<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: November 25, 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 November 25, 1996, the following information was communicated to
the public news media:
AGREEMENT SIGNED TO COMBINE AUTOLIV AND MORTON INTERNATIONAL'S AUTOMOTIVE
SAFETY PRODUCTS GROUP
STOCKHOLM and CHICAGO (November 25, 1996) -- The Boards of Directors of
Autoliv AB (Stockholm Stock Exchange - ALIV) and Morton International, Inc.
(NYSE - MII) have approved a definitive agreement, subject to shareholder
acceptance and regulatory approvals, to combine Morton International's
Automotive Safety Products operations (ASP) with Autoliv, creating the largest
automobile occupant restraint company in the world.
The new company, Autoliv, Inc., will be positioned to take advantage of global
growth opportunities offered to Tier I suppliers in the automotive industry.
Autoliv, Inc. will have global sales of more than US$ 3 billion, 15,000
employees and extensive operations in the United States, Europe and Asia. The
combination will join complementary strengths in several areas, including
geographic and customer coverage, and the development and application of new
technology.
Former Autoliv AB President and Chief Executive Officer Mr. Gunnar Bark, who
will become Chairman of Autoliv, Inc., said, "I am glad that we have taken a
further important step towards combining these two first class and very
complementary business entities." Mr. Bark continued, "Synergies are expected
to materialize in several areas, including sales, purchasing, production and
RD&E (Research, Development and Engineering), and in the form of reduced
capital expenditures." The effect of the combination on both earnings and
cash flow per share for ASP and Autoliv AB is expected to be positive when the
full impact of anticipated synergies materializes.
ASP President Mr. Fred Musone, who will become Chief Executive Officer of
Autoliv, Inc., stated, "Based on discussions between both companies and with
our customers, I believe the growth potential of Autoliv, Inc. is greater than
for ASP or Autoliv AB alone. Autoliv, Inc. will expand on ASP's and Autoliv
AB's excellent product positions worldwide, leveraging each other's RD&E
efforts and delivering integrated safety systems to automotive customers as a
Tier I supplier."
<PAGE>
<PAGE>
"The combination of the two companies will create a group with the most
extensive range of key components needed for total safety systems, where seat
belts, pretensioners, various airbags and other products are combined and
controlled by advanced electronic systems," said Autoliv AB President and
Chief Executive Officer Mr. Paul Charlety, who will become President and Chief
Operating Officer of Autoliv, Inc. Mr. Charlety continued, "This capability
will, together with the two companies complementing each other in world
markets, create a potential for increasing shareholder value as well as
incremental value for our customers."
Autoliv AB, with its strong position in Europe and significant presence in
Southeast Asia, has evolved from primarily a local seat belt manufacturer to a
worldwide automotive safety company offering a complete range of occupant
restraint products comprising seat belts and seat belt pretensioners, frontal
airbags and thorax and head side impact airbags and rear protection devices in
addition to systems controls. ASP, with its strong position in the United
States and Japan, has achieved substantial worldwide sales of airbag inflators
and modules for frontal protection, as well as side impact inflators and
modules for head and thorax protection.
The transaction is a merger of equals in which Autoliv's shareholders will be
offered to exchange their Autoliv AB shares on a one-for-one basis for an
aggregate of 53.5% of the equity of Autoliv, Inc., or 55,000,000 Autoliv, Inc.
shares (the Exchange Offer), and upon approval of the merger, Morton
International's shareholders will exchange their interest in ASP for 46.5% of
Autoliv, Inc., or approximately 47,803,738 Autoliv, Inc. shares (the Merger).
The business combination (the Combination) will result in the formation of a
new holding company, Autoliv, Inc.
Immediately prior to the Combination, Morton will contribute all of its
operations not directly related to ASP, together with US$750 million of cash,
funded by new indebtedness, which will remain the obligation of ASP, to a new
company which will assume the Morton International, Inc. name. Shares in the
new Morton International will be distributed to Morton's shareholders on a
share-for-share basis at the effective date of the transaction (the
Distribution). The old Morton, then owning the operations of ASP, will become
a wholly owned subsidiary of Autoliv, Inc. in the Merger. The distribution of
shares in the new Morton International and the exchange of Autoliv, Inc.
shares for Morton shares are expected to be tax-free transactions for U.S.
federal
<PAGE>
<PAGE>
income tax purposes. For Swedish income tax purposes, none of Autoliv, Inc.,
Autoliv AB or the Autoliv shareholders, with certain exceptions, are expected
to recognize taxable income or gain as a result of the Exchange Offer.
Morton Chairman and Chief Executive Officer Mr. S. Jay Stewart, who will
remain as chairman and chief executive officer of the new Morton
International, indicated that he anticipates the US$750 million of cash will
be used by the new company for repurchases of its shares and/or acquisitions
following consummation of the transactions. Mr. Stewart commented, "These
transactions will allow Morton to focus exclusively on its chemicals and salt
operations, where our existing management team has already targeted
significant growth opportunities and enhanced operational advantages."
The executive headquarters of Autoliv, Inc. will be located in either London
or Amsterdam with regional headquarters in Stockholm and Ogden, Utah. These
offices will jointly share responsibilities for manufacturing, RD&E, and
strategic marketing. Autoliv, Inc. will be incorporated in the United States
and is expected to be traded on the New York Stock Exchange and the Stockholm
Stock Exchange in the form of registered shares or Swedish Depositary Shares,
with dividends expected to be paid on a quarterly basis.
The Distribution, the Exchange Offer and the Merger are jointly referred to as
the Transactions. The Transactions are subject to various customary
conditions including, among other things, approval by Morton International
shareholders owning more than 50% of the outstanding share capital, acceptance
by holders of more than 90% of Autoliv AB's share capital and voting rights,
receipt by Morton of a ruling from the U.S. Internal Revenue Service regarding
certain tax aspects of the Transactions, and certain regulatory approvals.
Subject to the satisfaction of these conditions, it is anticipated that the
Transactions will be completed in March or April 1997.
The offering of shares of common stock of Autoliv, Inc. will be made only by
means of a Prospectus/Proxy Statement/Offer to Purchase, which is anticipated
to be distributed to Autoliv AB's and Morton International, Inc.'s
shareholders by March 1997. The documents, to be reviewed by the U.S.
Securities and Exchange Commission and the Stockholm Stock Exchange, will
include, among other things, financial information as of December 31, 1996.
<PAGE>
<PAGE>
The Combination will be accounted for using purchase accounting under U.S.
accounting standards, under which goodwill may be amortized over a period of
up to 40 years.
The Board of Directors of Autoliv, Inc. will initially consist of an equal
number of designees of Autoliv and Morton International. Mr. Bark will become
Chairman of the Board and Mr. Stewart will be a director of Autoliv, Inc. Mr.
Musone will become the senior executive officer of Autoliv, Inc. in the
position of Chief Executive Officer and a director. Mr. Charlety will become
President and Chief Operating Officer and a director of Autoliv, Inc.
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.
For further information, please contact:
At Autoliv At Morton International
- ---------- -----------------------
Paul Charlety Nancy A. Hobor
President & CEO Vice President, Communications
Tel. +46 (8) 402-0601 & Investor Relations
Tel. +1(312) 807-2424
Mats Odman Janis K. Tratnik
Manager, Investor Relations Director, Corp. Communications
Tel. +46 (8) 402-0601 Tel. +1(312) 807-2435
###
<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: November 25, 1996 By: /s/ P. Michael Phelps
----------------------------
P. Michael Phelps
Vice President and Secretary
<PAGE>
<PAGE>
