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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) March 2, 1998
MORTON INDUSTRIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Georgia 0-13198 38-0811650
State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization File Number) Identification No.)
1021 West Birchwood, Morton, Illinois 61550
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code 309-266-7176
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On March 3, 1998, Morton Industrial Group, Inc. (the "Company")
announced that it had entered into a Stock Purchase Agreement with the two
principal owners of Carroll George, Inc., a Northwood, Iowa, supplier of
composite structures and plastic-based assemblies and components to
construction, agricultural, and industrial equipment manufacturers. Subject to
its completion of due diligence and satisfaction of other conditions to closing,
the Company plans to close the acquisition of substantially all of the capital
stock of Carroll George, Inc., on or before May 1, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit 99.1 Press release dated March 3, 1998.
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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 INDUSTRIAL GROUP, INC.
(Registrant)
Date: March 16, 1998 By:/S/ Daryl L. Lindemann
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Daryl R. Lindemann
Vice President Finance,
Secretary, and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press release dated March 3, 1998.
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EXHIBIT 99.1
MORTON INDUSTRIAL GROUP, INC. TO ACQUIRE CARROLL GEORGE, INC.
MORTON, IL - MARCH 3, 1998 - Morton Industrial Group, Inc. (OTC BB:MGRP) today
announced that it has entered into an agreement to acquire substantially all of
the stock of Carroll George, Inc., a privately held company based in Northwood,
Iowa. The transaction is anticipated to close within sixty days.
Carroll George, Inc. is a leading supplier of composite structures and
plastic-based parts, assemblies and components to leading construction,
agricultural and industrial equipment manufacturers, its capabilities include
die cutting, fabrication, plastic forming and plastic line bending, stamping and
molding.
William D. Morton, Chairman, President and Chief Executive Officer of Morton
Industrial Group, Inc., stated: "We are pleased to welcome our colleagues at
Carroll George, Inc. as members of our Morton Industrial Group family. A
component of our growth strategy is the pursuit of appropriate synergistic
acquisition opportunities. We believe that the acquisition of Carroll George,
Inc. is an excellent strategic fit for Morton Industrial Group as we enhance our
fabrication services with other commodities such as composite structures and
plastic-based parts, assemblies and components."
Morton Industrial Group, Inc. ("Morton" or the "Company") today owns Morton
Metalcraft Co., a supplier of high-quality fabricated sheet metal components and
subassemblies for the off-highway construction, agricultural and industrial
equipment markets. Its annual revenues are approximately $100 million. It
provides large original equipment manufacturers (OEMs) with a wide range of
products and services in the areas of fabrication, composites, machining and
electronics. Over a five-year period, from 1993 to 1997, Morton's sales have
grown at an average annual compounded rate of approximately 25 percent.
The Company has applied for the listing of its common stock on the Nasdaq Small
Cap Market.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: This press release contains forward looking statements (within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934), including, but not limited to, statements related to
Morton's beliefs, expectations, or intentions. These statements involve risk and
uncertainties that may cause Morton's actual results to differ significantly
from those expected, suggested, or projected. Factors that could contribute to
such differences include, but are not limited to, competition with other
fabricators; the risks associated with Morton's acquisition strategy, including
unanticipated problems, difficulties in integrating acquired businesses,
diversion of management's attention from daily operations, possible increased
interest costs, and possible adverse effects on earnings resulting from
increased goodwill amortization; introduction of new technologies that require
significant capital expenditures; and general economic and business conditions.
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