SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-A/A
AMENDMENT NO. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORTON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Indiana 36-3640053
(State of incorporation or organization) (IRS Employer Identifi-
cation No.)
100 North Riverside Plaza
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the regis-
registration of a class of tration of a class of debt securi-
debt securities and is effec- ties and is to become effective
tive upon filing pursuant to simultaneously with the effective-
General Instruction A(c)(1) ness of a concurrent registration
please check the following statement under the Securities Act
box. of 1933 pursuant to General In-
[ ] struction A(c)(2) please check the
following box.
[ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)<PAGE>
The undersigned registrant hereby amends Items 1 and
2 of its Registration Statement on Form 8-A, dated June 12,
1989, as amended (the "Registration Statement"), as set forth
below.
Item 1. Description of Registrant's Securities to be Regis-
tered.
On November 22, 1996, Morton International, Inc. (the
"Company") and First Chicago Trust Company of New York, a New
York corporation ("First Chicago"), entered into Amendment No.
2 (the "Amendment") to the Rights Agreement, dated as of
June 12, 1989, between the Company and First Chicago, as Rights
Agent (as amended, the "Rights Agreement"). All capitalized
terms used below and not defined herein have the meanings as-
cribed to them in the Rights Agreement.
The Amendment provides, among other things, that none
of Autoliv AB, a corporation organized under the laws of the
Kingdom of Sweden ("Autoliv"), Autoliv, Inc., a newly-formed
Delaware corporation ("New Autoliv"), ASP Merger Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of New
Autoliv ("Merger Sub"), nor any Associate or Affiliate of
Autoliv, New Autoliv or Merger Sub, shall be deemed to be an
Acquiring Person as a result of (a) the execution and delivery
of the Combination Agreement, dated as of November 25, 1996,
among Autoliv, New Autoliv, Merger Sub and the Company, as it
may be amended or supplemented from time to time (the
"Combination Agreement"), or (b) the transactions contemplated
by the Combination Agreement.
The Amendment also provides that Section 13 of the
Rights Agreement shall not apply (a) to the merger of Merger
Sub with and into the Company (the "Autoliv Merger") pursuant
to the Combination Agreement or the proposed distribution (the
"Distribution") by the Company of the shares of common stock,
par value $1.00 per share, of a wholly-owned subsidiary of the
Company to be formed prior to the Distribution ("New Morton")
or (b) as a result of the execution and delivery of the
Combination Agreement or the Distribution Agreement to be
entered into between the Company and New Morton (the
"Distribution Agreement") or the transactions contemplated by
the Combination Agreement or the Distribution Agreement.
The Amendment also provides that the Final Expiration
Date, as defined in the Rights Agreement, shall be July 1,
1999, or, if earlier, the date immediately prior to the consum-
mation of the Autoliv Merger. The Amendment further provides
that for purposes of Section 24(a) of the Rights Agreement,
none of Autoliv, New Autoliv, Merger Sub, nor any Associate or
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Affiliate of Autoliv, New Autoliv or Merger Sub, shall be
deemed to be the Beneficial Owner of 50% or more of the Common
Shares as a result of (a) the execution and delivery of the
Combination Agreement or (b) the transactions contemplated by
the Combination Agreement.
The foregoing summary description of the Amendment is
qualified in its entirety by reference to the full text of the
Amendment, which is filed as Exhibit 1 hereto and is incor-
porated herein by reference.
Item 2.
The following items are filed as exhibits to the
Registration Statement:
Exhibit No. Description of Document Location
1. Rights Agreement (the "Rights Original filing
Agreement"), dated as of June on Form 8-A
12, 1989, between Morton
International, Inc. and The
First National Bank of Chicago,
as Rights Agent.
2. Amendment to the Rights Amendment No. 1
Agreement, dated as of January to Form 8-A
24, 1991.
3. Certificate of Adjustment to Amendment No. 2
the Rights Agreement, as to Form 8-A
amended, dated August 4, 1994.
4. Amendment No. 2, dated as of Filed herewith
November 22, 1996, to the
Rights Agreement, as amended,
between Morton International,
Inc. and First Chicago Trust
Company of New York, as Rights
Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement amendment to be signed on its be-
half by the undersigned, thereto duly authorized.
MORTON INTERNATIONAL, INC.
Date: December 3, 1996 By: /s/ P. Michael Phelps
Name: P. Michael Phelps
Title: Vice President
and Secretary
-4-<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Document
1. Amendment No. 2, dated as of November 22, 1996, to
the Rights Agreement, dated as of June 12, 1989,
as amended, between Morton International, Inc. and
First Chicago Trust Company of New York, as Rights
Agent.
Exhibit (1)
Conformed Copy
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT No. 2 (the "Amendment"), dated as of Novem-
ber 22, 1996, to the Rights Agreement, dated as of June 12,
1989, as amended (the "Rights Agreement"), between Morton In-
ternational, Inc., an Indiana corporation (the "Company"), and
First Chicago Trust Company of New York, a New York corporation
(the "Rights Agent").
Recitals
A. The Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement.
B. Autoliv AB, a corporation organized under the
laws of the Kingdom of Sweden ("Autoliv"), Autoliv, Inc., a
newly formed Delaware corporation ("Newco"), ASP Merger Sub
Inc., a Delaware corporation and a wholly-owned subsidiary of
Newco ("Newco Sub"), and the Company propose to enter into a
Combination Agreement (the "Combination Agreement") pursuant to
which Newco Sub will be merged with and into the Company, with
the Company as the surviving corporation (the "Merger").
C. The Company proposes to enter into, prior to the
effective time of the Merger, a Distribution Agreement (the
"Distribution Agreement") between New Morton International,
Inc., a wholly-owned subsidiary of the Company to be formed
prior to such time ("New Morton"), pursuant to which, among
other things, (1) the Company will contribute to New Morton or
another wholly-owned subsidiary of the Company all of the as-
sets of the Company not primarily related to the Company's au-
tomotive safety restraints business plus a certain amount of
cash and (2) immediately thereafter, the Company will distrib-
ute to the holders of shares of common stock of the Company all
of the outstanding shares of common stock of New Morton (the
"Distribution").
D. Pursuant to Section 27 of the Rights Agreement,
the Board of Directors of the Company has determined that an
amendment to the Rights Agreement as set forth herein is neces-
sary and desirable to reflect the foregoing and the Company and
the Rights Agent desire to evidence such amendment in writing.
E. All acts and things necessary to make this Amend-
ment a valid agreement, enforceable according to its terms have
been done and performed, and the execution and delivery of this
Amendment by the Company and the Rights Agent have been in all
respects duly authorized by the Company and the Rights Agent.<PAGE>
In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as fol-
lows:
1. Section 1(a) of the Rights Agreement is hereby
amended by inserting the following sentence at the end thereof:
Furthermore, notwithstanding the foregoing, none of Auto-
liv AB, a corporation organized under the laws of the
Kingdom of Sweden ("Autoliv"), Autoliv, Inc., a newly-
formed Delaware corporation ("New Autoliv"), ASP Merger
Sub Inc., a Delaware corporation and a wholly-owned sub-
sidiary of New Autoliv ("Merger Sub"), nor any Associate
or Affiliate of Autoliv, New Autoliv or Merger Sub, shall
be deemed to be an Acquiring Person as a result of (i) the
execution and delivery of the Combination Agreement, to be
dated on or about November 25, 1996, among Autoliv, New
Autoliv, Merger Sub and the Company, as it may be amended
or supplemented from time to time (the "Combination Agree-
ment"), or (ii) the transactions contemplated by the Com-
bination Agreement.
2. Section 7(a) of the Rights Agreement is hereby
modified and amended to change the reference "July 1, 1999" to
"July 1, 1999, or, if earlier, immediately prior to the consum-
mation of the merger of Merger Sub with and into the Company
(the "Autoliv Merger") as contemplated by and in accordance
with the Combination Agreement", it being agreed that July 1,
1999 or, if applicable, such earlier date, shall for all pur-
poses of the Rights Agreement be deemed to be the "Final Expi-
ration Date."
3. Section 13 of the Rights Agreement is hereby
amended by inserting the following sentence at the end of such
Section:
Notwithstanding the foregoing, this Section 13 shall not
apply (a) to the Autoliv Merger or the Spinoff (as defined
in the Combination Agreement) or (b) as a result of (i)
the execution and delivery of the Combination Agreement or
the Distribution Agreement (as defined in the Combination
Agreement) or (ii) the transactions contemplated by the
Combination Agreement or the Distribution Agreement.
4. The second sentence of Section 24(a) of the
Rights Agreement is hereby modified and amended to read in its
entirety as follows:
Notwithstanding the foregoing, the Board of Directors
shall not be empowered to effect such exchange at any time
-2-<PAGE>
after the Record Date if any Person (other than the Com-
pany, any Subsidiary of the Company, any employee benefit
plan of the Company or any such Subsidiary, or any entity
holding Common Shares for or pursuant to the terms of any
such plan), together with all Affiliates and Associates of
such Person, becomes the Beneficial Owner of 50% or more
of the Common Shares then outstanding; provided, however,
that for purposes of this Section 24(a), none of Autoliv,
New Autoliv, Merger Sub, nor any Associate or Affiliate of
Autoliv, New Autoliv or Merger Sub, shall be deemed to be
the Beneficial Owner of 50% or more of the Common Shares
as a result of (i) the execution and delivery of the Com-
bination Agreement or (ii) the transactions contemplated
by the Combination Agreement.
5. This Amendment to the Rights Agreement shall be
governed by and construed in accordance with the laws of the
State of Indiana and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such
State.
6. This Amendment to the Rights Agreement may be ex-
ecuted in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute one
and the same instrument. Terms not defined herein shall, un-
less the context otherwise requires, have the meanings assigned
to such terms in the Rights Agreement.
7. In all respects not inconsistent with the terms
and provisions of this Amendment to the Rights Agreement, the
Rights Agreement is hereby ratified, adopted, approved and con-
firmed. In executing and delivering this Amendment, the Rights
Agent shall be entitled to all the privileges and immunities
afforded to the Rights Agent under the terms and conditions of
the Rights Agreement.
8. If any term, provision, covenant or restriction
of this Amendment to the Rights Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, cov-
enants and restrictions of this Amendment to the Rights Agree-
ment, and of the Rights Agreement, shall remain in full force
and effect and shall in no way be affected, impaired or invali-
dated.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of the
date and year first above written.
Attest: MORTON INTERNATIONAL, INC.
By: /s/ Rita L. Ellis By: /s/ S. Jay Stewart
Name: Rita L. Ellis Name: S. Jay Stewart
Title: Asst. Secretary Title: Chairman and Chief
Executive Officer
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ James Kuzmich By: /s/ Michael Kane
Name: James Kuzmich Name: Michael Kane
Title: Customer Service Title: Assistant Vice
Officer President
