SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 24, 1997
Morton International, Inc.
(Exact name of Registrant as Specified in its Charter)
Indiana 1-10270 36-3640053
(State or Other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
100 North Riverside Plaza, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 807-2421
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)<PAGE>
Item 5. Other Events.
On April 24, 1997, Morton International, Inc. (the "Com-
pany") issued a press release, which is attached hereto as Ex-
hibit 1 and is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
1. Press release, dated April 24, 1997, issued by the
Company.<PAGE>
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 autho-
rized.
MORTON INTERNATIONAL, INC.
By: /s/ P. Michael Phelps
Name: P. Michael Phelps
Title: Vice President and Secretary
Date: April 25, 1997<PAGE>
Index to Exhibits
Exhibit Number and Designation
1. Press release, dated April 24, 1997, issued by the Company.
Exhibit 1
[MORTON LETTERHEAD]
Contact: Nancy A. Hobor 312/807-2424
Janis K. Tratnik 312/807-2435
MORTON INTERNATIONAL ANNOUNCES MEETING RESULTS AND
SHARE REPURCHASE PROGRAM
Chicago (April 24, 1997) -- Shareholders of Morton In-
ternational, Inc. at the company's special meeting today approved
the spinoff of Morton's specialty chemicals and salt businesses
and the combination of Morton's airbag business with Autoliv AB
creating Autoliv, Inc. Out of the 140.6 million shares entitled
to vote, the vote for the spinoff was 98.1 million in favor, .4
million opposed, and .8 million abstaining. The vote for the com-
bination was 98.0 million in favor, .4 million opposed, and .9
million abstaining. Approximately 71 percent of the company's
shareholders were represented either in person or by proxy at the
meeting.
The Board of Directors today conditionally declared the
close of business on April 30, 1997, would be the record date and
the distribution date for the dividend to be paid to Morton share-
holders. The dividend consists of one share of the common stock
as well as a related preferred share purchase right of "new" Mor-
ton International for each share of Morton common stock held of
record as of the record date for the dividend. The spinoff record
and distribution dates are subject to satisfaction of the condi-
tion that the exchange offer by Autoliv, Inc. to the holders of
the common stock of Autoliv AB is accepted by the holders of more
than 90% of the Autoliv AB common stock. That offer is due to
expire today.
Completion of the exchange offer is the remaining mate-
rial condition to the consummation of the Morton Automotive Safety
Products-Autoliv combination. The spinoff will be consummated on
the day prior to the consummation of the Morton Automotive Safety
Products-Autoliv combination, expected to be May 1.
"New" Morton International will be renamed Morton Inter-
national, Inc. and will be listed on the New York and Chicago
Stock Exchanges, trading under the symbol "MII". Autoliv, Inc.
will be listed on the New York Stock Exchange and will trade under
the symbol "ALV".
Morton also announced that at a meeting today the new
Morton Board of Directors, which consists of the current directors
of Morton, declared a quarterly dividend of 12 cents per share of
common stock, payable on June 9, 1997, to shareholders of record
on May 27, 1997. As described in the proxy, this amount, combined
with the expected dividend to be declared by Autoliv, Inc., will
result in a total dividend paid to shareholders at or above what
the shareholders had been receiving.
<PAGE>
Following completion of the spinoff, the new Morton
Board also authorized an initial share repurchase program, allow-
ing the management to repurchase up to 10 million shares of common
stock of the company. Morton's management will consider whether
to buy some or all of those shares under a Dutch tender offer or
to buy the shares expeditiously on the open market. Further in-
formation regarding any repurchase will be announced at a later
date.
Morton International is a Chicago-based manufacturer and
marketer of specialty chemicals, automotive inflatable restraint
systems and salt.
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