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 (Date of earliest event reported): November 22, 1996
MORTON INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Indiana 1-10270 36-3640053
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
100 North Riverside Plaza, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 807-2421
(Registrant's telephone number, including area code)<PAGE>
ITEM 5. OTHER EVENTS.
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
ascribed 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
consummation 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 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
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Amendment, originally filed as Exhibit 1 to the Registration
Statement on Form 8-A/A of the Company, dated December 3, 1996,
which is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
1. Amendment No. 2, dated as of November 22, 1996,
to the Rights Agreement, as amended, between
Morton International, Inc. and First Chicago
Trust Company of New York, as Rights Agent.
(Originally filed as Exhibit 1 to the
Registration Statement on Form 8-A/A of Morton
International, Inc., dated December 3, 1996)
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 hereunto duly authorized.
MORTON INTERNATIONAL, INC.
Date: December 3, 1996 By: /s/ P. Michael Phelps
Name: P. Michael Phelps
Title: Vice President
and Secretary
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EXHIBIT INDEX
Exhibit No. Description of Document Location
1. Amendment No. 2, dated as of Filed as Exhibit 1
November 22, 1996, to the to Form 8-A/A, dated
Rights Agreement, as amended, December 3, 1996
between Morton International,
Inc. and First Chicago Trust
Company of New York, as Rights
Agent. (Incorporated herein by
reference)
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