<PAGE>
<PAGE>
_______________________________________________________________________________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Transition period from_____________ to _______________
Commission file number 1-10270
MORTON INTERNATIONAL, INC.
<TABLE>
<S> <C>
Incorporated in the State of Indiana IRS Employer Identification
No. 36-3640053
</TABLE>
Principal Executive Offices:
100 North Riverside Plaza, Chicago, Illinois 60606-1596
Telephone Number: (312) 807-2000
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Name of Each Exchange
Title of Each Class on Which Registered
---------------------------- -----------------------
<S> <C>
Common Stock, par value New York Stock Exchange
$1.00 per share Midwest Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Midwest Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of registrant's voting stock held by non-
affiliates, based upon the closing price of said stock on the New York Stock
Exchange-Composite Transaction Listing on August 31, 1993 ($85.75 per share):
$4,169,407,158.
Number of shares of Common Stock outstanding as of August 31, 1993:
48,865,904
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Shareholders for the fiscal year ended
June 30, 1993: Parts II and IV.
2. Portions of definitive Proxy Statement dated September 16, 1993:
Parts III and IV.
_______________________________________________________________________________
_______________________________________________________________________________
<PAGE>
<PAGE>
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(as amended on June 27, 1994, to include Exhibit (99))
(a) DOCUMENTS FILED AS PART OF THIS REPORT
1. FINANCIAL STATEMENTS
The following consolidated financial statements of the Company and its
subsidiaries, included on pages 19-30 of the Company's Annual Report to
Shareholders for the fiscal year ended June 30, 1993, are incorporated herein
by reference:
Consolidated Statements of Income--Years ended June 30, 1993, 1992 and
1991
Consolidated Balance Sheets--June 30, 1993 and 1992
Consolidated Statements of Cash Flows--Years ended June 30, 1993, 1992
and 1991
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following consolidated financial information for the fiscal years 1993,
1992 and 1991 is submitted herewith:
<TABLE>
<CAPTION> PAGE
--------
<S> <C> <C>
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . F-1
Schedule V --Property, Plant and Equipment. . . . . . . . . . F-2
Schedule VI --Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment. . F-4
Schedule VIII --Valuation and Qualifying Accounts. . . . . . . . F-5
Schedule IX --Short-Term Borrowings. . . . . . . . . . . . . . F-6
Schedule X --Supplementary Income Statement Information . . . F-7
</TABLE>
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
3. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
- - - - - ------- ----------------------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C>
(3) Articles of incorporation and by-laws
(a) Restated Articles of Incorporation of the Company. Incorporated by reference to Exhibit 3.2 to
Registration Statement No. 33-28803
(b) By-laws of the Company amended through January 24, Incorporated by reference to Exhibit (3)(b) to the
1991. Company's Report on Form 10-K for fiscal 1991
(4) Instruments defining the rights of security holders,
including indentures
(a) Amendment dated January 24, 1991, to Rights Incorporated by reference to Exhibit (4)(a) to the
Agreement dated June 12, 1989 between the Company Company's Report on Form 10-K for fiscal 1991
and The First National Bank of Chicago.
(b) See Exhibits (3)(a) and (3)(b) above
(10) Material contracts
(a) * Key Executive Long-Term Incentive Plan effective Filed herewith electronically
for fiscal 1994.
(b) * Key Executive Annual Bonus Plan (Plan 1) effective Filed herewith electronically
for fiscal 1994.
(c) Staff Executive Annual Bonus Plan (Plan 2) Filed herewith electronically
effective for fiscal 1994.
</TABLE>
12
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description Method of Filing
- - - - - ------- ----------------------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C>
(d) * 1989 Stock Awards Plan, as amended effective June Incorporated by reference to Exhibit (10)(d) to the
24, 1992. Company's Report on Form 10-K for fiscal 1992
(e) * Morton Thiokol, Inc. Survivor Income Benefits Plan, Incorporated by reference to Exhibit 10.14 to
amended through March 24, 1983, assumed by the Registration Statement No. 33-28803
Company.
(f) * Morton International, Inc. Executive Post- Incorporated by reference to Exhibit (10)(f) to the
Retirement Life Insurance Plan. Company's Report on Form 10-K for fiscal 1992
(g) * Arrangements whereby the Company compensates its N/A
independent auditors for tax services to certain
key executives, concerning which arrangements
there is no written document.
(h) ** Form of Employment Agreement between the Company Incorporated by reference to Exhibit (10)(g) to the
and certain of its executive officers (including Company's Report on Form 10-K for fiscal 1990
the five most highly compensated, except C. S.
Locke).
(i) ** Sixth Amendment to Executive Employment Contract Incorporated by reference to Exhibit (10)(h) to the
between the Company and C. S. Locke (constituting Company's Report on Form 10-K for fiscal 1990
a restatement of the entire contract).
(j) Seventh Amendment dated January 24, 1991, to Incorporated by reference to Exhibit (10)(i) to the
Executive Employment Agreement between the Company Company's Report on Form 10-K for fiscal 1991
and C. S. Locke.
(k) Eighth Amendment dated August 26, 1993, to Filed herewith electronically
Executive Employment Agreement between the Company
and C. S. Locke.
(l) * Supplemental Executive Retirement Program. Incorporated by reference to Exhibits 10.15 and
10.16 to Registration Statement No. 33-28803
(11) Statement re computation of per share earnings
(a) Statement re computation of per share earnings of Filed herewith electronically
the Company and subsidiaries, for the three years
ended June 30, 1993, 1992 and 1991.
(13) Annual report to security holders
(a) Annual Report to Shareholders of the Company for Filed herewith electronically
fiscal 1993 (financial information only: pages
19-37).
(22) Subsidiaries of the registrant
(a) Subsidiaries of the Company. Filed herewith electronically
(99) Additional Exhibits: Audited financial statements as of
December 31, 1993 and 1992, and
consents of independent auditors:
(a) Morton International, Inc. Employee Savings & P
Investment Plan
(b) Morton International, Inc. Bargaining Unit Savings P
& Investment Plan
(c) Morton International, Inc. Retirement Savings Plan P
<FN>
___________________________
* All of the Company's five most highly compensated executive officers
currently participate in the compensation plans identified in Exhibits
10(a), (b), (d), (e), (f), (g) and (l), except that S. J. Stewart, K.D.
Holmgren and J.R. Stanley do not participate in Exhibit 10(l). These plans
and, where applicable, the foregoing individuals' current benefits under
each (except Exhibit 10(g)) are described in the section captioned
"Executive Compensation" beginning on page 7 of the Company's definitive
Proxy Statement dated September 16, 1993, which descriptions are
incorporated herein by reference.
** Descriptions of this employment agreement and employment contract are set
forth on pages 9-10 of the Company's definitive Proxy Statement dated
September 16, 1993, which descriptions are incorporated herein by
reference.
</TABLE>
(b) REPORTS ON FORM 8-K
Not applicable
13
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
MORTON INTERNATIONAL, INC.
By: /s/ P. M. Phelps
----------------------------
P. M. Phelps
Vice President and Secretary
Dated: June 27, 1994
<PAGE>
