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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): January 20, 1998
MORTON INDUSTRIAL GROUP, INC.
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(Exact name of registrant as specified in charter)
Georgia I-4795 38-0811650
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1021 West Birchwood Street, Morton, Illinois 61550
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (309) 266-7176
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MLX Corp., 1000 Center Place, Norcross, Georgia 30093
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(Former name or former address, if changed since last report)
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Description of Effective Change in Control
On January 20, 1998, MLX Corp. ("MLX" or the "Registrant")
consummated a merger (the "Merger") with Morton Metalcraft Holding Co.
("Morton"), a Delaware corporation. Pursuant to Agreement and Plan of
Merger, dated as of October 20, 1997 (the "Merger Agreement"),between MLX
and Morton, Morton was merged with and into MLX, with MLX being the
surviving corporation (the "Surviving Company"). The Registrant believes
that the effective change in control (as control is defined in 17 CFR
#240.12b-2) of the Registrant as a result of the Merger did not constitute
an "ownership change" within the meaning of Section 382(g) of the Internal
Revenue Code of 1986, as amended.
Immediately prior to and in connection with the Merger, MLX
reclassified its existing common stock, par value $.01 per share (the "Old
Common Stock"), as Class A Common Stock of MLX, par value $.01 per share
(the AMLX Class A Common Stock or A Surviving Company Class A Common
Stock") and established a class of 200,000 shares of Class B Common Stock
of MLX, par value $.01 per share (the "MLX Class B Common Stock"or
"Surviving Company Class B Common Stock"). Upon consummation of the
Merger, each share of the Class A Common Stock, par value $.01 per share,
of Morton ("Morton Class A Common Stock") was converted into the right to
receive one share of Surviving Company Class A Common Stock and each share
of Class B Common Stock, par value $.01 per share, of Morton ("Morton
Class B Common Stock" and,together with the Morton Class A Common Stock,
the "Morton Common Stock") was converted into the right to receive one
share of Surviving Company Class B Common Stock.
Prior to the Merger, William D. Morton, previously the President
and Chief Executive Officer of Morton and currently the President and Chief
Executive Officer of the Surviving Company, owned approximately 83% of the
issued and outstanding shares of Morton, and affiliates of Three Cities
Research, Inc. (the "TCR Affiliated Group") owned approximately 38% of the
Old Common Stock of MLX. As a result of the Merger, Mr. Morton and certain
of his affiliates (the "Morton Affiliated Group" and, together with the TCR
Affiliated Group, the "Affiliated Groups") currently own 1,218,990 shares
of Surviving Company Class A Common Stock and 100,000 shares of Surviving
Company Class B Common Stock, which together represent approximately 32.7%
of the voting power of all outstanding shares of the Surviving Company and
the members of the TCR Affiliated Group collectively own 888,178 shares of
Surviving Company Class A Common Stock and 100,000 shares of Surviving
Company Class B Common Stock, which together represent approximately 24.3%
of the voting power of all shares of Surviving Company Common Stock. At
such time as either the Morton Affiliated Group or the TCR Affiliated Group
sells any shares of Surviving Company Class A Common Stock,
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the special voting rights of the Surviving Company Class B Common Stock
will operate so as to ensure that the aggregate voting power of all shares
held by each of the TCR Affiliated Group and the Morton Affiliated Group is
not reduced below 24%. This is accomplished through provisions in MLX's
Articles of Incorporation, as amended (the "Amended Articles"), which
provide for the designation of a certain number of Surviving Company
Class A Common Stock shares held by each Affiliated Group at the time of
the Merger as "Designated Shares," and by providing that such shares,
together with the respective Affiliated Group's shares of Surviving Company
Class B Common Stock, shall entitle such Affiliated Group to 24% of the
voting power. The number of Designated Shares of each Affiliated Group is
880,000 shares of Surviving Company Class A Common Stock. Thus,
immediately after the Merger, the Morton Affiliated Group and the
TCR Affiliated Group together have approximately 57% of the voting power of
the Surviving Company Class A Common Stock and Class B Common Stock
combined.
Concurrently with the signing of the Merger Agreement, the
members of the TCR Affiliated Group and Mr. Morton entered into a
shareholders agreement (the "Shareholders Agreement"), under which
Mr. Morton will control approximately 57% of the voting power of the
Surviving Company. Under the Shareholders Agreement, members of the TCR
Affiliated Group granted Mr. Morton a proxy ("Proxy") to vote all of the
Surviving Company Class A Company Stock and all of the Surviving Company
Class B Common Stock owned by them after the Merger on all matters to be
voted upon by the shareholders of the Surviving Company except for:
(i) the liquidation of the Surviving Company; (ii) any sale of all, or
substantially all, of the assets of the Surviving Company; and (iii) any
merger or consolidation involving the Surviving Company, if immediately
thereafter, the shareholders of the Surviving Company do not hold the power
to vote at least 60% of the votes entitled to elect the directors of the
company surviving such merger or consolidation. In the event that (a) the
TCR Affiliated Group is entitled to vote for any such sale, merger or
consolidation described immediately above; (b) any member of the
TCR Affiliated Group fails to vote in favor of such transaction; and
(c) the transaction is not approved by the shareholders of the Surviving
Company, Mr. Morton may elect to cause the TCR Affiliated Group to purchase
all (but not less than all) of the Surviving Company Class A Common Stock
and Surviving Company Class B Common Stock then owned by him and his
affiliates for a purchase price equal to fair market value of the assets he
would have received in such proposed transaction. If Mr. Morton would have
retained any stock in the proposed transaction, then the purchase price for
such stock shall be equal to the fair market value of such stock.
The Proxy will terminate upon the earliest of the following
events: (i) January 20, 2008 (the "Effective Time" or "Effective Date");
(ii) Mr. Morton's death or disability (each as set forth in the employment
agreement between the Surviving Company and Mr. Morton); (iii) in the event
Mr. Morton terminates his employment with the Surviving Company (other than
a Constructive Termination as defined in the employment agreement between
the Surviving Company and Mr. Morton); (iv)in the event of Mr. Morton's
termination by the Surviving Company for
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Cause (as defined in the employment agreement between the Surviving
Company and Mr. Morton); or (v) if Mr. Morton's ownership of Surviving
Company Class A Common Stock falls below 1,096,425 shares, including for
this purpose shares issuable upon conversion or exercise of any convertible
security, option, warrant, or subscription or purchase right, as adjusted
to reflect stock splits.
The Shareholders Agreement also restricts transfers by members of
the TCR Affiliated Group of their Surviving Company Class A Common Stock
for three years, imposes limits on the number of shares of Surviving
Company Class A Common Stock that they can transfer after three years, and
restricts transfers by the TCR Affiliated Group of Surviving Company Class
B Common Stock for ten years.
See Item 2 of this Current Report on Form 8-K for information
about the sources and amounts of consideration given in the Merger and
related transactions.
Management of the Surviving Company
Upon completion of the Merger, the Board of Directors and
executive officers of the Surviving Company became comprised of the
following individuals:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
William D. Morton........ 50 Chairman of the
Board, President,
Chief Executive
Officer and
Director
Daryl R. Lindemann....... 43 Vice President
(Finance),
Treasurer and
Secretary
Fred W. Broling.......... 62 Director
Mark W. Mealy............ 40 Director
Alfred R. Glancy III..... 59 Director
Willem F.P. de Vogel..... 47 Director
</TABLE>
The following is a brief summary of the business experience of
the foregoing individuals:
WILLIAM D. MORTON joined Morton in 1988 as an Executive Vice
President. Together with other investors, he purchased Morton from
Morton's founding owners in 1989 and has served as President and Chief
Executive Officer since that date. Mr. Morton's responsibilities include
overseeing all strategic, operational, and financial planning as well as the
development of key customer accounts and new business opportunities.
Mr. Morton received a Bachelors Degree in Mechanical Engineering from the
University of Illinois in 1970. He is a member of the Society of
Manufacturing Engineers.
DARYL R. LINDEMANN has been Vice President of Finance, Secretary
and
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Treasurer of Morton since he joined Morton in 1990, and his
responsibilities include management of accounting, audits, insurance,
banking relationships, cash management, human resources, information
services and purchasing. Mr. Lindemann is a Certified Public Accountant
and received a B.S. in Accounting in 1976 from the University of Illinois.
He is a member of the American Institute of Certified Public Accountants
and the Illinois CPA Society.
FRED W. BROLING has been a Director of Morton since September
1989. Mr. Broling is the Chief Executive Officer and Chairman of the Board
of Plastic Specialties & Technologies, Inc. and has served in such
capacities since 1984 and as Chairman and Chief Executive Officer of
PureTec Corporation ("PureTec") since July 1995. Plastic Specialties and
Technologies, Inc. is a subsidiary of PureTec. PureTec and Plastic
Specialties and Technologies, Inc. are vertically integrated manufacturers
of specialty plastic products. From 1981 to 1984, Mr. Broling served as
the President of the plastic specialty sector of Dart & Kraft. Mr. Broling
is also a director of Harris Chemical Corp.
MARK W. MEALY serves as head of the Corporate Finance Group at
Bowles Hollowell Conner & Co., an investment banking firm, where he has
been employed as a Managing Director since 1989. Mr. Mealy has been a
Director of Morton since March 1995. Prior to joining Bowles Hollowell
Conner & Co., he served as Vice President in Morgan Stanley & Co.'s high
yield bond group, and Vice President in the private placement group of Bank
of America.
ALFRED R. GLANCY III has been Chairman, President and Chief
Executive Officer of MCN Energy Group Inc. (MCN) since 1988. MCN is a
diversified global energy holding company with approximately $4 billion of
assets and markets and investments throughout North America and in India.
Mr. Glancy has been a Director of MLX Corp. since 1985 and Non-executive
Chairman of the Board of MLX Corp. since May 1996. Mr. Glancy joined
Michigan Consolidated Gas Company, a subsidiary of MCN, in 1962, served as
and Chief Executive Officer from 1984 until September 1992, and has held
the position of Chairman since 1984.
WILLEM F.P. DE VOGEL is the President of Three Cities Research,
Inc., a firm engaged in the investment and management of private capital
("TCR"). Mr. de Vogel has been a Director of MLX Corp. since 1986. He
joined TCR in 1977 and has been the President of TCR since 1982. Mr. de
Vogel also serves as a director of Computer Associates International, a
computer software company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 20, 1998 Morton merged with and into MLX pursuant to
the Merger Agreement. As a result of the merger, MLX has assumed the
historic business of Morton, which is described below.
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The aggregate consideration paid to complete the Merger was
approximately $81.1 million, consisting of the following:
<TABLE>
<S> <C>
Cash purchase of Morton securities. . $20.0 million
MLX stock and in-the-money options
issued to Morton security holders . . 33.5 million
Debt of Morton assumed or repaid (as
of June 30, 1997) . . . . . . . . . . 27.6 million
-----
Total . . . . . . . . . . . . . . $81.1 million
=====
</TABLE>
This valuation assumes that the Old Common Stock is valued at
$16.75 per share, the last bid price on October 19, 1997, the day before
the proposed Merger was announced. The Registrant used a portion of its
cash on hand to fund the purchase of Morton securities.
As a result of the Merger, each share of Morton Class A Common
Stock was converted into the right to receive one share of Surviving
Company Class A Common Stock and each share of Morton Class B Common Stock
was converted into the right to receive one share of Surviving Company
Class B Common Stock, except for the Morton securities purchased by MLX
pursuant to the Securities Purchase Agreement (as defined below), which
were canceled by virtue of the Merger. In addition, each outstanding
option to purchase a share of Morton Class A Common Stock was converted
into the right to receive an option to purchase one share of Surviving
Company Class A Common Stock, except for the Morton Options purchased by
MLX pursuant to the Securities Purchase Agreement, which were canceled by
virtue of the Merger.
Concurrently with the execution of the Merger Agreement, MLX
entered into a securities purchase agreement dated October 20, 1997 (the
"Securities Purchase Agreement") with certain holders of Morton Common
Stock and options and warrants to acquire shares of Morton Common Stock
(the "Selling Securityholders"). Under the Securities Purchase Agreement,
MLX agreed to purchase an aggregate of 612,121 shares of Morton Class A
Common Stock, and options and warrants to purchase 721,211 shares of Morton
Class A Common Stock from the Selling Securityholders for an aggregate
purchase price of $19,991,196. Morton securities purchased by MLX pursuant
to the Securities Purchase Agreement were canceled by virtue of the Merger.
As a condition to the Securities Purchase Agreement, MLX and
Morton entered into a Note Redemption Agreement, dated October 20, 1997
(the "Note Redemption Agreement", as defined below), with certain Selling
Securityholders. The Note Redemption Agreement was required to induce two
of the Selling Securityholders, Connecticut General Life Insurance Company
("CGLIC") and CIGNA Mezzanine Partners III, L.P. ("CMP", and together with
CGLIC, "CIGNA"), to enter into the
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Securities Purchase Agreement. Under the Note Redemption Agreement, MLX
and Morton jointly and severally agreed to pay to CIGNA immediately
following consummation of the Merger, the sum of $25,000,000 (such amount
being the aggregate outstanding principal amount of Morton's 11.50% Senior
Notes due January 25, 2005 (the "Notes")) and a prepayment premium of
$250,000, and to pay all reasonable costs and expenses of CIGNA relating to
the Note Redemption Agreement. Under the Note Redemption Agreement, CIGNA
agreed to waive its right to receive the "make-whole" amount which would
otherwise be due in connection with the prepayment of the Notes, and to
accept such prepayment in full and complete satisfaction of Morton's
obligations under the Notes. Payment according to the Note Redemption
Agreement occurred on January 20, 1998.
Description of the Surviving Company Class A
and Surviving Company Class B Common Stock
In connection with the Merger, MLX amended its Articles of
Incorporation to reclassify the Old Common Stock into MLX Class A Common
Stock and create a series of MLX Class B Common Stock. The rights of each
class are set forth in Article II of MLX's Articles of Incorporation, as
amended (the "Amended Articles"). The following summary, which describes
the material characteristics of the Surviving Company Class A and Surviving
Company Class B Common Stock, should be read in conjunction with, and is
qualified in its entirety by reference to, the Amended Articles attached as
an exhibit hereto.
Dividends. Subject to the rights of the holders of any class of
preferred stock, holders of record of shares of Surviving Company Common
Stock on the record date fixed by the Surviving Company's Board of
Directors (the "Board") are entitled to receive such dividends as may be
declared by the Board out of funds legally available for such purpose. No
dividends may be declared or paid in cash or property on any share of
either class of Surviving Company Common Stock, however, unless
simultaneously the same dividend is declared or paid on each share of the
other class of Surviving Company Common Stock. In the case of any stock
dividend, holders of Surviving Company Class A Common Stock are entitled to
receive the same dividend (payable in shares of Class A Common Stock) as
the holders of Class B Common Stock receive (payable in shares of Class B
Common Stock).
Voting Rights. Holders of shares of Surviving Company Class A
Common Stock and Surviving Company Class B Common Stock are entitled to
vote as a single class on all matters submitted to a vote of the
shareholders, with each share of Surviving Company Class A Common Stock
entitled to one vote and each share of Surviving Company Class B Common
Stock entitled to the number of votes determined as described below. Each
share of Surviving Company Class B Common Stock is entitled to such number
of votes, which number will fluctuate from time to time, as will be
required to ensure that the aggregate votes available to be cast by each
Affiliated Group that is the holder of Surviving Company Class B Common
Stock (with respect to such Affiliated Group's Surviving Company Class B
Common Stock together
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with certain shares of Surviving Company Class A Common Stock held by such
Affiliated Group) will be equal to 24% of the total votes available to be
cast by all holders of Surviving Company Common Stock, regardless of class.
The shares of Surviving Company ClassB Common Stock are held by two
separate Affiliated Groups resulting in a total of 48% of the voting power
of all Surviving Company Common Stock being controlled by these Affiliated
Groups by virtue of the special voting rights of the Surviving Company
Class B Common Stock. The shares of Surviving Company Class B Common Stock
are convertible into shares of Surviving Company Class A Common Stock in
certain circumstances. The Affiliated Groups are defined in the Amended
Articles as (i)the TCR Affiliated Group and (ii) William D. Morton and/or
members of his immediate family. The voting power of the individual shares
of Surviving Company Class B Common Stock with respect to each Affiliated
Group will be determined as of the record date for each shareholders
meeting. At the Effective Time, each share of Surviving Company Class B
Common Stock initially had approximately .72 votes per share.
For purposes of calculating the number of votes per share
attributable to the Surviving Company Class B Common Stock, certain shares
of Surviving Company Class A Common Stock (the "Designated Shares") owned
by each Affiliated Group on the Effective Date, other than approximately
338,990 shares of Surviving Company Class A Common Stock held by
Mr. Morton, are aggregated with the votes attributable to the Surviving
Company Class B Common Stock in order to ensure that such Affiliated Group
has 24% of MLX's outstanding voting power with respect to such Designated
Shares and such MLX Class B Common Stock. If an Affiliated Group owns
Surviving Company Class A Common Stock in addition to its Designated
Shares, such Affiliated Group will also vote such additional Surviving
Company Class A Voting Stock, thus having voting power in excess of 24%.
Each Affiliated Group owns 880,000 Designated Shares.
If any Designated Shares of an Affiliated Group are sold or
transferred to persons outside such Affiliated Group, this will have the
effect of increasing the votes per share of the Surviving Company Class B
Common Stock with respect to such Affiliated Group. Any shares of
Surviving Company Class A Common Stock which are transferred by a member of
an Affiliated Group generally will be deemed to reduce its Designated
Shares, thus increasing the votes per share attributable to the Surviving
Company Class B Common Stock by an amount sufficient to maintain the voting
power of the Affiliated Group at 24% of the votes eligible to be cast at
any meeting of shareholders. In general, if an Affiliated Group acquires
additional shares of Surviving Company Class A Common Stock after the
Effective Time, such shares will not be considered Designated Shares,
unless Designated Shares have previously been transferred, in which case
such newly acquired shares will be deemed to be Designated Shares until
the Affiliated Group's Designated Shares equals 888,000.
Conversions of shares of Surviving Company Class B Common Stock
into shares of Surviving Company Class A Common Stock and transfers of
Surviving Company Class B Common Stock, although prohibited by the terms of
the
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Shareholders Agreement, will reduce, on a pro rata basis, the guaranteed
percentage vote to which the selling Affiliated Group is entitled by reason
of its ownership of its then remaining shares of Surviving Company Class B
Common Stock.
Liquidation Rights. Upon liquidation, dissolution or winding-up
of the Surviving Company, the holders of the Surviving Company Common Stock
are entitled to share ratably in all assets available for distribution,
after payment in full of creditors and payment in full to any holders of
preferred stock then outstanding of any amount required to be paid under
the terms of such preferred stock.
Mergers, Consolidations and Share Exchanges. Each holder of
Surviving Company Class A Common Stock is entitled to receive the same
amount and form of consideration per share as the per share consideration,
if any, received by any holder of Surviving Company Class B Common Stock in
a merger or consolidation of the Surviving Company or statutory share
exchange involving the Surviving Company Common Stock, provided that in any
such event, if shares of common stock are issued in the transaction,
holders of the Surviving Company ClassB Common Stock may be entitled to
receive shares with voting rights substantially equivalent to those
provided in the Amended Articles.
Other Provisions. Each share of Surviving Company Class B Common
Stock is convertible, at the option of its holder, into one share of
Surviving Company Class A Common Stock at any time. Each share of
Surviving Company Class B Common Stock will convert automatically and
without the requirement of any further action into one share of Surviving
Company ClassA Common Stock upon its sale or other transfer to a party
unaffiliated with the Affiliated Group of the transferor, and each share of
Surviving Company Class B Common Stock will convert automatically and
without the requirement of any further action into one share of Surviving
Company Class A Common Stock on the tenth anniversary of the Effective
Date. No class of Surviving Company Common Stock may be subdivided,
consolidated, reclassified or otherwise changed unless concurrently the
other class of Surviving Company Common Stock is subdivided, consolidated,
reclassified or otherwise changed in the same proportion and in the same
manner.
Preemptive Rights. Neither the Old Common Stock nor the
Surviving Company Class A Common Stock or the Surviving Company Class B
Common Stock have preemptive rights enabling a holder to subscribe for or
receive shares of any class of stock of the Surviving Company or any other
securities convertible into shares of any class of stock of the Surviving
Company.
Transferability; Trading Market. The Surviving Company Class A
Common Stock is freely transferable, and, subject to applicable securities
laws, shareholders of the Surviving Company generally are not restricted in
their ability to sell shares of Surviving Company Class A Common Stock.
The Surviving Company Class B Common Stock is not registered under the
Securities Act of 1933 (the "Securities Act"), as amended, and is subject
to restrictions on transferability under
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such Securities Act as well as pursuant to the Shareholders Agreement.
Description of Morton Business
Morton Metalcraft Holding Co. ("Morton"), headquartered in
Morton, Illinois, through its subsidiaries is a contract manufacturer and
supplier of high-quality fabricated sheet metal components and
subassemblies for construction, agricultural, and industrial equipment
manufacturers located primarily in the Midwestern and Southeastern United
States. Morton provides large original equipment manufacturers ("OEMs")
with a wide range of services including design, prototype fabrication,
precision tool making, and fabrication of component parts. Additional
services provided by Morton include welding, painting, subassembly,
packaging, warehousing, and just-in-time delivery to customers' production
lines. Morton attempts to distinguish itself from its competition by
combining a wide range of services with high-quality, state-of-the-art
sheet metal fabrication capabilities, and has developed close relationships
with customers such as Caterpillar Inc. ("Caterpillar") and Deere & Co.
("Deere").
Morton's products fall into seven categories of fabricated steel
products and other miscellaneous products.
- Sheet Metal Component Packages-includes panels, doors, hoods,
brackets, grills, supports and covers produced primarily for
construction and agricultural equipment. Component packages have
been a core business of Morton since its founding.
- Sheet Metal Enclosures and Boxes-includes generator set
enclosures, compressor enclosures and electrical and battery
boxes developed in response to customers' need for
environmentally sound enclosures that are aesthetically
attractive and cost competitive.
- Special Weldments-includes lift arms, seat modules, guards,
platforms and step assemblies. This business developed primarily
from concurrent design projects with two major customers.
- Fabricated Steel Tanks-includes fuel, hydraulic and water
reservoirs. Morton developed these products in response to
customers' needs for flexible designs that facilitate quick
response to changes in tank requirements.
- Prototype/Tooling-includes prototype, tooling and preproduction
steps in the manufacturing process. Morton's dedicated prototype
and tooling departments work with customers throughout
development efforts, allowing for a smooth introduction of new
products and subassemblies to the focus factories.
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- Store Fixtures-includes backframes, lights, and brackets used in
store displays. Morton's engineering department has worked
closely with customers in the development of displays.
- Feeder Housings-includes feeder housings and other harvester
components manufactured for agricultural equipment in Morton's
Peoria, Illinois facility.
Morton's primary sheet metal fabrication operations include
cutting, punching, bending, welding, painting, final assembly, packaging,
warehousing and just-in-time delivery. Morton also offers fully integrated
ancillary services, including design engineering, tool making and prototype
fabrication.
Morton's facilities are located in Illinois and North Carolina.
The Birchwood Street complex in Morton, Illinois houses receiving, tool
making, pre-production, first operations, general fabrication and enclosure
operations. All non-production personnel, including senior management,
purchasing, engineering, sales, production control and accounting are also
located at this facility. The Detroit Street plant, also located in
Morton, one mile from Birchwood Street, contains the production operations
for commodity products such as tanks, seat modules, backhoe lift arms and
heavy fabrication operations. Morton produces components for agricultural
equipment at its Peoria, Illinois facility, which opened in 1995. Morton's
Apex, North Carolina plant serves the operations of nearby customers;
Morton began production at this facility in July 1997.
It is expected that the business of the Surviving Company will be
substantially identical to the business of Morton immediately prior to the
Merger. Accordingly, the Surviving Company intends to continue using the
facilities and equipment acquired in the Merger in the manners previously
utilized.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Prior to the Merger, Morton had a fiscal year ending on June 30, and
its financial statements were audited by Clifton Gunderson L.L.C. of
Peoria, Illinois. Before the Merger, the Registrant had a fiscal year
ending December 31, and its financial statements were audited by Ernst &
Young LLP. The Registrant will retain its December 31 fiscal year end. The
financial statements of MLX contained in the Registrant's annual report on
Form 10-K for the year ended December 31, 1997, will be audited by Ernst &
Young LLP. The Registrant has not yet selected its independent accountants
for its fiscal year ending December 31, 1998.
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ITEM 5. OTHER EVENTS
Recapitalization Amendment
In connection with the Merger, on January 20, 1998 MLX amended
its Articles of Incorporation to: (i) provide for the reclassification of
the Existing Common Stock as MLX Class A Common Stock, (ii) establish a
class of 200,000 shares of MLX Class B Common Stock and (iii) establish the
rights of the MLX Class B Common Stock, which are described above in
Item 2.
Name Change
Pursuant to the Merger, the Articles of Incorporation of MLX were
amended to change the name of MLX to "Morton Industrial Group, Inc." The
principal executive offices of the Surviving Company are now located at
1021 West Birchwood Street, Morton, Illinois 61550. Its telephone number
at the address is (309) 266-7176.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired:
(i) Financial Statements (audited) of Morton Metalcraft Holding
Co. and Subsidiaries for the years ended June 30, 1997, 1996,
and 1995 (incorporated by reference to pages F-6 to F-19 to the
Definitive Proxy Statement on Schedule 14A filed by MLX Corp.
with the Securities Exchange Commission on January 6, 1998 (File
No. 0-13198)).
(ii) Financial Statements (unaudited) of Morton Metalcraft
Holding Co. and Subsidiaries for the three months ended
September 30, 1997 and 1996 (incorporated by reference to
pages F-2 to F-5 to the Definitive Proxy Statement on
Schedule 14A filed by MLX Corp. with the Securities Exchange
Commission on January 6, 1998 (File No. 0-13198)).
(b) Pro Forma Financial Information:
Pro Forma Condensed Combined Financial Information of the
Surviving Company incorporated by reference to pages 54-59 to the
Definitive Proxy Statement on Schedule 14A filed by MLX Corp.
with the Securities Exchange Commission on January 6, 1998 (File
No. 0-13198).
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(c) Exhibits:
The exhibits listed below relate to the merger between MLX Corp.
and Morton Metalcraft Holding Co., the reclassification of the
Old Common Stock of MLX as Class A Common Stock of MLX, and the
establishment of 200,000 shares of Class B Common Stock of MLX.
<TABLE>
<CAPTION>
Exhibit
Number(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
--------------- ----------------------
<S> <C>
2 Agreement and Plan of Merger between
MLX Corp. and Morton Metalcraft
Holding Co. dated October 20, 1997
(incorporated by reference to Appendix
A to the Definitive Proxy Statement on
Schedule 14A filed by MLX Corp. with
the Securities Exchange Commission on
January 6, 1998 (File No. 0-13198)).
3 Articles of Amendment of Articles of
Incorporation of MLX Corp.
99.1 Press Release Issued by MLX on
January 20, 1997.
99.2 Press Release Issued by Morton
Industrial Group on January 28, 1998.
</TABLE>
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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 thereunto duly authorized.
Date: February 4, 1998
Morton Industrial Group, Inc.
By: /s/ William D. Morton
------------------------------------
Name: William D. Morton
Title: Chairman, President,
and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
number Page Number in Rule
(Referenced 0-3(b) sequential
to Item 601 numbering system
of Regulation where Exhibits can
S-K) Description of Exhibit be found
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<S> <C> <C>
2 Agreement and Plan of Merger
between MLX Corp. and Morton
Metalcraft Holding Co. dated
October 20, 1997
(incorporated by reference
to Appendix A to the
Definitive Proxy Statement
on Schedule 14A filed by MLX
Corp. with the Securities
Exchange Commission on
January 6, 1998 (File No.
0-13198)).
3 Articles of Amendment of
Articles of Incorporation of
MLX Corp.
99.1 Press Release Issued by MLX
on January 20, 1998.
99.2 Press Release Issued by
Morton Industrial Group on
January 28, 1998
</TABLE>
<PAGE> 1
EXHIBIT 3
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
MLX CORP.
MLX CORP., a corporation organized and existing under the laws of
the State of Georgia (the "Corporation"), hereby certifies as follows:
1. The name of the corporation is MLX Corp. The Corporation
was incorporated on June 18, 1993.
2. Each of the amendments contained in these Articles of Amendment
was unanimously approved on October 16, 1997, by the Corporation's Board
of Directors and was approved by the Corporation's shareholders in
accordance with the provisions of Section 14-2-1003 of the Georgia
Business Corporation Code ("the Code") on January 19, 1998.
3. These Articles of Amendment shall become effective at 9:00 a.m.
Atlanta, Georgia time on January 20, 1998 (the "Effective Date"). On and
after the Effective Date, each issued and outstanding share of Common
Stock, par value $0.01 per share, shall automatically be converted into
one share of Class A Common Stock, par value $0.01 per share. Each
holder of record of shares of Common Stock shall be entitled upon
presentation and surrender to the Corporation of the certificate
representing such shares held by such holder prior to the Effective
Date to receive in exchange therefor a certificate representing the
same number of shares of Class A Common Stock. Notwithstanding that
the certificates evidencing any shares of Common Stock issued and
outstanding prior to the Effective Date shall not have been surrendered,
all such unsurrendered certificates shall represent one share of Class A
Common Stock per each share of Common Stock that they represented prior to
the Effective Date.
4. The Articles of Incorporation are hereby amended as follows:
(A) Article II of the Articles of Incorporation is hereby
deleted in its entirety, and the following is substituted in lieu
thereof:
2.1 CAPITALIZATION. (A) The Corporation shall have authority
to issue 20,200,000 shares of common stock, of which 20,000,000 shares
shall be Class A
<PAGE> 2
2
Common Stock, par value $0.01 per share (the "Class A Common Stock"), and
200,000 shares shall be Class B Common Stock, par value $0.01 per share
(the "Class B Common Stock", and together with the Class A Common Stock,
the "Common Stock"), and 2,000,000 shares of preferred stock no par
value per share (the "Preferred Stock"). Except as otherwise provided
herein, all shares of Common Stock shall be identical and shall entitle
the holders thereof to the same rights and preferences, all dividends
declared and all assets of the Corporation upon dissolution, subject
to the rights and preferences, if any, of the holders of the Preferred
Stock to such dividends and assets upon dissolution pursuant to
applicable law and the resolution or resolutions of the Board of
Directors providing for the issue of one or more series of Preferred
Stock.
(B) The Board of Directors is hereby expressly authorized
to issue, at any time and from time to time, shares of Preferred Stock
in one or more series. The number of shares within any such series shall
be designated by the Board of Directors in one or more resolutions,
and the shares of each series so designated shall, except as set forth
below, have such preferences with respect to the Common Stock and
other series of Preferred Stock, and such other rights, qualifications,
restrictions or limitations with respect to voting, dividends,
conversion, exchange, redemption and any other matters, as may be set
forth in one or more resolutions adopted by the Board of Directors. If
and to the extent required by law, Articles of Amendment setting forth
any such designations, preferences, rights, qualifications, restrictions
or limitations shall be filed with the Georgia Secretary of State prior
to the issuance of any shares of such series. All shares of Preferred
Stock shall be identical, except the Board of Directors may, with respect
to the establishment of each series of Preferred Stock, vary the
following matters between series:
(i) the distinctive designation of that series and the number of
shares constituting that series, which number may be increased (except
where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares of such
series then outstanding) from time to time;
(ii) the dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payments of
dividends on shares of that series;
(iii) whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms
of such voting rights; provided, however, that no share of Preferred Stock
may have more than one vote;
(iv) whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion, including
provisions for adjustment of the conversion rate in such events as
the Board of Directors shall determine;
<PAGE> 3
3
(v) whether the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be redeemable,
and the amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates;
(vi) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund; and
(vii) the rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation, and the relative rights of priority, if any, of
payment of shares of that series.
(C) The Board of Directors shall not create a sinking fund for the
redemption or purchase of shares of any series of Preferred Stock unless
provision for a sinking fund at least as beneficial to all issued and
outstanding shares of Preferred Stock shall either then exist or be created
at the same time.
2.2 VOTING RIGHTS. (A) Except as otherwise provided in this
SECTION 2.2 or in SECTION 11.2 or as otherwise required by law, the
holders of Class A Common Stock shall be entitled to one vote per share
on all matters permitted or required to be voted on by the
Corporation's shareholders, and the holders of Class B Common Stock shall
be entitled to such number of votes per share on all matters permitted or
required to be voted on by the Corporation's shareholders as provided
in SECTION 2.2(B), as adjusted pursuant to SECTION 2.2(C). Except as
otherwise required by law, the Class A Common Stock and the Class B
Common Stock shall vote as a single class on all matters presented for a
vote of the shareholders of the Corporation. The Class A Common Stock
and Class B Common Stock shall not have cumulative voting rights
(whether voting as separate voting groups or as a single voting group).
The holders of the Preferred Stock shall have voting rights only to the
extent, if any, provided by the Board of Directors pursuant to
SECTION 2.1(B) or as otherwise required by law.
(B) At all times prior to the Final Class B Date (as defined in
SECTION 2.2(E)), the number of votes per share of Class B Common Stock
at any particular meeting of the Corporation's shareholders shall be
determined by the Board of Directors as of the record date for such
meeting, and, subject to adjustment as provided in SECTION 2.2(C), at each
such meeting the Class B Common Stock will be entitled to a number of
votes per share sufficient to permit each Affiliated Group (as defined
below) to cast 24 percent of the votes eligible to be cast at such
meeting when the shares of Class B Common Stock owned by such
Affiliated Group as of such record date are aggregated with the number of
Designated Shares (as defined below) owned by such Affiliated Group
as of such record date.
(C) If any member of an Affiliated Group transfers any shares of
Class B
<PAGE> 4
4
Common Stock to any Person in a transaction which causes such shares
of Class B Common Stock to convert to Class A Common Stock, then on
each subsequent occasion that the number for such Affiliated Group of
votes per share of Class B Common Stock is determined pursuant to
SECTION 2.2(B), the calculation shall be made by substituting for 24
percent the product of (i) 24 percent, multiplied by (ii) a fraction the
numerator of which is the total number of shares of Class B Common Stock
owned by such Affiliated Group on such record date, and the denominator
of which is the total number of shares of Class B Common Stock owned
by such Affiliated Group on the Effective Date. The denominator
shall be adjusted proportionately to account for any stock splits,
stock dividends or combinations between the Effective Date and the date
of such calculation.
(D) In order to determine the number of votes attributable
to the shares of Class B Common Stock with respect to any matter to be
voted on by the shareholders of the Corporation, the Corporation will,
at least ten days prior to the record date for such meeting, solicit from
each Affiliated Group a certificate stating the number of shares of
Class A Common Stock and Class B Common Stock owned by such group, and
the Board of Directors will establish as of such record date, in
accordance with such certificates, the number of votes per share to be
allocated to the Class B Common Stock held by each Affiliated Group. If
a requested certificate is not received by the Corporation from an
Affiliated Group prior to the record date established by the Board of
Directors, the votes of each share of Class B Common Stock owned by
such group will be determined based on the records of the Corporation,
provided that if such Affiliated Group which fails to deliver a
certificate includes an officer of the Corporation, then each share of
Class B Common Stock owned by such group will be deemed to have
approximately one vote per share at the shareholders' meeting to which
such record date relates.
(E) If all issued and outstanding shares of the Class B Common
Stock are converted into shares of the Class A Common Stock in
accordance with the provisions of SECTION 2.3 or otherwise cease
to be outstanding (the effective date of the conversion, retirement or
other event resulting in the last share of Class B Common Stock ceasing to
be outstanding shall be referred to herein as the "Final Class B Date"),
such that there shall not be any issued and outstanding shares of Class
B Common Stock, then with respect to each matter submitted to a
vote of the Corporation's shareholders after the Final Class B Date, the
holders of the Class A Common Stock voting as a class shall be entitled to
determine such matter, with each issued and outstanding share of Class A
Common Stock entitled to one vote.
(F) For purposes of this Article II, the following terms shall
have the meanings specified with respect thereto below:
<PAGE> 5
5
"Affiliated Group" means, separately, (i) the group
consisting of Quilvest American Equity, Terbem Limited, TCRI Offshore
Partners CV, Bobst Investment Corp., TCR International Partners, LP and
their successors in interest and (ii) the group consisting of
William Morton and any entity which is wholly owned by William Morton
and/or members of his immediate family.
"Designated Shares" means the number of shares of Class A
Common Stock owned by an Affiliated Group as of an applicable record
date; provided any such shares of Class A Common Stock in excess of the
Designated Share Number for such Affiliated Group as of such record date
shall not be deemed Designated Shares for purposes of determining the
votes attributable to the Class B Common Stock as of such record date.
"Designated Share Number" means, for an Affiliated Group as of
an applicable record date, 888,000 reduced (but not below zero) by the
excess, if any, of (i) the largest number of Long Term Held Shares owned
by such Affiliated Group at any time from and after the Effective Time to
and including such record date, over (ii) the number of shares of Class A
Common Stock owned by such Affiliated Group as of such record date.
"Long Term Held Shares" mean shares of Class A Common Stock
owned by an Affiliated Group for more than two years (taking into account
for this purpose the time of ownership of stock which was exchanged
in one or more tax-free reorganizations of Class A Common Stock). All
the shares of Class A Common Stock owned by, or issued to, each Affiliated
Group at the time of the initial issuance of shares of Class B Common
Stock to such Affiliated Group are Long Term Held Shares.
"owned" means record ownership by, or ownership by a nominee on
the sole behalf of, a member of an Affiliated Group.
For purposes of all of the preceding definitions, all the
numbers (including the number 888,000 in the definition of
Designated Share Number) shall be adjusted proportionately for any
stock splits, stock dividends or combinations between the Effective
Date and the applicable record date.
2.3 CONVERSION. (A) The Class A Common Stock shall not be
convertible into shares of Class B Common Stock or any other securities
of the Corporation.
(B) Each share of Class B Common Stock shall be convertible, at the
option of its holder, into one (1) fully paid and non-assessable share of
Class A Common Stock.
(C) Each share of Class B Common Stock shall convert automatically
and without further action into one (1) fully paid and non-assessable
share of Class A Common Stock upon the earlier of (i) the transfer of
such share, whether by sale,
<PAGE> 6
6
assignment, gift, bequest, appointment, operation of law or otherwise,
except in the case of a transfer of Class B Common Stock to another
member of the holder's Affiliated Group, or (ii) ten years after the
Effective Date. Upon any transfer to another member of the Affiliated
Group, such transferee shall notify the Corporation and provide the
Corporation with such information as the Corporation may reasonably
request to enable it to determine whether the transferee is a member
of the Affiliated Group. In the event of any dispute as to the status
of the transferee, a majority of the entire Board of Directors shall,
in good faith, decide such status and such decision shall be final.
(D) The conversion rights, if any, of shares of the Preferred
Stock shall be as provided by the Board of Directors pursuant to
SECTION 2.1(B).
(E) The Corporation shall at all times reserve and keep
available, solely for the purpose of issuance upon conversion, such
number of shares of Class A Common Stock (or other securities) as may be
issuable upon the conversion of all outstanding shares of Class B
Common Stock and Preferred Stock, if applicable.
2.4 CONVERSION PROCEDURE. (A) (i) Each voluntary conversion of
shares of Class B Common Stock or Preferred Stock, if applicable, into
shares of Class A Common Stock pursuant to SECTION 2.3(B), shall be
effected by the surrender of the certificate or certificates
representing the shares to be converted, duly endorsed in blank or
accompanied by proper instruments of transfer, at the principal
office of the Corporation or, at the Corporation's election, at the
office of the Corporation's designated transfer agent at any time
during normal business hours, together with a written notice by the holder
thereof stating that such holder desires to convert such shares, or a
stated number of shares, represented by such certificate or
certificates into Class A Common Stock.
(ii) Such conversion shall be deemed to have been effected on
the date on which such certificate or certificates have been
surrendered and such notice has been received, and at such time the
rights of the holder of the converted Class B Common Stock or
Preferred Stock, if applicable, as such holder shall cease and the
person or persons in whose name or names the certificate or
certificates for shares of Class A Common Stock are to be issued upon
such conversion shall be deemed to have become the holder or holders of
record of the shares of Class A Common Stock represented thereby.
Promptly after such surrender and the receipt of such written
notice, the Corporation will issue and deliver in accordance with the
surrendering holder's instructions (a) the certificate or certificates
for the Class A Common Stock issuable upon such conversion and (b) a
certificate representing any Class B Common Stock or Preferred Stock, if
applicable, which was represented by the certificate or certificates
delivered to the Corporation in connection with such conversion, but
which was not converted.
<PAGE> 7
7
(B) (i) Promptly upon the occurrence of an event causing the
automatic conversion of shares of Class B Common Stock into shares of
Class A Common Stock pursuant to SECTION 2.3(C), the holder of such
shares shall surrender the certificate or certificates therefor, duly
endorsed in blank or accompanied by proper instruments of transfer, at
the office of the Corporation, or of any transfer agent for the Class A
Common Stock, and shall give written notice to the Corporation, at such
office: (a) stating that the shares are being converted pursuant to
SECTION 2.3(C), (b) specifying the event giving rise to such
conversion, (c) identifying the number of shares of Class B Common
Stock being converted, and (d) setting out the name or names (with
addresses) and denominations in which the certificate or certificates
for shares of Class A Common Stock shall be issued and shall include
instructions for delivery thereof. Delivery of such notice together
with the certificates representing the shares of Class B Common
Stock shall obligate the Corporation to issue such shares of Class A
Common Stock, subject to SECTION 2.3(C). Thereupon, the Corporation or
its transfer agent shall promptly issue and deliver at such stated
address to such holder or to the transferee of such shares of Class
B Common Stock a certificate or certificates for the number of
shares of Class A Common Stock to which such holder or transferee is
entitled, registered in the name of such holder, the designee of
such holder or transferee as specified in such notice.
(ii) To the extent permitted by law, conversion pursuant to an
event giving rise to automatic conversion of shares of Class B Common
Stock pursuant to SECTION 2.3(C) shall be deemed to have been effected
as of the date on which such event occurred (such time being referred
to herein as the A Conversion Time). The Person (as defined below)
entitled to receive the shares of Class A Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder
of such shares of Class A Common Stock at and as of the Conversion Time,
and the right of such Person as the holder of shares of Class B Common
Stock shall cease and terminate as of the Conversion Time, in each case
without regard to any failure by the holder to deliver the certificates
or the notice required by SECTION 2.4(B)(i). For purposes of
these Articles of Incorporation, the term A Person shall mean any
individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated
association or government or any agency or political subdivision
thereof.
(C) The issuance of certificates for shares of Class A Common Stock
upon voluntary or automatic conversion pursuant to SECTION 2.3 shall be
made without charge to the holders of such shares for any issuance tax
in respect thereof or other cost incurred by the Corporation in connection
with such conversion and the related issuance of Class A Common Stock.
(D) The Corporation shall not close its books against the transfer
of Class B Common Stock or Preferred Stock, if applicable, or of Class A
Common Stock issued or issuable upon conversion of Class B Common Stock
in any manner which would interfere with the timely conversion thereof.
<PAGE> 8
8
2.5 DIVIDENDS; DISTRIBUTIONS. (A) Holders of the Common Stock
shall be entitled to share ratably as a single class (i.e., an equal
amount of cash or property for each share of Common Stock) in all
dividends and other distributions of cash, property or shares of
capital stock of the Corporation (other than stock dividends of Common
Stock), other securities of the Corporation or any other Person or any
other right or property as may be declared thereon by the Board of
Directors from time to time out of assets or funds of the
Corporation legally available therefor.
(B) Dividends or other distributions payable in capital
stock of the Corporation, including distributions pursuant to stock
splits or divisions of capital stock of the Corporation, may be paid in
shares of Common Stock, but shares of Class A Common Stock may be paid
only to holders of Class A Common Stock, and shares of Class B Common
Stock may be paid only to holders of Class B Common Stock, and the same
number of such shares shall be paid in respect of each outstanding share of
Common Stock.
(C) If the Corporation in any manner subdivides, combines or
reclassifies the outstanding shares of one class of Common Stock, the
outstanding shares of the other class of Common Stock shall be
proportionately subdivided, combined or reclassified so that the
number of shares of each of the classes of Common Stock outstanding
immediately following such subdivision, combination or reclassification
shall bear the same relationship to the number of shares of such classes
outstanding immediately prior to such combination, subdivision or
reclassification.
2.6 CONSIDERATION ON MERGER, CONSOLIDATION, ETC. In any merger,
consolidation or business combination, the consideration to be
received per share by the holders of Class A Common Stock and Class B
Common Stock must be identical for each class of stock, except that in
any such transaction in which shares of common stock are to be
distributed, such shares may differ as to voting rights to the extent
that voting rights now differ among the Class A Common Stock and the
Class B Common Stock.
2.7 LIQUIDATION; DISSOLUTION. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether
voluntary or involuntary, after payment or provision for payment of the
debts and other liabilities of the Corporation, and the payment of any
liquidation preference with respect to any other class of capital stock of
the Corporation which has a liquidation preference over the Common
Stock,the remaining assets and funds of the Corporation shall be divided
among and paid ratably to the holders of Common Stock as a single class
(i.e., an equal amount of assets for each share of Common Stock).
B. A new Article XI, as set forth below in full, shall be
added immediately following Article X of the Corporation's Articles
of Incorporation:
<PAGE> 9
9
XI
11.1 RIGHT TO AMEND ARTICLES OF INCORPORATION. Except as
provided in Section 11.2, the Corporation reserves the right to amend,
alter, change or repeal any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by the Code,
and all rights conferred upon the shareholders herein are granted
subject to this reservation.
11.2 CLASS A AND CLASS B VOTING POWER. Neither the Articles
of Incorporation nor the Bylaws of the Corporation shall hereafter
be amended to change, modify or limit the voting provisions with respect
to Class A Common Stock or Class B Common Stock in any manner that
would adversely affect thevoting rights of the holders of Class A Common
Stock or Class B Common Stock set forth in SECTION 2.2, without
the consent of a majority of the holders of the potentially affected
class of Common Stock voting as a single voting group with each
such share entitled to one vote; provided, however,that upon the
occurrence of the Final Class B Date, these provisions shall be deemed to
be automatically eliminated.
11.3 RIGHT TO AMEND BYLAWS. Except as otherwise provided in
Section 11.2, the Bylaws of the Corporation may be adopted, amended or
repealed in the manner now or hereafter prescribed by the Code.
IN WITNESS WHEREOF, the Corporation has caused these Amended and
Restated Articles of Incorporation to be executed as of this 19th day
of January, 1998.
MLX CORPORATION
By:/s/ Thomas C. Waggoner
----------------------
Name: Thomas C. Waggoner
Title: Chief Executive Officer
<PAGE> 1
EXHIBIT 99.1
MLX CORP. COMPLETES MERGER WITH MORTON METALCRAFT HOLDINGS;
COMBINED COMPANY KNOWN AS MORTON INDUSTRIAL GROUP, INC.
NORCROSS, GA and MORTON, IL - JANUARY 21, 1998 - MLX Corp. (OTC
Electronic Bulletin Board: "MLXR") today announced that its merger with
Morton Metalcraft Holding Co. ("Morton Metalcraft") of Morton, Illinois was
approved at a special meeting of MLX shareholders. The combined company
will be known as Morton Industrial Group, Inc. ("Morton" or the "Company").
The Company has applied for the listing of its common stock on the Nasdaq
SmallCap Market.
William D. Morton, Chairman, President and Chief Executive Officer of
Morton Industrial Group, Inc., stated: "With the merger of Morton
Metalcraft and MLX Corp., the building blocks to support the successful
execution of our long term growth strategy are in place. We desire to be the
best contract manufacturer serving the industrial equipment
marketplace. During 1998 and beyond, we anticipate gaining additional
market share from our customers and will be positioned for external
growth from synergistic acquisitions.
Alfred R. Glancy III, Chairman of the Board of Directors of MLX Corp.,
commented: "Since the sale of its last business in June, 1995, MLX has been
seeking an appropriate acquisition that would use its attractive line-up
of strategic assets; its federal tax loss carryforward, its cash resources
and its public listing. By combining the liquid financial resources of
MLX, Inc. with the management objectives of Morton Metalcraft Holding
Co., we believe that the new corporation, Morton Industrial Group, is
now positioned to attain greater capacity, specialized skills, critical
mass and access to new markets which should result in significant long-term
value to our shareholders."
The merger transaction involved a combination of the payment of cash and the
issuance of two classes of common stock to Morton's shareholders. With
the completion of the transaction, Mr. William D. Morton now owns a
controlling interest in the combined company and he and the Morton
management group are continuing in their current executive positions.
Morton Metalcraft is a supplier of high-quality fabricated sheet metal
components and subassemblies for the off-highway construction,
agricultural and industrial equipment markets with annual revenues of
approximately $80 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 Metalcraft's sales have grown at
an average annual compounded rate of approximately 25 percent.
MLX Corp. based in Norcross, Georgia, is a holding company with no
current operating businesses, total assets of approximately $38 million,
available cash exceeding $36 million and federal tax loss carry-forwards
of approximately $135 million, after December 31, 1997, which expire
unevenly through the year 2007.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
of 1995: The statements in this release that relate to future plans,
expectations, events, performance and the like are forward-looking
statements, within the meaning of the Private Securities Litigation
Reform Act of 1995 and the Securities Exchange Act of 1934. Actual
results or events could differ materially from those described in the
forward-looking statements due to a variety of factors, including those set
forth in the Company's reports on Forms 10-K and 10-Q filed with the
Securities and Exchange Commission.
<PAGE> 1
EXHIBIT 99.2
MORTON INDUSTRIAL GROUP, INC. CHANGES STOCK SYMBOL
TO MGRP FROM MLXR
MORTON, IL - JANUARY 28, 1998 - Morton Industrial Group, Inc. today
announced that its common stock will begin trading under the new symbol MGRP
on the OTC Electronic Bulletin Board effective immediately. The common
stock formerly traded under the symbol MLXR.
Morton Industrial Group, Inc. ("Morton" or the "Company") is a supplier of
high-quality fabricated sheet metal components and subassemblies for the
off-highway construction, agricultural and industrial equipment markets
with annual revenues of approximately $80 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.
