<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 30, 1996
MORTON INTERNATIONAL, INC.
------------------------------------------------------
(Exact name or registrant as specified in its charter)
Indiana 1-10270 36-3640053
- ---------------- ------------------------ -------------
(State of other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
100 North Riverside Plaza, Chicago, Illinois 60606-1596
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 807-2421
<PAGE>
<PAGE>
Item 5. Other Events
-------------
On September 30, 1996, the following information was communicated to the
public news media:
AUTOLIV AND MORTON INTERNATIONAL'S AIRBAG GROUP PLAN TO MERGE
STOCKHOLM and CHICAGO (September 30, 1996) -- Autoliv AB (Stockholm Stock
Exchange - ALIV) and Morton International, Inc. (NYSE - MII) have signed a
letter of intent to create a new automotive safety company by combining
Morton International's Automotive Safety Products business (ASP) with
Autoliv. The combined operations would become the largest airbag and car
occupant restraint company in the world with more than U.S. $3 billion in
sales, 15,000 employees and extensive operations in the U.S., Europe and Japan.
"The planned merger will be a perfect match with our strategy aimed at
strengthening Autoliv's position in the U.S. and Japan, where ASP is already
well established," said Mr. Paul Charlety, President and Chief Executive
Officer of Autoliv, Europe's leading seat belt and airbag producer. Mr.
Charlety continued: "ASP's airbag technologies will fit very well into our own
total safety system product program, making the merged company the most
complete partner in car occupant safety for the world's automotive industry."
Mr. S. Jay Stewart, Chairman and Chief Executive Officer of Morton
International, stated, "This transaction will realize our strategic goal of
creating a full systems automotive safety company, including airbags, sensors,
steering wheels and seat belts. It will have excellent market positions on a
worldwide basis for most of its product categories." Mr. Stewart added, "The
companies anticipate that substantial synergies will be achieved over the next
several years as a result of this combination which will benefit their
customers and shareholders."
The business combination will result in the formation of a holding company to
be named Autoliv Inc. which will be incorporated in the United States. The
executive headquarters of Autoliv Inc. is expected to be located in either
Amsterdam or London, with regional headquarters in Stockholm and Utah.
<PAGE>
<PAGE>
The transaction is intended to be a merger of equals, in which Autoliv AB's
shareholders will exchange their Autoliv shares for 53.5% of the equity of
Autoliv Inc. and Morton International's shareholders will exchange their
interest in ASP for 46.5% of Autoliv Inc. It is expected that the Autoliv
Inc. shares will be listed on the New York Stock Exchange and, in the form of
Swedish depositary receipts, on the Stockholm Stock Exchange. The merger will
be treated as a purchase for accounting purposes.
The Board of Directors of Autoliv Inc. will initially consist of an equal
number of designees of Autoliv and Morton International. Mr. Gunnar Bark, who
was Chief Executive Officer of Autoliv AB until August 1996, will become
Chairman of the Board of Autoliv Inc. Mr. S. Jay Stewart will be a director
of Autoliv Inc. Mr. Fred Musone, President of ASP, will become the senior
executive officer of Autoliv Inc. in the position as Chief Executive Officer
and a director. Mr. Paul Charlety will become President and Chief Operating
Officer and a director of Autoliv Inc.
Immediately prior to the transaction, Morton International will contribute its
Specialty Chemicals and Salt businesses, together with US$ 750 million of cash
funded by new indebtedness which will remain the obligation of ASP (which will
become a subsidiary of Autoliv Inc.), to a new company, which will assume the
Morton International name. Shares of New Morton International will be
distributed to Morton International's shareholders on a pro rata basis at the
effective date of the transactions. The distribution of New Morton
International shares and the exchange of Autoliv Inc. shares for Morton
International shares are expected to be tax-free transactions for U.S. federal
income tax purposes. Mr Stewart indicated that the US$ 750 million of cash is
expected to be used by New Morton International for repurchases of New Morton
International shares and acquisitions following consummation of the
transactions.
The execution of the definitive agreement, which the parties expect to enter
into within six weeks, is subject to satisfactory completion of the parties'
due diligence investigations, negotiation of a definitive agreement and
approvals by the Board of Directors of each company. Consummation of the
transactions will be subject to, among other things, approval by Morton
International stockholders, acceptance by holders of at least 90% of Autoliv's
outstanding shares of an exchange offer for Autoliv Inc. shares, receipt by
Morton International of a ruling from the U.S. Internal Revenue Service
regarding certain tax aspects of the transactions, and certain regulatory
approvals. There can be no assurance that a definitive agreement will be
reached or that the business combination will be consummated.
Morton International is a Chicago-based manufacturer and marketer of specialty
chemicals, automotive inflatable restraint systems and salt.
Autoliv, with headquarters in Sweden, is one of the world's leading companies
for airbags, seat belts and related equipment for personal safety in
automobiles.
<PAGE>
<PAGE>
SIGNATURE
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 INTERNATIONAL, INC.
(Registrant)
Dated: October 2, 1996 By: /s/ P. M. Phelps
----------------------------
P. Michael Phelps
Vice President and Secretary
<PAGE>
