transactions by Morton with other companies.
Prior to June 30, 1995, the Company owned and managed businesses in a
variety of industries. After the sale of its S.K. Wellman industrial friction
materials business on June 30, 1995, the Company had no recurring revenues or
operations and engaged in the active search for acquisition opportunities
meeting its financial criteria.
In June 1997, BHC contacted a director of the Company about a possible
combination of Morton and the Company. During the ensuing negotiations, Mr.
Morton made it clear that he must maintain control of the Morton operation
following any transaction. Under the resulting transaction structure, Mr.
Morton has voting control of the Company through his ownership of shares of the
Company's Class A Common Stock and Class B Common Stock and a proxies granted
him by certain other shareholders and option holders. In addition, three of
the Company's five directors after the Merger were directors of Morton before
the Merger, and the other two were directors of the Company before the Merger.
See Item 5, below, for further information about Mr. Morton's share ownership
and the proxies he holds.
Mr. Morton does not have any plans or proposals that relate to or would
result in:
(a) The acquisition by any person of additional securities of the
issuer (other than shares of Class A Common Stock to be acquired upon the
exercise of outstanding options or options granted under the 1997 Plan, as
hereinafter defined), or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
<PAGE> 6
CUSIP No. 619328 10 7 Page 6 of 21
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
As a result of the Merger, Mr. Morton owns 1,218,990 shares of the
Company's issued and outstanding Class A Common Stock (the "Class A Shares")
and 100,000 shares of the Company's issued and outstanding Class B Common Stock
(the "Class B Shares"). He also holds exercisable options to purchase 64,815
shares of the Company's Class A Common Stock (the "Options"). The Options have
an exercise price of $.108 per share. Mr. Morton received the Options in the
Merger in exchange for options previously issued to him to acquire Morton
common stock. If not exercised, the Options expire on February 15, 2005. In
the Merger, other members of the management of the Company or its subsidiaries
received exercisable options to acquire 602,862 shares of Class A Common Stock
in exchange for their options to acquire shares of Morton common stock (the
"Management Options").
<PAGE> 7
CUSIP No. 619328 10 7 Page 7 of 21
The exercise price of the Management Options is also $.108 per share.
Mr. Morton's Class A Shares constitute 32.1% of the issued and outstanding
Class A Common Stock immediately following the Merger. Each Class A Share is
entitled to one vote, and immediately following the Merger, Mr. Morton's Class
A Shares constitute 30.9% of the total voting power of the issued and
outstanding shares of Class A Common Stock and Class B Common Stock and 32.1%
of the voting power of the issued and outstanding shares of Class A Common
Stock. Mr. Morton has sole voting and dispositive power with respect to these
Class A Shares.
Mr. Morton's Class B Shares are half of the issued and outstanding shares
of Class B Common Stock. Each Class B Share is initially entitled to
approximately .72 votes per share, and Mr. Morton's Class B Shares initially
constitute 1.8% of the total voting power of the issued and outstanding shares
of Class A Common Stock and Class B Common Stock.
If the Options and Management Options were exercised in full, Mr. Morton's
Class A Shares would constitute 28.7% of the then issued and outstanding Class
A Common Stock. Without giving effect to the TCR Proxy and Management Proxy
described below, Mr. Morton's Class A Shares would, in such event, constitute
27.8% of the total voting power of the then issued and outstanding shares of
Class A Common Stock and Class B Common Stock and 28.7% of the voting power of
the then issued and outstanding shares of Class A Common Stock.
If the Options and Management Options were exercised in full, Mr. Morton's
Class B Shares would constitute 1.6% of the total voting power of the then
issued and outstanding shares of the Class A Common Stock and Class B Common
Stock (without giving effect to the Management Proxy and TCR Proxy described
below).
Mr. Morton has also been granted additional options to acquire 612,620
shares of Class A Common Stock under the Company's 1997 Stock Option Plan (the
"1997 Plan"). The Company has reserved 1,166,896 shares of Class A Common
Stock for issuance under the 1997 Plan. Other members of management of the
Company and its subsidiaries have been granted options to purchase 170,846
shares of Class A Common Stock. The options granted to Mr. Morton and the
other recipients (the "Plan Options") have an exercise price of $17.125 per
share and vest in
<PAGE> 8
CUSIP No. 619328 10 7 Page 8 of 21
equal amounts on January 20, 1999, 2000, and 2001. After these grants, 383,429
shares of Class A Common Stock remain reserved for the future grant of options
under the 1997 Plan.
By virtue of his stock ownership and the proxies described below, Mr.
Morton will be able to direct the affairs of the Company and determine the
outcome of most matters required to be submitted to stockholders for approval,
including the election of all directors and amendments to the Company's
Articles of Incorporation.
TCR Proxy
Pursuant to a Shareholders Agreement among Mr. Morton and Terbem Limited,
Tinvest Limited, Teribe Limited (now named Quilvest American Equity), TCR
International Partners, LP, Mitvest Limited, TCRI Offshore Partners CV, and
Bobst Investment Corp. (collectively the "TCR Group") dated October 20, 1997,
Mr. Morton has been granted proxy to vote the 888,178 shares of Class A Common
Stock and 100,000 shares of Class B Common Stock owned by the members of the
TCR Group (the "TCR Proxy") on all matters except (i) the liquidation of the
Company, (ii) the sale of all or substantially all of the company's assets, and
(iii) any merger or consolidation of the Company if thereafter stockholders of
the Company (including Mr. Morton) before such merger or consolidation do not
hold (by ownership of stock, by proxy, or otherwise) the power to vote at least
60% of the votes entitled to elect the directors of the Company resulting from
such merger or consolidation. By virtue of the allocation of the voting rights
under the TCR Proxy, Mr. Morton has shared voting power with respect to the TCR
Group's shares of Class A Common Stock. Mr. Morton has no dispositive power
with respect to the TCR Group's shares of Class A Stock.
By exercising his voting rights under the TCR Proxy and voting the Class A
Shares and Class B Shares he owns, Mr. Morton will control 57.1% of the voting
power of the Company immediately following the Merger (without giving effect to
the Management Proxy described below or the exercise of any of the Options,
Management Options, or Plan Options) on all matters requiring a shareholder
vote other than the three matters listed in the immediately preceding
paragraph.
The TCR Proxy is irrevocable and has a term of ten years, although it will
terminate earlier upon (i) Mr. Morton's death or
<PAGE> 9
CUSIP No. 619328 10 7 Page 9 of 21
disability, (ii) Mr. Morton's termination (other than a constructive
termination) of his employment with the Company, (iii) the Company's
termination of Mr. Morton's employment for cause, or (iv) Mr. Morton's
ownership of Class A Common Stock falling below 1,096,425 shares (including any
shares issuable upon the exercise of options), adjusted to reflect any stock
splits and similar actions occurring after the Merger.
The Shareholders Agreement that contains the TCR Proxy also places certain
restrictions on the transfer of shares of Class A Common Stock and Class B
Common Stock held by Mr. Morton and the TCR Group and grants Mr. Morton rights
to put his shares of his Class A Common Stock and Class B Common Stock to the
members of the TCR Group. See Item 6, below.
A copy of the Shareholders Agreement is Exhibit 1 to this filing.
Management Proxy
Following the Merger, Mr. Morton, the holders of the Management Options,
and Mr. Mark W. Mealy, a director of the Company, entered into a Voting
Agreement under which Mr. Mealy granted Mr. Morton an irrevocable proxy to
vote, on all matters requiring a shareholder vote, the 13,333 shares of Class A
Common Stock owned by him. Under the Voting Agreement, Mr. Fred W. Broling, a
director of the Company, Daryl R. Lindemann, Brian L. Geiger, Brian R.
Doolittle, David M. Stratton, and Robert J. Janeczko, executive officers of the
Company or its subsidiaries, each granted Mr. Morton an irrevocable proxy to
vote, on all matters requiring a shareholder vote, the shares of Class A Common
Stock they will acquire upon the exercise of their outstanding Management
Options, Plan Options, and any other options granted them under the 1997 Plan.
(The proxies granted under the Voting Agreement are collectively referred to as
the "Management Proxy").
The Management Proxy has a ten year term, but will terminate earlier upon
(i) Mr. Morton's death or disability, (ii) Mr. Morton's termination of his
employment with the Company (other than a constructive termination), and (iii)
the Company's termination of Mr. Morton's employment for cause.
Messrs. Geiger, Lindemann, Doolittle, Stratton, Janeczko, and Broling hold
Management Options to acquire 69,697, 69,697,
<PAGE> 10
CUSIP No. 619328 10 7 Page 10 of 21
69,697, 69,697, 46,296, and 277,778 shares of Class A Common Stock,
respectively, and the Company has granted Messrs. Geiger, Lindemann, Doolittle,
Stratton, and Janeczko Plan Options to acquire 61,579, 32,406, 17,820, 17,820,
and 41,221 shares of Class A Common Stock, respectively. During the term of
the Management Proxy, Mr. Morton will have the sole voting power with respect
to these shares (when issued) and Mr. Mealy's issued and outstanding shares of
Class A Common Stock. Mr. Morton will have no dispositive power with respect
to any of these shares, and none of named individuals is or will be a party to
the Shareholders' Agreement.
Mr. Morton's exercise of his voting rights under the Management Proxy, the
TCR Proxy, and the shares of Class A Common Stock and Class B Common Stock
owned by him will allow him to exercise the following percentages of the total
voting power of the Class A Common Stock and Class B Common Stock: (i) 57.4%
before the exercise of the Options, any Management Options or Plan Options;
(ii) 63.6% after exercise of the Options and all of the Management Options, but
before the exercise of any Plan Options; and (iii) 68.9% after the exercise of
the Options, all Management Options, and all Plan Options. (The percentage in
clause (iii) declines to 64.3% if the remaining 383,429 shares of Class A
Common Stock reserved for issuance under the 1997 Plan are granted to and
exercised by persons who are not parties to the Voting Agreement or the
Shareholders' Agreement.)
A copy of the Voting Agreement is Exhibit 2 to the filing.
Other Information.
A. Quilvest and Three Cities
Quilvest American Equity and Three Cities Holding Limited have previously
filed and from time to time amended a Schedule 13D reflecting their ownership
interest in the Company. Based upon Amendment No. 6 to such filing, Mr. Morton
can provide the information set out below about the members of the TCR Group or
their controlling persons. All such information is provided to the best of Mr.
Morton's knowledge.
1. Quilvest American Equity.
(a)-(c), (f): Quilvest American Equity(formerly known as Teribe
Limited) is a British Virgin Islands company
<PAGE> 11
CUSIP No. 619328 10 7 Page 11 of 21
whose principal business is the investment and reinvestment of its resources,
directly or through affiliates, in the securities of enterprises in various
parts of the world, including the United States.
Quilvest American Equity is a wholly-owned subsidiary of Quilvest Overseas
Limited (formerly known as Real Limited), a British Virgin Islands company
("QOL"). The principal business of QOL is the investment of its resources in
marketable securities and commodities and, through affiliates such as Quilvest
American Equity, in securities of other enterprises in various parts of the
world.
The address of the principal office of Quilvest American Equity and QOL is
Craigmuir Chambers, P.O. Box 91, Road Town, Tortola, British Virgin Islands.
The address of the principal place of business of Quilvest American Equity and
QOL is c/o Sociedad Internacional de Finanzas S.A., Rincon 432, Esq. 24,
Montevideo, Uruguay.
QOL is a subsidiary of Quilvest (formerly known as Enterprise Quilmes,
S.A.), a Luxembourg holding company whose shares, which are issued in bearer
form, are listed and traded on the Paris and Luxembourg Stock Exchanges. In
addition to QOL, Quilvest owns a French holding company which controls a bank
located in Paris and invests in French securities. The address of the
principal office and business of Quilvest is 84 Grandrue, Luxembourg, Grand
Duchy of Luxembourg.
Listed in Schedules A, B, and C attached hereto and incorporated by
reference are the names of, and certain information concerning, the directors
and executive officers of Quilvest, QOL and Quilvest American Equity. No
person controls or shares in the control of Quilvest who is not a member of its
board of directors.
(d)-(e): None of Quilvest, QOL, Quilvest American Equity nor,
any of the persons listed on Schedules A, B or C attached hereto has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a 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
<PAGE> 12
CUSIP No. 619328 10 7 Page 12 of 21
prohibiting or mandating activities subject to, federal state security laws of
funding and violation with respect to such laws.
2. Three Cities.
In connection with the Shareholders Agreement, Three Cities Limited
Holding ("Three Cities") and the parties (or their successors) to the
Shareholders Agreement other than Mr. Morton (such other parties being the
"Investors") entered into a voting agreement dated as of January 20, 1998,
under which Three Cities and the Investors acknowledged the prior and
continuing existence of a proxy from the Investors granting Three Cities the
sole and irrevocable power to vote and dispose of the shares of Class A Common
Stock and Class B Common Stock of the Company owned of record by the Investors.
Three Cities agreed in the voting agreement, though, to relinquish its right
to vote such shares to the extent the Investors had granted such rights to Mr.
Morton pursuant to the Shareholders Agreement and to limit its power to dispose
of such shares to the extent the Investors had agreed to be restricted in the
Shareholders Agreement. A copy of the voting agreement referred to in this
paragraph is filed as an exhibit to Amendment No.6 of the Schedule 13D of
Quilvest American Equity and Three Cities.
(a)-(c), (f): Three Cities is a British Virgin Islands corporation
and its principal business consists of the provision of investment advice.
Information concerning the name, residence or business address, principal
occupation or employment and citizenship of each of the directors and executive
officers of Three Cities is contained in Schedule D attached hereto and
incorporated by reference. Three Cities is not controlled by any corporation
or person, although two of the directors of Quilvest and members of their
extended families are significant.
(d)-(e): Neither Three Cities nor any of the persons listed on
Schedule D attached hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a 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.
<PAGE> 13
CUSIP No. 619328 10 7 Page 13 of 21
B. Parties to the Management Voting Agreement.
The persons other than Mr. Morton who are parties to the Voting Agreement
are the following:
1. Mark W. Mealy, who is a Managing Director of Bowles Hollowell
Connor &n Co. His address is 227 West Trade Street, Charlotte, North Carolina
28202.
2. Fred W. Broling, who is the Chief Executive Officer and Chairman of
Plastic Specialties and Technologies, Inc. His address is 270 Oakridge Avenue,
Summit, New Jersey 07901.
3. Daryl R. Lindemann is the Company's Vice President, Finance. His
address is 1021 West Birchwood, Morton, Illinois 61550.
4. Brian L. Geiger is Vice President, Morton Operations, of the Company.
His address is 1021 West Birchwood, Morton, Illinois 61550.
5. Robert J. Janeczko, is Vice President, Peoria Operations, of the
Company. His address is 8201 North University Street, Peoria, Illinois 61615.
6. David Stratton, is Vice President, North Carolina Operations, of the
Company. His address is 2080 East Williams Street, Apex, North Carolina 27502.
7. Brian R. Doolittle is the Company's Vice President, Sales, Marketing,
and Engineering. His address is 1021 West Birchwood, Morton, Illinois 61550.
Each of Messrs. Mealy, Broling, Lindemann, Geiger, Janeczko, Stratton, and
Doolittle is a citizen of the United States. During the last five years, none
of them has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has any been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction with
the result of such proceeding being such person's being 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.
<PAGE> 14
CUSIP No. 619328 10 7 Page 14 of 21
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On October 20, 1997, in connection with the proposed Merger, each of
Terbem Limited, Tinvest Limited, Teribe Limited, TCR International Partners,
L.P., Mitvest Limited, and Bobst Investment Corp. (collectively, the
"Shareholders") and Morton entered into a voting agreement (the "Pre-Merger
Voting Agreement") pursuant to which the Shareholders agreed to vote the
aggregate of 998,178 shares of MLX common stock held by them in favor of (i) a
recapitalization of MLX Corp. that immediately preceded the Merger, (ii) the
Merger, and (iii) the 1997 Stock Option Plan, and each of the other actions
contemplated or required in furtherance of such transactions. The Pre-Merger
Voting Agreement terminates upon the earlier of January 30, 1998, or the mutual
written consent of the Shareholders and Morton (now the Company). The
Pre-Merger Voting Agreement was attached as Exhibit 1 to the Original Filing
and is incorporated herein by reference.
Mr. Morton and the Shareholders have entered into a Shareholders Agreement
that contains the TCR Proxy described in Item 5 above. The Shareholders
Agreement also grants Mr. Morton the right to put all of his Class A Shares and
Class B Shares to the Shareholders and obligates the Shareholders to purchase
such shares if (i) the Shareholders are entitled to vote for (A) the sale of
all or substantially all of the Company's assets, or (B) any merger or
consolidation involving the Company, if immediately thereafter shareholders of
the Company, including Mr. Morton, before such merger or consolidation do not
hold (by ownership of stock, by proxy, or otherwise) the power to vote at least
60% of the votes entitled to elect the directors of the Corporation resulting
from such transaction; (ii) any Shareholder or its affiliate fails to vote in
favor of any such transaction, and (iii) such transaction is not approved by
the shareholders of the Company. The purchase price for Mr. Morton's shares is
the fair market value of the assets that Mr. Morton would have received in such
transaction for his shares. If Mr. Morton would have retained any stock in the
proposed transaction, the purchase price for the stock will equal its fair
market value.
The Shareholders Agreement establishes certain restrictions on the
transfers of Class A Common Stock and Class B Common Stock by Mr. Morton and
the Shareholders other than transfers by Mr.
<PAGE> 15
CUSIP No. 619328 10 7 Page 15 of 21
Morton or the Shareholders to their respective affiliates or transfers by Mr.
Morton upon the exercise of his put rights described above. Initially, neither
Mr. Morton nor the Shareholders can otherwise transfer their shares of Class A
Common Stock in the three years following the Merger.
If after the three year period Mr. Morton or the Shareholders desire to
transfer any shares of Class A Common Stock, the one intending to make the
transfer must give the other notice of such intent and the other has the right
to elect to join in the transaction and transfer up to a maximum number of its
shares of Class A Common Stock that can be sold without causing a "change in
ownership" as defined in the Internal Revenue Code of 1986, as amended.
Neither Mr. Morton nor the Shareholders can transfer shares of Class B
Common Stock until ten years after the Merger or the earlier termination of the
Proxy.
The Shareholders Agreement also prohibits Mr. Morton and his affiliates
and the Shareholders and their affiliates from acquiring additional shares of
Class A Common Stock or Class B Common Stock without the approval of the
Shareholders or Mr. Morton, respectively, and the Company's board of directors.
Notwithstanding this restriction, Mr. Morton may acquire shares of Class A
Common Stock upon the exercise of options held by him.
Mr. Morton previously held options to purchase 64,815 shares of the Common
Stock of Morton. In connection with the Merger, these options were converted
into the Option to purchase 64,815 shares of the Company's Class A Common
Stock. The Options are currently exercisable at $.108 per share and expire on
February 15, 2005.
On January 19, 1998, the Company's shareholders approved the Company's
1997 Stock Option Plan (the "1997 Plan") under which 1,166,896 shares of Class
A Common Stock are reserved for issuance. Mr. Morton and other officers of the
Company and its subsidiaries have been granted options under the 1997 Plan to
acquire 783,467 shares of Class A Common Stock, as more fully described in
Item 5, above.
<PAGE> 16
CUSIP No. 619328 10 7 Page 16 of 21
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Shareholders Agreement
Exhibit 2 Voting Agreement
<PAGE> 17
CUSIP No. 619328 10 7 Page 17 of 21
Signatures
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.
Date: January 30, 1998 /S/ William D. Morton
-----------------------------
William D. Morton
<PAGE> 18
CUSIP No. 619328 10 7 Page 18 of 21
SCHEDULE A
Quilvest
<TABLE>
<CAPTION>
Principal Occupation or
Employment and the Name
Principal Business and Address
Residence or of Organization in which such
Name Business Address Employment is Conducted Citizenship
- ---- ---------------- ------------------------------- -----------
<S> <C> <C> <C>
Julio E. Nunez c/o Quilvest Chairman of Quilvest and Argentina
Director and 69 Chester Square several of its subsidiaries
President London SW1, England
Peter Bemberg c/o Quilvest Officer of Laidlaw Holdings U.S.A.
Director 84, Grand Rue Inc., New York, New York
1660 Luxembourg (financial services company)
Grand Duchy of Luxembourg
Andre Elvinger 15, Cote d'Eich Attorney-at-law, Luxembourg Luxembourg
Director 1450 Luxembourg
Grand Duchy of
Luxembourg
Hans Jorg Furrer FIDES Chairman of the Executive Switzerland
Director Treuhandgesellschaft Committee, FIDES
Bleicherweg 33 Treuhandgesellschaft, Zurich,
98002 Zurich, Switzerland Switzerland
Paul de Ganay 243, Blvd. St. Germain Landowner France
Director Paris, France
Charles de 82 Blvd. Arago Professional investor and France
Montalembert Paris, France director of companies, France
Director
Alvaro Sainz de Sociedad Iberica de Director, Sociedad Iberica de Spain
Vicuna Cartera, S.A. (SIBEC) Cartera, S.A. (SIBEC),
Director Dr. Fleming 3 Madrid, Spain
Madrid, Spain
Louis James de Viel Establissements Martin General Manager France
Castel 25bis rue de Constantine Establissements Martin, Paris,
Director Paris, France France
Christian Baillet SAPLA General Manager, SAPLA, France
Chief Financial 243, Blvd. St. Germain (financial holding company)
Officer Paris, France Paris, and SIFAS, Paris, France
Carlo Hoffman c/o Quilvest Secretary General of the Luxembourg
Secretary General 84, Grand Rue Quilmes Group of companies
Luxembourg
Grand Duchy of Luxembourg
</TABLE>
<PAGE> 19
CUSIP No. 619328 10 7 Page 19 of 21
SCHEDULE B
Quilvest Overseas Limited
<TABLE>
<CAPTION>
Principal Occupation or Employment
and the Name Principal Business
Residence or and Address of Organization in
Name Business Address which such Employment is Conducted Citizenship
- ---- ---------------- ---------------------------------- -----------
<S> <C> <C> <C>
Julio E. Nunez c/o Quilvest Chairman of Argentina
Director and 69 Chester Square Quilvest and
President London SW1, England several of its
subsidiaries
Group of companies SAPLA General Manager, France
Director and 243, Blvd. St. Germain SAPLA, (financial
Treasurer Paris, France holding company)
Paris and SIFAS,
Paris, France
Walter Knecht Societe Department Head, Switzerland
Director Internationale de Societe
Finance International de
Lowenstrasse 19 Finance (financial
Zurich, Switzerland services)
Kurt Sonderegger Societe General Manager, Switzerland
Director Internationale de Societe
Finance International de
Lowenstrasse 19 Finance (financial
Zurich, Switzerland services)
Carlo Hoffman c/o Quilvest Secretary General Luxembourg
Secretary 84, Grand Rue of the Quilmes
1660 Luxembourg Group of companies
Grand Duchy of
Luxembourg
Eric Salvisberg Societe Chief Executive Switzerland
Director Internationale de Officer, Societe
Finance International de
Lowenstrasse 19 Finance (financial
Zurich, Switzerland services)
</TABLE>
<PAGE> 20
CUSIP No. 619328 10 7 Page 20 of 21
SCHEDULE C
Quilvest American Equity
<TABLE>
<CAPTION>
Principal Occupation or Employment
and the Name Principal Business
Residence or and Address of Organization in
Name Business Address which such Employment is Conducted Citizenship
- ---- ---------------- ----------------------------------- -----------
<S> <C> <C> <C>
Julio E. Nunez c/o Quilvest Chairman of Argentina
Director and 69 Chester Square Quilvest and
President London SW1, England several of its
subsidiaries
Christian Baillet SAPLA General Manager, France
Director and 243, Blvd. St. Germain SAPLA, (financial
Treasurer Paris, France holding company)
Paris and SIFAS,
Paris, France
Walter Knecht Societe Department Head, Switzerland
Director Internationale de Societe
Finance International de
Lowenstrasse 19 Finance (financial
Zurich, Switzerland services)
Kurt Sonderegger Societe General Manager, Switzerland
Director Internationale de Societe
Finance International de
Lowenstrasse 19 Finance (financial
Zurich, Switzerland services)
</TABLE>
<PAGE> 21
CUSIP No. 619328 10 7 Page 21 of 21
SCHEDULE D
THREE CITIES HOLDINGS LIMITED
<TABLE>
<CAPTION>
Principal Occupation or Employment
and the Name Principal Business
Residence or and Address of Organization in
Name Business Address which such Employment is Conducted Citizenship
- ---- ---------------- ------------------------------------ -----------
<S> <C> <C> <C>
Julio E. Nunez c/o Quilvest Chairman of Argentina
Director and 69 Chester Square Quilvest and
President London SW1, England several of its
subsidiaries,
Luxembourg
Christian Baillet SAPLA General Manager, France
Director and 243, Blvd. St. Germain SAPLA, (financial
Treasurer Paris, France holding company)
Paris and SIFAS,
Paris, France
Eric Salvisberg Societe Chief Executive Switzerland
Director and Internationale de Officer, Societe
Treasurer Finance International de
Lowenstrasse 19 Finance (financial
Zurich, Switzerland services), Zurich
Kurt Sonderegger Societe General Manager, Switzerland
Director Internationale de Societe
Finance International de
Lowenstrasse 19 Finance (financial
Zurich, Switzerland services), Zurich
</TABLE>
<PAGE> 1
EXHIBIT 1
SHAREHOLDERS AGREEMENT
AGREEMENT, dated as of October 20, 1997, between Terbem Limited, Tinvest
Limited, Teribe Limited, TCR International Partners, LP, Mitvest Limited, Bobst
Investment Corp. and Three Cities Offshore Partners CV (collectively, the "TCR
Group," each individually, a "TCR Group Member") and William D. Morton
("Morton").
WHEREAS, Morton Metalcraft Holding Co., a Delaware Corporation ("Morton
Metalcraft"), and MLX Corp., a Georgia corporation ("MLX"), have entered into
an Agreement and Plan of Merger, dated as of October 20, 1997 (the "Merger
Agreement") pursuant to which Morton Metalcraft will be merged with and into
MLX (the "Merger"), with MLX being the surviving corporation (hereinafter
referred to as the "Corporation");
WHEREAS, pursuant to the Merger Agreement, Morton will acquire 1,218,990
shares of the Class A Common Stock, par value $.01 per share, of the
Corporation ("Class A Common Stock") and 100,000 shares of Class B Common
Stock, par value $.01 per share, of the Corporation ("Class B Common Stock" and
together with the Class A Common Stock, the "Common Stock" );
WHEREAS, pursuant to the Recapitalization, the TCR Group will hold an
aggregate of 888,178 shares of the Class A Common Stock and 100,000 shares of
Class B Common Stock;
WHEREAS, the TCR Group and Morton desire to enter into an agreement with
respect to certain matters regarding the transfer and voting of certain Shares
of Common Stock that will be owned by the TCR Group and Morton upon
consummation of the Recapitalization and the Merger.
NOW THEREFORE, in consideration of the mutual promises and
<PAGE> 2
agreements set forth herein, the adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the meanings set forth below:
"Affiliate" of any Person means (i) in the case of any TCR Group Member,
any other Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such TCR Group Member, and (ii) in the case of Morton, a member of Morton's
immediate family, which shall include his parents, spouse, children or
grandchildren, and spouses of children or grandchildren ("Family Members"), or
a trust, corporation or partnership, all of the beneficial interests in which
shall be held by Morton or one or more Family Members of Morton; provided,
however, that during the period any such trust, corporation, or partnership
holds any right, title or interest in any Shares, no Person other than Morton
or one or more Family Members of Morton may be or become beneficiaries,
stockholders or limited or general partners thereof.
"Class A Common Stock" has the meaning set forth in the recitals to this
Agreement.
"Class B Common Stock" has the meaning set forth in the recitals to this
Agreement.
"Common Stock" has the meaning set forth in the recitals to this
Agreement.
"Common Stock Equivalents" means any security or obligation which is by
its terms convertible into Shares of Common Stock, including, without
limitation, any option, warrant or other subscription or purchase right with
respect to Class A Common Stock or Class B Common Stock.
"Effective Time" means the date and time when the Merger Agreement
<PAGE> 3
shall become effective (as specified in the Merger Agreement).
"Employment Agreement" means that certain Employment Agreement, to be
executed between Morton and the Corporation as of the Effective Time.
"Fair Market Value" means with respect to (i) any security traded on a
registered securities exchange, the NASDAQ Stock Market, or the over the
counter market, the average of the last quoted trade of such security on the
twenty (20) consecutive trading days ended one trading day before the date of
determination of Fair Market Value (provided that for any such trading day on
which such security was not traded, the last quoted trade on the next preceding
trading day when such security was traded shall be used in computing such
average), and (ii) any other asset, the value as determined by a mutually
agreed upon appraiser, which shall be either a nationally recognized accounting
firm that is not the certified public accounting firm of any TCR Group Member
or Morton, or a nationally recognized investment banking firm.
"Fully Permitted Number" means, at any time, (i) in the event that the
Maximum Sale Number is less than the number of Shares of Class A Common Stock
owned by the TCR Group and its Affiliates and Morton and his Affiliates, each
group's pro rata share of the Maximum Sale Number, based upon each group's
ownership of outstanding Shares of Class A Common Stock, and (ii) in the event
that the Maximum Sale Number is greater than the number of Shares of Class A
Common Stock owned by the TCR group and its Affiliates and Morton and his
Affiliates (a) in the case of the TCR Group and its Affiliates, the number of
Shares of Class A Common Stock owned by the TCR Group and its Affiliates at
such time and (b) in the case of Morton and his Affiliates, the Maximum Sale
Number minus the number of Shares of Class A Common Stock owned by the TCR
Group and its Affiliates at such time. For purposes of this definition, the
number of Shares of Class A Common Stock owned by Morton and his Affiliates
shall be deemed to be 418,990 Shares less any Shares sold by Morton and his
Affiliates after the Effective Time, but not less than zero. Morton and his
Affiliates' Fully Permitted
<PAGE> 4
Number may exceed 418,990 pursuant to the terms of this definition.
"Intention Notice" has the meaning set forth in Section 5.1.2 of this
Agreement.
"Morton Put Right" has the meaning set forth in Section 4.1 of this
Agreement.
"Maximum Sale Number" means, at any time, the maximum number of Shares of
Class A Common Stock that can be sold without causing a "change in ownership,"
as defined in section 382 of the Internal Revenue Code of 1986, as amended.
"Permitted Transferee" has the meaning set forth in Section 5.4 of this
Agreement.
"Person" means any individual, corporation, partnership, limited liability
company, firm, joint venture, association, joint stock company, trust,
unincorporated organization, governmental body or other entity.
"Proxy Termination Date" has the meaning set forth in Section 3.2 of this
Agreement.
"Put Notice" has the meaning set forth in Section 4.2 of this Agreement.
"Put Securities" has the meaning set forth in Section 4.1 of this
Agreement.
"Recapitalization" means the recapitalization of MLX as contemplated by
Sections 4.4 and 5.10 of the Merger Agreement.
"Shares" means, with respect to each party, all shares, whether now owned
or hereafter acquired, of Class A Common Stock or Class B Common Stock owned by
such party or its Affiliates, including shares of Common Stock which are issued
upon conversion, exercise or exchange of all Common Stock Equivalents.
"transfer" has the meaning set forth in Section 5 of this Agreement.
"Transfer Notice" has the meaning set forth in Section 5.1.2 of
this Agreement.
"Transfer Notice Provider" has the meaning set forth in Section 5.1.2 of
<PAGE> 5
this Agreement.
"Transfer Notice Recipient" has the meaning set forth in Section 5.1.2 of
this Agreement.
"1997 Stock Plan" means the 1997 Stock Option Plan whereby a maximum of
1,166,896 shares of Class A Common Stock, par value $.01 per share, of MLX are
authorized to be delivered to certain officers, other key employees, directors
and consultants by MLX.
2. Effective Date; Term. This Agreement shall become effective only upon
the consummation of the Merger and shall remain in effect until the Proxy
Termination Date.
3. Irrevocable Proxy.
3.1 Grant of Proxy. The TCR Group hereby grants to, and appoints Morton
as its irrevocable proxy and attorney-in-fact (with full power of substitution)
to vote and/or to act by written consent with respect to all of the Shares of
Class A Common Stock and Class B Common Stock owned by the TCR Group and its
Affiliates with regard to all matters to be voted upon by the stockholders of
the Corporation (including the vote for directors of the corporation), provided
that the TCR Group does not grant to or appoint Morton as its irrevocable proxy
to vote or act with regard to the following matters: (i) the liquidation of
the Corporation; (ii) any sale of all, or substantially all, of the assets of
the Corporation; and (iii) any merger or consolidation involving the
Corporation, if immediately thereafter stockholders of the Corporation
(including Morton) before such merger or consolidation do not hold (by
ownership of stock, by proxy or otherwise) the power to vote at least 60% of
votes entitled to elect the directors of the corporation resulting from such
transaction. The proxy hereby granted by the TCR Group is given in
consideration of the other mutual covenants herein contained,
<PAGE> 6
and as such is coupled with an interest and shall be irrevocable until the
occurrence of an event of termination set forth in Section 3.2.
3.2 Termination of Proxy. The proxy granted to Morton pursuant to
Section 3.1 shall terminate and be of no further force or effect upon the
earliest to occur of (i) ten years after the Effective Time; (ii) Morton's death
or Disability (as defined in the Employment Agreement); (iii) in the event
Morton terminates his employment with the Corporation (other than a Constructive
Termination as defined in the Employment Agreement); (iv) in the event of
Morton's termination by the Corporation for Cause (as defined in the Employment
Agreement) or (v) in the event that Morton's ownership of Class A Common Stock
falls below 1,096,425 Shares, including for this purpose Shares issuable upon
conversion, exercise or exchange of all Common Stock Equivalents, as adjusted to
reflect stock splits and similar actions in respect of the Class A Common Stock
after the Effective Time (the date of the occurrence of any such event described
in clauses (i) through (v) being referred to as the "Proxy Termination Date").
4. Morton Put Right.
4.1 Exercise. If at any time prior to the Proxy Termination Date (i)
the TCR Group is entitled to vote for a transaction described in (ii) and (iii)
of the proviso to Section 3.1; (ii) any TCR Group Member or Affiliate fails to
vote in favor of any such transaction and (iii) such transaction is not approved
by the stockholders of the Corporation, then Morton shall have the right and
option (the "Morton Put Right") to require the TCR Group to purchase all, but
not less than all, of the Class A Common Stock and Class B Common Stock then
owned by Morton and his Affiliates (the "Put Securities"). If Morton shall
exercise the Morton Put Right, the TCR Group shall be obligated, jointly and
severally, to purchase the Put Securities for a purchase price equal to the Fair
Market Value Morton would have received in such proposed transaction for his
Class A Common Stock and Class B Common Stock, provided that in the event that
<PAGE> 7
Morton would have retained any or all of the Put Securities in such proposed
transaction, the purchase price for such Put Securities shall be equal to the
Fair Market Value of such Put Securities.
4.2 Notice and Duration. Exercise of the Morton Put Right may only be
effected by delivering written notice to the TCR Group (the "Put Notice"). The
Put Notice shall state the number of Put Securities held by Morton and his
Affiliates. Exercise of the Morton Put Right shall be made, if at all, within
20 days after the occurrence of the event giving rise to the Morton Put Right.
4.3 Closing of Purchase of Put Securities. In any case where Morton
exercises the Morton Put Right, the TCR Group shall purchase for cash the Put
Securities within 45 days of the delivery of the Put Notice.
4.4 Termination of Morton Put Right. Morton shall have no right to
exercise the Morton Put Right following, and the Morton Put Right shall
terminate and be of no further force and effect, on the earliest to occur of
(i) the expiration of the 20 day period described in Section 4.2 or (ii) the
Proxy Termination Date.
5. Restrictions on Transfer and Purchase of Shares. The TCR Group and
their Affiliates and Morton and his Affiliates shall not sell, give, assign,
hypothecate, pledge, encumber, grant a security interest in or otherwise
dispose of (whether by operation of law or otherwise) (each a "transfer") or
purchase any Shares or any right, title or interest therein or thereto, except
for transfers and purchases made in compliance with the provisions of this
Agreement. Notwithstanding the existence of the proxy contained in Section
3.1, the TCR Group and its Affiliates may transfer Shares pursuant to the terms
of this Agreement and any Shares transferred in compliance with the terms of
this Agreement shall be free and clear of such proxy.
5.1 Limitation on Transfer of Class A Common Stock.
<PAGE> 8
5.1.1 For three (3) years after the Effective Time, neither the TCR
Group, Morton, nor any of their respective Affiliates may transfer any Shares of
Class A Common Stock owned as of the Effective Time.
5.1.2 Commencing three (3) years after the Effective Time, neither
Morton, any TCR Group Member nor any of their respective Affiliates may transfer
any Shares of Class A Common Stock without complying with the procedures and
requirements set forth in this Section 5.1.2. Prior to making any such
transfer, Morton or any of his Affiliates, on the one hand, or the TCR Group or
any of its Affiliates, on the other hand, shall provide written notice (the
"Transfer Notice" and such party providing the Transfer Notice together with its
Affiliates being referred to herein as the "Transfer Notice Provider") to the
other party (together with its Affiliates the "Transfer Notice Recipient") of
the Transfer Notice Provider's intention to make such transfer, which notice
shall state the number of Shares proposed to be transferred, which number may be
up to the Transfer Notice Provider's Fully Permitted Number. Within fifteen
(15) days of the delivery of such Transfer Notice, the Transfer Notice Recipient
shall deliver written notice (the "Intention Notice") to the Transfer Notice
Provider, which notice shall state one of the following: (i) that the Transfer
Notice Recipient does not intend to sell any Shares of Class A Common Stock or
(ii) that the Transfer Notice Recipient intends to sell Shares of Class A Common
Stock and the number of Shares such party intends to sell, which number may be
up to the Transfer Notice Recipient's Fully Permitted Number. In the event that
the Intention Notice contains the information contained in clause (i) above or
in the event that no Intention Notice is provided, the Transfer Notice Provider
may sell Shares of Class A Common Stock in any amount up to the Transfer Notice
Provider's Fully Permitted Number, provided that such transfer shall be made
within sixty (60) days from the earlier of (a) the date on which the Intention
Notice is provided or (b) fifteen (15) days from the date the Transfer Notice is
provided. In the event that the Intention Notice contains the information
contained in clause (ii) above, the Transfer Notice
<PAGE> 9
Provider and the Transfer Notice Recipient may transfer Shares of Class A
Common Stock in an amount up to their respective Fully Permitted Numbers,
provided that such transfer shall be made within sixty (60) days from the
earlier of (a) the date on which the Intention Notice is provided or (b)
fifteen (15) days from the date the Transfer Notice is provided. Any attempt
to transfer any Shares in violation of this Section 5.1.2 shall be null and
void ab initio and the Corporation shall not register any such transfer.
Nothing contained within this Section 5.1.2 shall be deemed to affect the
obligations of Morton, any TCR Group Member or any of their respective
Affiliates to comply with any conditions or requirements set forth in the
Articles of Incorporation of the Corporation, including any requirement to
obtain any approval of the Board of Directors of the Corporation, any other
documents of corporate governance, any other contract or agreement, or any
applicable federal or state securities laws.
5.2 Limitation on Transfer of Class B Common Stock. Neither the TCR
Group, Morton, nor any of their respective Affiliates may transfer any Shares of
Class B Common Stock owned as of the Effective Time or convert any Shares of
Class B Common Stock owned as of the Effective Time into Shares of Class A
Common Stock pursuant to Section 2.3 of the Articles of Amendment of the
Articles of Incorporation of MLX until the earlier of (i) ten (10) years after
the Effective Time or (ii) the Proxy Termination Date.
5.3 Limitation on Purchase of Shares. Neither the TCR Group or any of
its Affiliates, on the one hand, nor Morton or any of his Affiliates, on the
other hand, shall purchase additional Shares of Class A Common Stock or Class B
Common Stock after the Effective Time without the approval of Morton or the TCR
Group, respectively, and of the Board of Directors of the Corporation, provided
that this limitation shall not apply to the purchase of Shares of Class A Common
Stock by Morton and his Affiliates pursuant to Common Stock Equivalents owned by
Morton immediately after the Merger or issued to Morton pursuant to the 1997
Stock Plan.
<PAGE> 10
5.4 Permitted Transfers. Notwithstanding anything to the contrary
contained in this Agreement, but subject to this Section 5.4 and Section 5.5,
at any time, any TCR Group Member or Morton or their respective Affiliates may
transfer all or a portion of its Shares to any other TCR Group Member or to
Morton or their respective Affiliates (each, a "Permitted Transferee") and
Morton and his Affiliates may transfer their Shares pursuant to Section 4.1.
5.5 Permitted Transfer Procedures. If any member of the TCR Group or
Morton or any of their respective Affiliates wishes to transfer Shares to a
Permitted Transferee under Section 5.4, such party shall give written notice to
the other party of its intention to make any such transfer not less than ten
(10) days prior to effecting such transfer, which notice shall state the name
and address of each Permitted Transferee to whom such transfer is proposed and
the number of Shares proposed to be transferred to such Permitted Transferee;
provided that the Permitted Transferee shall have assumed in writing all of the
obligations of his transferor imposed by this Agreement and shall have agreed to
be bound by each of the terms and provisions of this Agreement to which such
transferor was bound.
6. Miscellaneous.
6.1 Waiver of Compliance; Consents. Any failure of the TCR Group or its
Affiliates, on the one hand, or Morton or his Affiliates, on the other hand, to
comply with any obligation, covenant, agreement or condition herein may be
waived by Morton or the TCR Group, respectively, only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure. Whenever this Agreement requires or permits consent by or on
behalf of any party hereto, such consent shall be given in writing in a manner
consistent with the requirements for a waiver of compliance as set forth in
<PAGE> 11
this Section 6.1.
6.2 Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered in person,
by facsimile or telegram or on the next business day when sent by overnight
courier or on the second succeeding business day when sent by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified by like notice);
(i) if to the TCR Group and its Affiliates, to
Three Cities Research, Inc.
135 East 57th Street
New York, NY 10022
Attention: W. Robert Wright
Telecopy: (212) 980-1142
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Robert M. Hirsh, Esq.
Telecopy: (212) 757-3990
and
(ii) if to William Morton and his Affiliates, to
Morton Metalcraft Holding Co.
1021 West Birchwood
Morton, Illinois 61550
Attention: William D. Morton
Telecopy: (309) 263-1841
with a copy to
Husch & Eppenberger
101 S.W. Adams Street, Suite 800
Peoria, Illinois 61602-1335
Attention: Gene Petersen
Telecopy: (309) 637-4928
<PAGE> 12
6.3 Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by either of
the parties hereto without the prior written consent of the other party. This
Agreement is not intended to confer upon any other person except the parties
hereto any rights or remedies hereunder.
6.4 Governing Law. This Agreement shall be governed by the laws of the
State of Delaware, without giving effect to the principles of conflicts of law
thereof or of any other jurisdiction.
6.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
6.6 Headings. The article and section headings contained in this
Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.
6.7 Entire Agreement. This Agreement and the documents or instruments
referred to herein, embodies the entire agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants, or
undertakings, other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and the understandings between the
parties with respect to such subject matter.
6.8 Specific Performance. The parties hereto intend that each of the
parties have the right to seek damages or specific performance in the event
that any other party hereto fails to perform such party's obligations
hereunder. Therefore, if any party shall institute any action or proceeding to
enforce the provisions hereof, any party against whom such action or proceeding
is brought hereby waives any claim or defense
<PAGE> 13
therein that the plaintiff party has an adequate remedy at law.
6.9 Further Assurances. Each of the parties shall, and shall cause their
respective Affiliates to, execute such instruments and take such action as may
be reasonably required or desirable to carry out the provisions hereof and the
transactions contemplated hereby.
<PAGE> 14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
/s/ William D. Morton
----------------------------
William D. Morton
TERBEM LIMITED
By: /s/ W. Robert Wright
-------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
TINVEST LIMITED
By: /s/ W. Robert Wright
-------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
TERIBE LIMITED
By: /s/ W. Robert Wright
-------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
<PAGE> 15
TCR INTERNATIONAL PARTNERS, L.P.
By: Three Cities Research, Inc.
its general partner
By: /s/ Willem de Vogel
------------------------
Name: Willem de Vogel
Title: President
MITVEST LIMITED
By: /s/ W. Robert Wright
----------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
BOBST INVESTMENT CORP.
By: /s/ W. Robert Wright
----------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
<PAGE> 16
THREE CITIES OFFSHORE PARTNERS CV
By: /s/ W. Robert Wright
------------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
<PAGE> 1
EXHIBIT 2
VOTING AGREEMENT
This Voting Agreement is made as of the 20 th day of January, 1998 by and
between William D. Morton ("Morton") and Fred W. Broling, Mark W. Mealy, Daryl
R. Lindemann, Brian L. Geiger, Brian R. Doolittle, David M. Stratton, and
Robert J. Janeczko (collectively referred to as "Other Shareholders").
RECITALS
WHEREAS, each of Morton and the Other Shareholders own now, or have the
right to acquire in the future, shares of Class A Common Stock or shares of
Class B Common Stock of Morton Industrial Group, Inc., a Georgia corporation
("Corporation").
WHEREAS, the parties desire to enter into an agreement with respect to
voting the shares of Common Stock of the Other Shareholders.
AGREEMENTS
NOW THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the adequacy of which are hereby acknowledged, the parties agree
as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have
the meaning set forth below:
"Class A Common Stock" means the shares of Class A Common Stock, par value
$0.01 per share, of the Corporation.
"Class B Common Stock" means the shares of Class B Common Stock, par value
$0.01 per share, of the Corporation.
"Common Stock" means either the Class A Common Stock or the Class B Common
Stock of the Corporation.
"Common Stock Equivalents" means any security or obligation which is by
its terms convertible into shares of Common Stock, including without
limitation, any option, warrant, or other subscription or purchase right with
respect to Class A Common Stock or Class B Common Stock.
"Effective Time" means the effective date of this Agreement as noted
above.
"Person" means any individual, corporation, partnership, limited liability
company, firm, joint venture, association, joint stock company, trust,
unincorporated organization, governmental body or other entity.
<PAGE> 2
"Shares" mean, with respect to each party, all shares, whether now owned
or hereafter acquired, of Class A Common Stock or Class B Common Stock owned by
such party, including shares of Common Stock which are issued upon conversion,
exercise or exchange of all Common Stock Equivalents.
"Employment Agreement" means that certain Employment Agreement between
Morton and the Corporation effective as of January 20, 1998.
2. EFFECTIVE DATES; TERM. This Agreement shall become effective at the
Effective Time and shall remain in effect until the Proxy Termination Date.
3. IRREVOCABLE PROXY.
3.1 GRANT OF PROXY. The Other Shareholders and each of them hereby
grant to and appoint Morton as their irrevocable proxy and attorney-in-fact
(with full power of substitution) to vote and/or act by written consent with
respect to all of the Shares owned by the Other Shareholders (whether now owned
or hereafter acquired) with regard to all matters to be voted upon by
stockholders of the Corporation (including the vote for directors of the
Corporation). The proxy herein granted to Morton by each of the Other
Shareholders is coupled with an interest and shall be irrevocable until the
Proxy Termination Date.
3.2 TERMINATION OF PROXY. The proxy granted to Morton pursuant to
Section 3.1 shall terminate and be of no further force or effect upon the first
to occur of (i) ten (10) years after the Effective Time; (ii) Morton's death or
Disability (as defined in the Employment Agreement); (iii) in the event Morton
terminates his employment with the Corporation (other than a Constructive
Termination as defined in the Employment Agreement); or (iv) in the event of
Morton's termination of employment by the Corporation for Cause (as defined in
the Employment Agreement). The date of the occurrence of any such event
described in clauses (i) through (iv) being referred to herein as the "Proxy
Termination Date".
4. MISCELLANEOUS.
4.1 WAIVER OF COMPLIANCE; CONSENTS. Any failure of any party to
comply with any obligation, covenant, agreement or condition herein may be
waived by the other party only by written instrument signed by the party
granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of or estoppel with respect to, any subsequent or other
failure. Whenever this Agreement requires or permits consent by or on behalf
of any party hereto, such consent shall be given in writing in a manner
consistent with the requirementsfor waiver of compliance as set forth in this
section.
- 2 -
<PAGE> 3
4.2 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when given in person, by
facsimile, or telegram, or on the next business day when sent by overnight
courier or on the second succeeding business day when sent by registered or
certified mail (postage prepaid, return receipt requested,) to the respective
parties at their last known mailing address.
4.3 ASSIGNMENT. This Agreement and all provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and the respective
successors and assigns. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior consent of the other parties. This Agreement is not
intended to confer upon any other person except the parties hereto, any rights
or remedies hereunder. This Agreement shall be binding upon the transferee of
any Shares transferred in any manner by any of the Other Shareholders.
4.4 GOVERNING LAWS. This Agreement shall be governed by the laws of the
State of Delaware, without giving effect to the principles of conflict of laws
thereof or of any other jurisdiction.
4.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.6 HEADINGS. The Article and Section headings contained in this
Agreement are solely for the purpose of reference, and are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.
4.7 ENTIRE AGREEMENT. This Agreement and the documents or instruments
referred to herein embodies the entire Agreement and understanding of the
parties hereto in respect to the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants, or other
undertakings, other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and the undertakings between the
parties with respect to such subject matter hereof.
4.8 SPECIFIC PERFORMANCE. The parties hereto intend that each of the
parties have the right to seek damages or specific performance in the event
that any other party hereto fails to perform such party's obligations
hereunder. Therefore, if any party shall institute any action or proceeding to
enforce the provisions hereof, any party against whom such action or proceeding
is brought hereby waives any claim or defense therein that the complaining
party has an adequate remedy at law.
- 3 -
<PAGE> 4
4.9 FURTHER ASSURANCES. Each of the parties shall execute such
instruments and take such action as may be reasonably required or desirable to
carry out the provisions hereof and the transactions contemplated hereby.
EXECUTION
This Voting Agreement is executed as of the date noted above.
/s/ William D. Morton /s/ Fred W. Broling
- ------------------------------ ----------------------------------
William D. Morton Fred W. Broling
/s/ Briam R. Doolittle
-----------------------------------
Brian R. Doolittle
/s/ Brian L. Geiger
-----------------------------------
Brian L. Geiger
/s/ Robert J. Janeczko
-----------------------------------
Robert J. Janeczko
/s/ Daryl R. Lindemann
-----------------------------------
Daryl R. Lindemann
/s/ Mark W. Nealy
-----------------------------------
Mark W. Mealy
/s/ David M. Stratton
-----------------------------------
David M. Stratton
