-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FCKXnJ+G0k04Rl6j7yJKlV5eJmKV3QdTBUyTwBWMQbqB2nroZDqpkA1hgZGSOkel o8JduJIBOPEuY9IiylHRag== 0000950124-98-000537.txt : 19980205 0000950124-98-000537.hdr.sgml : 19980205 ACCESSION NUMBER: 0000950124-98-000537 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980120 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980204 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MLX CORP /GA CENTRAL INDEX KEY: 0000064247 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 380811650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-13198 FILM NUMBER: 98521003 BUSINESS ADDRESS: STREET 1: 1000 CENTER PL CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 4047980677 MAIL ADDRESS: STREET 1: 1000 CENTER PL CITY: NORCROSS STATE: GA ZIP: 30093 FORMER COMPANY: FORMER CONFORMED NAME: MCLOUTH STEEL CORP DATE OF NAME CHANGE: 19850212 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): January 20, 1998 MORTON INDUSTRIAL GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Georgia I-4795 38-0811650 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1021 West Birchwood Street, Morton, Illinois 61550 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (309) 266-7176 -------------- MLX Corp., 1000 Center Place, Norcross, Georgia 30093 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 1 Item 1. CHANGES IN CONTROL OF REGISTRANT Description of Effective Change in Control On January 20, 1998, MLX Corp. ("MLX" or the "Registrant") consummated a merger (the "Merger") with Morton Metalcraft Holding Co. ("Morton"), a Delaware corporation. Pursuant to Agreement and Plan of Merger, dated as of October 20, 1997 (the "Merger Agreement"),between MLX and Morton, Morton was merged with and into MLX, with MLX being the surviving corporation (the "Surviving Company"). The Registrant believes that the effective change in control (as control is defined in 17 CFR #240.12b-2) of the Registrant as a result of the Merger did not constitute an "ownership change" within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as amended. Immediately prior to and in connection with the Merger, MLX reclassified its existing common stock, par value $.01 per share (the "Old Common Stock"), as Class A Common Stock of MLX, par value $.01 per share (the AMLX Class A Common Stock or A Surviving Company Class A Common Stock") and established a class of 200,000 shares of Class B Common Stock of MLX, par value $.01 per share (the "MLX Class B Common Stock"or "Surviving Company Class B Common Stock"). Upon consummation of the Merger, each share of the Class A Common Stock, par value $.01 per share, of Morton ("Morton Class A Common Stock") was converted into the right to receive one share of Surviving Company Class A Common Stock and each share of Class B Common Stock, par value $.01 per share, of Morton ("Morton Class B Common Stock" and,together with the Morton Class A Common Stock, the "Morton Common Stock") was converted into the right to receive one share of Surviving Company Class B Common Stock. Prior to the Merger, William D. Morton, previously the President and Chief Executive Officer of Morton and currently the President and Chief Executive Officer of the Surviving Company, owned approximately 83% of the issued and outstanding shares of Morton, and affiliates of Three Cities Research, Inc. (the "TCR Affiliated Group") owned approximately 38% of the Old Common Stock of MLX. As a result of the Merger, Mr. Morton and certain of his affiliates (the "Morton Affiliated Group" and, together with the TCR Affiliated Group, the "Affiliated Groups") currently own 1,218,990 shares of Surviving Company Class A Common Stock and 100,000 shares of Surviving Company Class B Common Stock, which together represent approximately 32.7% of the voting power of all outstanding shares of the Surviving Company and the members of the TCR Affiliated Group collectively own 888,178 shares of Surviving Company Class A Common Stock and 100,000 shares of Surviving Company Class B Common Stock, which together represent approximately 24.3% of the voting power of all shares of Surviving Company Common Stock. At such time as either the Morton Affiliated Group or the TCR Affiliated Group sells any shares of Surviving Company Class A Common Stock, 3 2 the special voting rights of the Surviving Company Class B Common Stock will operate so as to ensure that the aggregate voting power of all shares held by each of the TCR Affiliated Group and the Morton Affiliated Group is not reduced below 24%. This is accomplished through provisions in MLX's Articles of Incorporation, as amended (the "Amended Articles"), which provide for the designation of a certain number of Surviving Company Class A Common Stock shares held by each Affiliated Group at the time of the Merger as "Designated Shares," and by providing that such shares, together with the respective Affiliated Group's shares of Surviving Company Class B Common Stock, shall entitle such Affiliated Group to 24% of the voting power. The number of Designated Shares of each Affiliated Group is 880,000 shares of Surviving Company Class A Common Stock. Thus, immediately after the Merger, the Morton Affiliated Group and the TCR Affiliated Group together have approximately 57% of the voting power of the Surviving Company Class A Common Stock and Class B Common Stock combined. Concurrently with the signing of the Merger Agreement, the members of the TCR Affiliated Group and Mr. Morton entered into a shareholders agreement (the "Shareholders Agreement"), under which Mr. Morton will control approximately 57% of the voting power of the Surviving Company. Under the Shareholders Agreement, members of the TCR Affiliated Group granted Mr. Morton a proxy ("Proxy") to vote all of the Surviving Company Class A Company Stock and all of the Surviving Company Class B Common Stock owned by them after the Merger on all matters to be voted upon by the shareholders of the Surviving Company except for: (i) the liquidation of the Surviving Company; (ii) any sale of all, or substantially all, of the assets of the Surviving Company; and (iii) any merger or consolidation involving the Surviving Company, if immediately thereafter, the shareholders of the Surviving Company do not hold the power to vote at least 60% of the votes entitled to elect the directors of the company surviving such merger or consolidation. In the event that (a) the TCR Affiliated Group is entitled to vote for any such sale, merger or consolidation described immediately above; (b) any member of the TCR Affiliated Group fails to vote in favor of such transaction; and (c) the transaction is not approved by the shareholders of the Surviving Company, Mr. Morton may elect to cause the TCR Affiliated Group to purchase all (but not less than all) of the Surviving Company Class A Common Stock and Surviving Company Class B Common Stock then owned by him and his affiliates for a purchase price equal to fair market value of the assets he would have received in such proposed transaction. If Mr. Morton would have retained any stock in the proposed transaction, then the purchase price for such stock shall be equal to the fair market value of such stock. The Proxy will terminate upon the earliest of the following events: (i) January 20, 2008 (the "Effective Time" or "Effective Date"); (ii) Mr. Morton's death or disability (each as set forth in the employment agreement between the Surviving Company and Mr. Morton); (iii) in the event Mr. Morton terminates his employment with the Surviving Company (other than a Constructive Termination as defined in the employment agreement between the Surviving Company and Mr. Morton); (iv)in the event of Mr. Morton's termination by the Surviving Company for 4 3 Cause (as defined in the employment agreement between the Surviving Company and Mr. Morton); or (v) if Mr. Morton's ownership of Surviving Company Class A Common Stock falls below 1,096,425 shares, including for this purpose shares issuable upon conversion or exercise of any convertible security, option, warrant, or subscription or purchase right, as adjusted to reflect stock splits. The Shareholders Agreement also restricts transfers by members of the TCR Affiliated Group of their Surviving Company Class A Common Stock for three years, imposes limits on the number of shares of Surviving Company Class A Common Stock that they can transfer after three years, and restricts transfers by the TCR Affiliated Group of Surviving Company Class B Common Stock for ten years. See Item 2 of this Current Report on Form 8-K for information about the sources and amounts of consideration given in the Merger and related transactions. Management of the Surviving Company Upon completion of the Merger, the Board of Directors and executive officers of the Surviving Company became comprised of the following individuals:
NAME AGE POSITION ---- --- -------- William D. Morton........ 50 Chairman of the Board, President, Chief Executive Officer and Director Daryl R. Lindemann....... 43 Vice President (Finance), Treasurer and Secretary Fred W. Broling.......... 62 Director Mark W. Mealy............ 40 Director Alfred R. Glancy III..... 59 Director Willem F.P. de Vogel..... 47 Director
The following is a brief summary of the business experience of the foregoing individuals: WILLIAM D. MORTON joined Morton in 1988 as an Executive Vice President. Together with other investors, he purchased Morton from Morton's founding owners in 1989 and has served as President and Chief Executive Officer since that date. Mr. Morton's responsibilities include overseeing all strategic, operational, and financial planning as well as the development of key customer accounts and new business opportunities. Mr. Morton received a Bachelors Degree in Mechanical Engineering from the University of Illinois in 1970. He is a member of the Society of Manufacturing Engineers. DARYL R. LINDEMANN has been Vice President of Finance, Secretary and 5 4 Treasurer of Morton since he joined Morton in 1990, and his responsibilities include management of accounting, audits, insurance, banking relationships, cash management, human resources, information services and purchasing. Mr. Lindemann is a Certified Public Accountant and received a B.S. in Accounting in 1976 from the University of Illinois. He is a member of the American Institute of Certified Public Accountants and the Illinois CPA Society. FRED W. BROLING has been a Director of Morton since September 1989. Mr. Broling is the Chief Executive Officer and Chairman of the Board of Plastic Specialties & Technologies, Inc. and has served in such capacities since 1984 and as Chairman and Chief Executive Officer of PureTec Corporation ("PureTec") since July 1995. Plastic Specialties and Technologies, Inc. is a subsidiary of PureTec. PureTec and Plastic Specialties and Technologies, Inc. are vertically integrated manufacturers of specialty plastic products. From 1981 to 1984, Mr. Broling served as the President of the plastic specialty sector of Dart & Kraft. Mr. Broling is also a director of Harris Chemical Corp. MARK W. MEALY serves as head of the Corporate Finance Group at Bowles Hollowell Conner & Co., an investment banking firm, where he has been employed as a Managing Director since 1989. Mr. Mealy has been a Director of Morton since March 1995. Prior to joining Bowles Hollowell Conner & Co., he served as Vice President in Morgan Stanley & Co.'s high yield bond group, and Vice President in the private placement group of Bank of America. ALFRED R. GLANCY III has been Chairman, President and Chief Executive Officer of MCN Energy Group Inc. (MCN) since 1988. MCN is a diversified global energy holding company with approximately $4 billion of assets and markets and investments throughout North America and in India. Mr. Glancy has been a Director of MLX Corp. since 1985 and Non-executive Chairman of the Board of MLX Corp. since May 1996. Mr. Glancy joined Michigan Consolidated Gas Company, a subsidiary of MCN, in 1962, served as and Chief Executive Officer from 1984 until September 1992, and has held the position of Chairman since 1984. WILLEM F.P. DE VOGEL is the President of Three Cities Research, Inc., a firm engaged in the investment and management of private capital ("TCR"). Mr. de Vogel has been a Director of MLX Corp. since 1986. He joined TCR in 1977 and has been the President of TCR since 1982. Mr. de Vogel also serves as a director of Computer Associates International, a computer software company. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 20, 1998 Morton merged with and into MLX pursuant to the Merger Agreement. As a result of the merger, MLX has assumed the historic business of Morton, which is described below. 6 5 The aggregate consideration paid to complete the Merger was approximately $81.1 million, consisting of the following: Cash purchase of Morton securities. . $20.0 million MLX stock and in-the-money options issued to Morton security holders . . 33.5 million Debt of Morton assumed or repaid (as of June 30, 1997) . . . . . . . . . . 27.6 million ----- Total . . . . . . . . . . . . . . $81.1 million =====
This valuation assumes that the Old Common Stock is valued at $16.75 per share, the last bid price on October 19, 1997, the day before the proposed Merger was announced. The Registrant used a portion of its cash on hand to fund the purchase of Morton securities. As a result of the Merger, each share of Morton Class A Common Stock was converted into the right to receive one share of Surviving Company Class A Common Stock and each share of Morton Class B Common Stock was converted into the right to receive one share of Surviving Company Class B Common Stock, except for the Morton securities purchased by MLX pursuant to the Securities Purchase Agreement (as defined below), which were canceled by virtue of the Merger. In addition, each outstanding option to purchase a share of Morton Class A Common Stock was converted into the right to receive an option to purchase one share of Surviving Company Class A Common Stock, except for the Morton Options purchased by MLX pursuant to the Securities Purchase Agreement, which were canceled by virtue of the Merger. Concurrently with the execution of the Merger Agreement, MLX entered into a securities purchase agreement dated October 20, 1997 (the "Securities Purchase Agreement") with certain holders of Morton Common Stock and options and warrants to acquire shares of Morton Common Stock (the "Selling Securityholders"). Under the Securities Purchase Agreement, MLX agreed to purchase an aggregate of 612,121 shares of Morton Class A Common Stock, and options and warrants to purchase 721,211 shares of Morton Class A Common Stock from the Selling Securityholders for an aggregate purchase price of $19,991,196. Morton securities purchased by MLX pursuant to the Securities Purchase Agreement were canceled by virtue of the Merger. As a condition to the Securities Purchase Agreement, MLX and Morton entered into a Note Redemption Agreement, dated October 20, 1997 (the "Note Redemption Agreement", as defined below), with certain Selling Securityholders. The Note Redemption Agreement was required to induce two of the Selling Securityholders, Connecticut General Life Insurance Company ("CGLIC") and CIGNA Mezzanine Partners III, L.P. ("CMP", and together with CGLIC, "CIGNA"), to enter into the 7 6 Securities Purchase Agreement. Under the Note Redemption Agreement, MLX and Morton jointly and severally agreed to pay to CIGNA immediately following consummation of the Merger, the sum of $25,000,000 (such amount being the aggregate outstanding principal amount of Morton's 11.50% Senior Notes due January 25, 2005 (the "Notes")) and a prepayment premium of $250,000, and to pay all reasonable costs and expenses of CIGNA relating to the Note Redemption Agreement. Under the Note Redemption Agreement, CIGNA agreed to waive its right to receive the "make-whole" amount which would otherwise be due in connection with the prepayment of the Notes, and to accept such prepayment in full and complete satisfaction of Morton's obligations under the Notes. Payment according to the Note Redemption Agreement occurred on January 20, 1998. Description of the Surviving Company Class A and Surviving Company Class B Common Stock In connection with the Merger, MLX amended its Articles of Incorporation to reclassify the Old Common Stock into MLX Class A Common Stock and create a series of MLX Class B Common Stock. The rights of each class are set forth in Article II of MLX's Articles of Incorporation, as amended (the "Amended Articles"). The following summary, which describes the material characteristics of the Surviving Company Class A and Surviving Company Class B Common Stock, should be read in conjunction with, and is qualified in its entirety by reference to, the Amended Articles attached as an exhibit hereto. Dividends. Subject to the rights of the holders of any class of preferred stock, holders of record of shares of Surviving Company Common Stock on the record date fixed by the Surviving Company's Board of Directors (the "Board") are entitled to receive such dividends as may be declared by the Board out of funds legally available for such purpose. No dividends may be declared or paid in cash or property on any share of either class of Surviving Company Common Stock, however, unless simultaneously the same dividend is declared or paid on each share of the other class of Surviving Company Common Stock. In the case of any stock dividend, holders of Surviving Company Class A Common Stock are entitled to receive the same dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock). Voting Rights. Holders of shares of Surviving Company Class A Common Stock and Surviving Company Class B Common Stock are entitled to vote as a single class on all matters submitted to a vote of the shareholders, with each share of Surviving Company Class A Common Stock entitled to one vote and each share of Surviving Company Class B Common Stock entitled to the number of votes determined as described below. Each share of Surviving Company Class B Common Stock is entitled to such number of votes, which number will fluctuate from time to time, as will be required to ensure that the aggregate votes available to be cast by each Affiliated Group that is the holder of Surviving Company Class B Common Stock (with respect to such Affiliated Group's Surviving Company Class B Common Stock together 8 7 with certain shares of Surviving Company Class A Common Stock held by such Affiliated Group) will be equal to 24% of the total votes available to be cast by all holders of Surviving Company Common Stock, regardless of class. The shares of Surviving Company ClassB Common Stock are held by two separate Affiliated Groups resulting in a total of 48% of the voting power of all Surviving Company Common Stock being controlled by these Affiliated Groups by virtue of the special voting rights of the Surviving Company Class B Common Stock. The shares of Surviving Company Class B Common Stock are convertible into shares of Surviving Company Class A Common Stock in certain circumstances. The Affiliated Groups are defined in the Amended Articles as (i)the TCR Affiliated Group and (ii) William D. Morton and/or members of his immediate family. The voting power of the individual shares of Surviving Company Class B Common Stock with respect to each Affiliated Group will be determined as of the record date for each shareholders meeting. At the Effective Time, each share of Surviving Company Class B Common Stock initially had approximately .72 votes per share. For purposes of calculating the number of votes per share attributable to the Surviving Company Class B Common Stock, certain shares of Surviving Company Class A Common Stock (the "Designated Shares") owned by each Affiliated Group on the Effective Date, other than approximately 338,990 shares of Surviving Company Class A Common Stock held by Mr. Morton, are aggregated with the votes attributable to the Surviving Company Class B Common Stock in order to ensure that such Affiliated Group has 24% of MLX's outstanding voting power with respect to such Designated Shares and such MLX Class B Common Stock. If an Affiliated Group owns Surviving Company Class A Common Stock in addition to its Designated Shares, such Affiliated Group will also vote such additional Surviving Company Class A Voting Stock, thus having voting power in excess of 24%. Each Affiliated Group owns 880,000 Designated Shares. If any Designated Shares of an Affiliated Group are sold or transferred to persons outside such Affiliated Group, this will have the effect of increasing the votes per share of the Surviving Company Class B Common Stock with respect to such Affiliated Group. Any shares of Surviving Company Class A Common Stock which are transferred by a member of an Affiliated Group generally will be deemed to reduce its Designated Shares, thus increasing the votes per share attributable to the Surviving Company Class B Common Stock by an amount sufficient to maintain the voting power of the Affiliated Group at 24% of the votes eligible to be cast at any meeting of shareholders. In general, if an Affiliated Group acquires additional shares of Surviving Company Class A Common Stock after the Effective Time, such shares will not be considered Designated Shares, unless Designated Shares have previously been transferred, in which case such newly acquired shares will be deemed to be Designated Shares until the Affiliated Group's Designated Shares equals 888,000. Conversions of shares of Surviving Company Class B Common Stock into shares of Surviving Company Class A Common Stock and transfers of Surviving Company Class B Common Stock, although prohibited by the terms of the 9 8 Shareholders Agreement, will reduce, on a pro rata basis, the guaranteed percentage vote to which the selling Affiliated Group is entitled by reason of its ownership of its then remaining shares of Surviving Company Class B Common Stock. Liquidation Rights. Upon liquidation, dissolution or winding-up of the Surviving Company, the holders of the Surviving Company Common Stock are entitled to share ratably in all assets available for distribution, after payment in full of creditors and payment in full to any holders of preferred stock then outstanding of any amount required to be paid under the terms of such preferred stock. Mergers, Consolidations and Share Exchanges. Each holder of Surviving Company Class A Common Stock is entitled to receive the same amount and form of consideration per share as the per share consideration, if any, received by any holder of Surviving Company Class B Common Stock in a merger or consolidation of the Surviving Company or statutory share exchange involving the Surviving Company Common Stock, provided that in any such event, if shares of common stock are issued in the transaction, holders of the Surviving Company ClassB Common Stock may be entitled to receive shares with voting rights substantially equivalent to those provided in the Amended Articles. Other Provisions. Each share of Surviving Company Class B Common Stock is convertible, at the option of its holder, into one share of Surviving Company Class A Common Stock at any time. Each share of Surviving Company Class B Common Stock will convert automatically and without the requirement of any further action into one share of Surviving Company ClassA Common Stock upon its sale or other transfer to a party unaffiliated with the Affiliated Group of the transferor, and each share of Surviving Company Class B Common Stock will convert automatically and without the requirement of any further action into one share of Surviving Company Class A Common Stock on the tenth anniversary of the Effective Date. No class of Surviving Company Common Stock may be subdivided, consolidated, reclassified or otherwise changed unless concurrently the other class of Surviving Company Common Stock is subdivided, consolidated, reclassified or otherwise changed in the same proportion and in the same manner. Preemptive Rights. Neither the Old Common Stock nor the Surviving Company Class A Common Stock or the Surviving Company Class B Common Stock have preemptive rights enabling a holder to subscribe for or receive shares of any class of stock of the Surviving Company or any other securities convertible into shares of any class of stock of the Surviving Company. Transferability; Trading Market. The Surviving Company Class A Common Stock is freely transferable, and, subject to applicable securities laws, shareholders of the Surviving Company generally are not restricted in their ability to sell shares of Surviving Company Class A Common Stock. The Surviving Company Class B Common Stock is not registered under the Securities Act of 1933 (the "Securities Act"), as amended, and is subject to restrictions on transferability under 10 9 such Securities Act as well as pursuant to the Shareholders Agreement. Description of Morton Business Morton Metalcraft Holding Co. ("Morton"), headquartered in Morton, Illinois, through its subsidiaries is a contract manufacturer and supplier of high-quality fabricated sheet metal components and subassemblies for construction, agricultural, and industrial equipment manufacturers located primarily in the Midwestern and Southeastern United States. Morton provides large original equipment manufacturers ("OEMs") with a wide range of services including design, prototype fabrication, precision tool making, and fabrication of component parts. Additional services provided by Morton include welding, painting, subassembly, packaging, warehousing, and just-in-time delivery to customers' production lines. Morton attempts to distinguish itself from its competition by combining a wide range of services with high-quality, state-of-the-art sheet metal fabrication capabilities, and has developed close relationships with customers such as Caterpillar Inc. ("Caterpillar") and Deere & Co. ("Deere"). Morton's products fall into seven categories of fabricated steel products and other miscellaneous products. - Sheet Metal Component Packages-includes panels, doors, hoods, brackets, grills, supports and covers produced primarily for construction and agricultural equipment. Component packages have been a core business of Morton since its founding. - Sheet Metal Enclosures and Boxes-includes generator set enclosures, compressor enclosures and electrical and battery boxes developed in response to customers' need for environmentally sound enclosures that are aesthetically attractive and cost competitive. - Special Weldments-includes lift arms, seat modules, guards, platforms and step assemblies. This business developed primarily from concurrent design projects with two major customers. - Fabricated Steel Tanks-includes fuel, hydraulic and water reservoirs. Morton developed these products in response to customers' needs for flexible designs that facilitate quick response to changes in tank requirements. - Prototype/Tooling-includes prototype, tooling and preproduction steps in the manufacturing process. Morton's dedicated prototype and tooling departments work with customers throughout development efforts, allowing for a smooth introduction of new products and subassemblies to the focus factories. 11 10 - Store Fixtures-includes backframes, lights, and brackets used in store displays. Morton's engineering department has worked closely with customers in the development of displays. - Feeder Housings-includes feeder housings and other harvester components manufactured for agricultural equipment in Morton's Peoria, Illinois facility. Morton's primary sheet metal fabrication operations include cutting, punching, bending, welding, painting, final assembly, packaging, warehousing and just-in-time delivery. Morton also offers fully integrated ancillary services, including design engineering, tool making and prototype fabrication. Morton's facilities are located in Illinois and North Carolina. The Birchwood Street complex in Morton, Illinois houses receiving, tool making, pre-production, first operations, general fabrication and enclosure operations. All non-production personnel, including senior management, purchasing, engineering, sales, production control and accounting are also located at this facility. The Detroit Street plant, also located in Morton, one mile from Birchwood Street, contains the production operations for commodity products such as tanks, seat modules, backhoe lift arms and heavy fabrication operations. Morton produces components for agricultural equipment at its Peoria, Illinois facility, which opened in 1995. Morton's Apex, North Carolina plant serves the operations of nearby customers; Morton began production at this facility in July 1997. It is expected that the business of the Surviving Company will be substantially identical to the business of Morton immediately prior to the Merger. Accordingly, the Surviving Company intends to continue using the facilities and equipment acquired in the Merger in the manners previously utilized. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS Prior to the Merger, Morton had a fiscal year ending on June 30, and its financial statements were audited by Clifton Gunderson L.L.C. of Peoria, Illinois. Before the Merger, the Registrant had a fiscal year ending December 31, and its financial statements were audited by Ernst & Young LLP. The Registrant will retain its December 31 fiscal year end. The financial statements of MLX contained in the Registrant's annual report on Form 10-K for the year ended December 31, 1997, will be audited by Ernst & Young LLP. The Registrant has not yet selected its independent accountants for its fiscal year ending December 31, 1998. 12 11 ITEM 5. OTHER EVENTS Recapitalization Amendment In connection with the Merger, on January 20, 1998 MLX amended its Articles of Incorporation to: (i) provide for the reclassification of the Existing Common Stock as MLX Class A Common Stock, (ii) establish a class of 200,000 shares of MLX Class B Common Stock and (iii) establish the rights of the MLX Class B Common Stock, which are described above in Item 2. Name Change Pursuant to the Merger, the Articles of Incorporation of MLX were amended to change the name of MLX to "Morton Industrial Group, Inc." The principal executive offices of the Surviving Company are now located at 1021 West Birchwood Street, Morton, Illinois 61550. Its telephone number at the address is (309) 266-7176. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired: (i) Financial Statements (audited) of Morton Metalcraft Holding Co. and Subsidiaries for the years ended June 30, 1997, 1996, and 1995 (incorporated by reference to pages F-6 to F-19 to the Definitive Proxy Statement on Schedule 14A filed by MLX Corp. with the Securities Exchange Commission on January 6, 1998 (File No. 0-13198)). (ii) Financial Statements (unaudited) of Morton Metalcraft Holding Co. and Subsidiaries for the three months ended September 30, 1997 and 1996 (incorporated by reference to pages F-2 to F-5 to the Definitive Proxy Statement on Schedule 14A filed by MLX Corp. with the Securities Exchange Commission on January 6, 1998 (File No. 0-13198)). (b) Pro Forma Financial Information: Pro Forma Condensed Combined Financial Information of the Surviving Company incorporated by reference to pages 54-59 to the Definitive Proxy Statement on Schedule 14A filed by MLX Corp. with the Securities Exchange Commission on January 6, 1998 (File No. 0-13198). 13 12 (c) Exhibits: The exhibits listed below relate to the merger between MLX Corp. and Morton Metalcraft Holding Co., the reclassification of the Old Common Stock of MLX as Class A Common Stock of MLX, and the establishment of 200,000 shares of Class B Common Stock of MLX.
Exhibit Number(Referenced to Item 601 of Regulation S-K) Description of Exhibit --------------- ---------------------- 2 Agreement and Plan of Merger between MLX Corp. and Morton Metalcraft Holding Co. dated October 20, 1997 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed by MLX Corp. with the Securities Exchange Commission on January 6, 1998 (File No. 0-13198)). 3 Articles of Amendment of Articles of Incorporation of MLX Corp. 99.1 Press Release Issued by MLX on January 20, 1997. 99.2 Press Release Issued by Morton Industrial Group on January 28, 1998.
14 13 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 thereunto duly authorized. Date: February 4, 1998 Morton Industrial Group, Inc. By: /s/ William D. Morton ------------------------------------ Name: William D. Morton Title: Chairman, President, and Chief Executive Officer 15 14 EXHIBIT INDEX
Exhibit number Page Number in Rule (Referenced 0-3(b) sequential to Item 601 numbering system of Regulation where Exhibits can S-K) Description of Exhibit be found ------------- ---------------------- -------------------- 2 Agreement and Plan of Merger between MLX Corp. and Morton Metalcraft Holding Co. dated October 20, 1997 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed by MLX Corp. with the Securities Exchange Commission on January 6, 1998 (File No. 0-13198)). 3 Articles of Amendment of Articles of Incorporation of MLX Corp. 99.1 Press Release Issued by MLX on January 20, 1998. 99.2 Press Release Issued by Morton Industrial Group on January 28, 1998
EX-3 2 EX-3 1 EXHIBIT 3 ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF MLX CORP. MLX CORP., a corporation organized and existing under the laws of the State of Georgia (the "Corporation"), hereby certifies as follows: 1. The name of the corporation is MLX Corp. The Corporation was incorporated on June 18, 1993. 2. Each of the amendments contained in these Articles of Amendment was unanimously approved on October 16, 1997, by the Corporation's Board of Directors and was approved by the Corporation's shareholders in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code ("the Code") on January 19, 1998. 3. These Articles of Amendment shall become effective at 9:00 a.m. Atlanta, Georgia time on January 20, 1998 (the "Effective Date"). On and after the Effective Date, each issued and outstanding share of Common Stock, par value $0.01 per share, shall automatically be converted into one share of Class A Common Stock, par value $0.01 per share. Each holder of record of shares of Common Stock shall be entitled upon presentation and surrender to the Corporation of the certificate representing such shares held by such holder prior to the Effective Date to receive in exchange therefor a certificate representing the same number of shares of Class A Common Stock. Notwithstanding that the certificates evidencing any shares of Common Stock issued and outstanding prior to the Effective Date shall not have been surrendered, all such unsurrendered certificates shall represent one share of Class A Common Stock per each share of Common Stock that they represented prior to the Effective Date. 4. The Articles of Incorporation are hereby amended as follows: (A) Article II of the Articles of Incorporation is hereby deleted in its entirety, and the following is substituted in lieu thereof: 2.1 CAPITALIZATION. (A) The Corporation shall have authority to issue 20,200,000 shares of common stock, of which 20,000,000 shares shall be Class A 2 2 Common Stock, par value $0.01 per share (the "Class A Common Stock"), and 200,000 shares shall be Class B Common Stock, par value $0.01 per share (the "Class B Common Stock", and together with the Class A Common Stock, the "Common Stock"), and 2,000,000 shares of preferred stock no par value per share (the "Preferred Stock"). Except as otherwise provided herein, all shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and preferences, all dividends declared and all assets of the Corporation upon dissolution, subject to the rights and preferences, if any, of the holders of the Preferred Stock to such dividends and assets upon dissolution pursuant to applicable law and the resolution or resolutions of the Board of Directors providing for the issue of one or more series of Preferred Stock. (B) The Board of Directors is hereby expressly authorized to issue, at any time and from time to time, shares of Preferred Stock in one or more series. The number of shares within any such series shall be designated by the Board of Directors in one or more resolutions, and the shares of each series so designated shall, except as set forth below, have such preferences with respect to the Common Stock and other series of Preferred Stock, and such other rights, qualifications, restrictions or limitations with respect to voting, dividends, conversion, exchange, redemption and any other matters, as may be set forth in one or more resolutions adopted by the Board of Directors. If and to the extent required by law, Articles of Amendment setting forth any such designations, preferences, rights, qualifications, restrictions or limitations shall be filed with the Georgia Secretary of State prior to the issuance of any shares of such series. All shares of Preferred Stock shall be identical, except the Board of Directors may, with respect to the establishment of each series of Preferred Stock, vary the following matters between series: (i) the distinctive designation of that series and the number of shares constituting that series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares of such series then outstanding) from time to time; (ii) the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series; (iii) whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; provided, however, that no share of Preferred Stock may have more than one vote; (iv) whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine; 3 3 (v) whether the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (vi) whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; and (vii) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series. (C) The Board of Directors shall not create a sinking fund for the redemption or purchase of shares of any series of Preferred Stock unless provision for a sinking fund at least as beneficial to all issued and outstanding shares of Preferred Stock shall either then exist or be created at the same time. 2.2 VOTING RIGHTS. (A) Except as otherwise provided in this SECTION 2.2 or in SECTION 11.2 or as otherwise required by law, the holders of Class A Common Stock shall be entitled to one vote per share on all matters permitted or required to be voted on by the Corporation's shareholders, and the holders of Class B Common Stock shall be entitled to such number of votes per share on all matters permitted or required to be voted on by the Corporation's shareholders as provided in SECTION 2.2(B), as adjusted pursuant to SECTION 2.2(C). Except as otherwise required by law, the Class A Common Stock and the Class B Common Stock shall vote as a single class on all matters presented for a vote of the shareholders of the Corporation. The Class A Common Stock and Class B Common Stock shall not have cumulative voting rights (whether voting as separate voting groups or as a single voting group). The holders of the Preferred Stock shall have voting rights only to the extent, if any, provided by the Board of Directors pursuant to SECTION 2.1(B) or as otherwise required by law. (B) At all times prior to the Final Class B Date (as defined in SECTION 2.2(E)), the number of votes per share of Class B Common Stock at any particular meeting of the Corporation's shareholders shall be determined by the Board of Directors as of the record date for such meeting, and, subject to adjustment as provided in SECTION 2.2(C), at each such meeting the Class B Common Stock will be entitled to a number of votes per share sufficient to permit each Affiliated Group (as defined below) to cast 24 percent of the votes eligible to be cast at such meeting when the shares of Class B Common Stock owned by such Affiliated Group as of such record date are aggregated with the number of Designated Shares (as defined below) owned by such Affiliated Group as of such record date. (C) If any member of an Affiliated Group transfers any shares of Class B 4 4 Common Stock to any Person in a transaction which causes such shares of Class B Common Stock to convert to Class A Common Stock, then on each subsequent occasion that the number for such Affiliated Group of votes per share of Class B Common Stock is determined pursuant to SECTION 2.2(B), the calculation shall be made by substituting for 24 percent the product of (i) 24 percent, multiplied by (ii) a fraction the numerator of which is the total number of shares of Class B Common Stock owned by such Affiliated Group on such record date, and the denominator of which is the total number of shares of Class B Common Stock owned by such Affiliated Group on the Effective Date. The denominator shall be adjusted proportionately to account for any stock splits, stock dividends or combinations between the Effective Date and the date of such calculation. (D) In order to determine the number of votes attributable to the shares of Class B Common Stock with respect to any matter to be voted on by the shareholders of the Corporation, the Corporation will, at least ten days prior to the record date for such meeting, solicit from each Affiliated Group a certificate stating the number of shares of Class A Common Stock and Class B Common Stock owned by such group, and the Board of Directors will establish as of such record date, in accordance with such certificates, the number of votes per share to be allocated to the Class B Common Stock held by each Affiliated Group. If a requested certificate is not received by the Corporation from an Affiliated Group prior to the record date established by the Board of Directors, the votes of each share of Class B Common Stock owned by such group will be determined based on the records of the Corporation, provided that if such Affiliated Group which fails to deliver a certificate includes an officer of the Corporation, then each share of Class B Common Stock owned by such group will be deemed to have approximately one vote per share at the shareholders' meeting to which such record date relates. (E) If all issued and outstanding shares of the Class B Common Stock are converted into shares of the Class A Common Stock in accordance with the provisions of SECTION 2.3 or otherwise cease to be outstanding (the effective date of the conversion, retirement or other event resulting in the last share of Class B Common Stock ceasing to be outstanding shall be referred to herein as the "Final Class B Date"), such that there shall not be any issued and outstanding shares of Class B Common Stock, then with respect to each matter submitted to a vote of the Corporation's shareholders after the Final Class B Date, the holders of the Class A Common Stock voting as a class shall be entitled to determine such matter, with each issued and outstanding share of Class A Common Stock entitled to one vote. (F) For purposes of this Article II, the following terms shall have the meanings specified with respect thereto below: 5 5 "Affiliated Group" means, separately, (i) the group consisting of Quilvest American Equity, Terbem Limited, TCRI Offshore Partners CV, Bobst Investment Corp., TCR International Partners, LP and their successors in interest and (ii) the group consisting of William Morton and any entity which is wholly owned by William Morton and/or members of his immediate family. "Designated Shares" means the number of shares of Class A Common Stock owned by an Affiliated Group as of an applicable record date; provided any such shares of Class A Common Stock in excess of the Designated Share Number for such Affiliated Group as of such record date shall not be deemed Designated Shares for purposes of determining the votes attributable to the Class B Common Stock as of such record date. "Designated Share Number" means, for an Affiliated Group as of an applicable record date, 888,000 reduced (but not below zero) by the excess, if any, of (i) the largest number of Long Term Held Shares owned by such Affiliated Group at any time from and after the Effective Time to and including such record date, over (ii) the number of shares of Class A Common Stock owned by such Affiliated Group as of such record date. "Long Term Held Shares" mean shares of Class A Common Stock owned by an Affiliated Group for more than two years (taking into account for this purpose the time of ownership of stock which was exchanged in one or more tax-free reorganizations of Class A Common Stock). All the shares of Class A Common Stock owned by, or issued to, each Affiliated Group at the time of the initial issuance of shares of Class B Common Stock to such Affiliated Group are Long Term Held Shares. "owned" means record ownership by, or ownership by a nominee on the sole behalf of, a member of an Affiliated Group. For purposes of all of the preceding definitions, all the numbers (including the number 888,000 in the definition of Designated Share Number) shall be adjusted proportionately for any stock splits, stock dividends or combinations between the Effective Date and the applicable record date. 2.3 CONVERSION. (A) The Class A Common Stock shall not be convertible into shares of Class B Common Stock or any other securities of the Corporation. (B) Each share of Class B Common Stock shall be convertible, at the option of its holder, into one (1) fully paid and non-assessable share of Class A Common Stock. (C) Each share of Class B Common Stock shall convert automatically and without further action into one (1) fully paid and non-assessable share of Class A Common Stock upon the earlier of (i) the transfer of such share, whether by sale, 6 6 assignment, gift, bequest, appointment, operation of law or otherwise, except in the case of a transfer of Class B Common Stock to another member of the holder's Affiliated Group, or (ii) ten years after the Effective Date. Upon any transfer to another member of the Affiliated Group, such transferee shall notify the Corporation and provide the Corporation with such information as the Corporation may reasonably request to enable it to determine whether the transferee is a member of the Affiliated Group. In the event of any dispute as to the status of the transferee, a majority of the entire Board of Directors shall, in good faith, decide such status and such decision shall be final. (D) The conversion rights, if any, of shares of the Preferred Stock shall be as provided by the Board of Directors pursuant to SECTION 2.1(B). (E) The Corporation shall at all times reserve and keep available, solely for the purpose of issuance upon conversion, such number of shares of Class A Common Stock (or other securities) as may be issuable upon the conversion of all outstanding shares of Class B Common Stock and Preferred Stock, if applicable. 2.4 CONVERSION PROCEDURE. (A) (i) Each voluntary conversion of shares of Class B Common Stock or Preferred Stock, if applicable, into shares of Class A Common Stock pursuant to SECTION 2.3(B), shall be effected by the surrender of the certificate or certificates representing the shares to be converted, duly endorsed in blank or accompanied by proper instruments of transfer, at the principal office of the Corporation or, at the Corporation's election, at the office of the Corporation's designated transfer agent at any time during normal business hours, together with a written notice by the holder thereof stating that such holder desires to convert such shares, or a stated number of shares, represented by such certificate or certificates into Class A Common Stock. (ii) Such conversion shall be deemed to have been effected on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class B Common Stock or Preferred Stock, if applicable, as such holder shall cease and the person or persons in whose name or names the certificate or certificates for shares of Class A Common Stock are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common Stock represented thereby. Promptly after such surrender and the receipt of such written notice, the Corporation will issue and deliver in accordance with the surrendering holder's instructions (a) the certificate or certificates for the Class A Common Stock issuable upon such conversion and (b) a certificate representing any Class B Common Stock or Preferred Stock, if applicable, which was represented by the certificate or certificates delivered to the Corporation in connection with such conversion, but which was not converted. 7 7 (B) (i) Promptly upon the occurrence of an event causing the automatic conversion of shares of Class B Common Stock into shares of Class A Common Stock pursuant to SECTION 2.3(C), the holder of such shares shall surrender the certificate or certificates therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation, or of any transfer agent for the Class A Common Stock, and shall give written notice to the Corporation, at such office: (a) stating that the shares are being converted pursuant to SECTION 2.3(C), (b) specifying the event giving rise to such conversion, (c) identifying the number of shares of Class B Common Stock being converted, and (d) setting out the name or names (with addresses) and denominations in which the certificate or certificates for shares of Class A Common Stock shall be issued and shall include instructions for delivery thereof. Delivery of such notice together with the certificates representing the shares of Class B Common Stock shall obligate the Corporation to issue such shares of Class A Common Stock, subject to SECTION 2.3(C). Thereupon, the Corporation or its transfer agent shall promptly issue and deliver at such stated address to such holder or to the transferee of such shares of Class B Common Stock a certificate or certificates for the number of shares of Class A Common Stock to which such holder or transferee is entitled, registered in the name of such holder, the designee of such holder or transferee as specified in such notice. (ii) To the extent permitted by law, conversion pursuant to an event giving rise to automatic conversion of shares of Class B Common Stock pursuant to SECTION 2.3(C) shall be deemed to have been effected as of the date on which such event occurred (such time being referred to herein as the A Conversion Time). The Person (as defined below) entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Class A Common Stock at and as of the Conversion Time, and the right of such Person as the holder of shares of Class B Common Stock shall cease and terminate as of the Conversion Time, in each case without regard to any failure by the holder to deliver the certificates or the notice required by SECTION 2.4(B)(i). For purposes of these Articles of Incorporation, the term A Person shall mean any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated association or government or any agency or political subdivision thereof. (C) The issuance of certificates for shares of Class A Common Stock upon voluntary or automatic conversion pursuant to SECTION 2.3 shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common Stock. (D) The Corporation shall not close its books against the transfer of Class B Common Stock or Preferred Stock, if applicable, or of Class A Common Stock issued or issuable upon conversion of Class B Common Stock in any manner which would interfere with the timely conversion thereof. 8 8 2.5 DIVIDENDS; DISTRIBUTIONS. (A) Holders of the Common Stock shall be entitled to share ratably as a single class (i.e., an equal amount of cash or property for each share of Common Stock) in all dividends and other distributions of cash, property or shares of capital stock of the Corporation (other than stock dividends of Common Stock), other securities of the Corporation or any other Person or any other right or property as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. (B) Dividends or other distributions payable in capital stock of the Corporation, including distributions pursuant to stock splits or divisions of capital stock of the Corporation, may be paid in shares of Common Stock, but shares of Class A Common Stock may be paid only to holders of Class A Common Stock, and shares of Class B Common Stock may be paid only to holders of Class B Common Stock, and the same number of such shares shall be paid in respect of each outstanding share of Common Stock. (C) If the Corporation in any manner subdivides, combines or reclassifies the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be proportionately subdivided, combined or reclassified so that the number of shares of each of the classes of Common Stock outstanding immediately following such subdivision, combination or reclassification shall bear the same relationship to the number of shares of such classes outstanding immediately prior to such combination, subdivision or reclassification. 2.6 CONSIDERATION ON MERGER, CONSOLIDATION, ETC. In any merger, consolidation or business combination, the consideration to be received per share by the holders of Class A Common Stock and Class B Common Stock must be identical for each class of stock, except that in any such transaction in which shares of common stock are to be distributed, such shares may differ as to voting rights to the extent that voting rights now differ among the Class A Common Stock and the Class B Common Stock. 2.7 LIQUIDATION; DISSOLUTION. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, and the payment of any liquidation preference with respect to any other class of capital stock of the Corporation which has a liquidation preference over the Common Stock,the remaining assets and funds of the Corporation shall be divided among and paid ratably to the holders of Common Stock as a single class (i.e., an equal amount of assets for each share of Common Stock). B. A new Article XI, as set forth below in full, shall be added immediately following Article X of the Corporation's Articles of Incorporation: 9 9 XI 11.1 RIGHT TO AMEND ARTICLES OF INCORPORATION. Except as provided in Section 11.2, the Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by the Code, and all rights conferred upon the shareholders herein are granted subject to this reservation. 11.2 CLASS A AND CLASS B VOTING POWER. Neither the Articles of Incorporation nor the Bylaws of the Corporation shall hereafter be amended to change, modify or limit the voting provisions with respect to Class A Common Stock or Class B Common Stock in any manner that would adversely affect thevoting rights of the holders of Class A Common Stock or Class B Common Stock set forth in SECTION 2.2, without the consent of a majority of the holders of the potentially affected class of Common Stock voting as a single voting group with each such share entitled to one vote; provided, however,that upon the occurrence of the Final Class B Date, these provisions shall be deemed to be automatically eliminated. 11.3 RIGHT TO AMEND BYLAWS. Except as otherwise provided in Section 11.2, the Bylaws of the Corporation may be adopted, amended or repealed in the manner now or hereafter prescribed by the Code. IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be executed as of this 19th day of January, 1998. MLX CORPORATION By:/s/ Thomas C. Waggoner ---------------------- Name: Thomas C. Waggoner Title: Chief Executive Officer EX-99.1 3 EX-99.1 1 EXHIBIT 99.1 MLX CORP. COMPLETES MERGER WITH MORTON METALCRAFT HOLDINGS; COMBINED COMPANY KNOWN AS MORTON INDUSTRIAL GROUP, INC. NORCROSS, GA and MORTON, IL - JANUARY 21, 1998 - MLX Corp. (OTC Electronic Bulletin Board: "MLXR") today announced that its merger with Morton Metalcraft Holding Co. ("Morton Metalcraft") of Morton, Illinois was approved at a special meeting of MLX shareholders. The combined company will be known as Morton Industrial Group, Inc. ("Morton" or the "Company"). The Company has applied for the listing of its common stock on the Nasdaq SmallCap Market. William D. Morton, Chairman, President and Chief Executive Officer of Morton Industrial Group, Inc., stated: "With the merger of Morton Metalcraft and MLX Corp., the building blocks to support the successful execution of our long term growth strategy are in place. We desire to be the best contract manufacturer serving the industrial equipment marketplace. During 1998 and beyond, we anticipate gaining additional market share from our customers and will be positioned for external growth from synergistic acquisitions. Alfred R. Glancy III, Chairman of the Board of Directors of MLX Corp., commented: "Since the sale of its last business in June, 1995, MLX has been seeking an appropriate acquisition that would use its attractive line-up of strategic assets; its federal tax loss carryforward, its cash resources and its public listing. By combining the liquid financial resources of MLX, Inc. with the management objectives of Morton Metalcraft Holding Co., we believe that the new corporation, Morton Industrial Group, is now positioned to attain greater capacity, specialized skills, critical mass and access to new markets which should result in significant long-term value to our shareholders." The merger transaction involved a combination of the payment of cash and the issuance of two classes of common stock to Morton's shareholders. With the completion of the transaction, Mr. William D. Morton now owns a controlling interest in the combined company and he and the Morton management group are continuing in their current executive positions. Morton Metalcraft is a supplier of high-quality fabricated sheet metal components and subassemblies for the off-highway construction, agricultural and industrial equipment markets with annual revenues of approximately $80 million. It provides large original equipment manufacturers (OEMs) with a wide range of products and services in the areas of fabrication, composites, machining and electronics. Over a five-year period, from 1993 to 1997, Morton Metalcraft's sales have grown at an average annual compounded rate of approximately 25 percent. MLX Corp. based in Norcross, Georgia, is a holding company with no current operating businesses, total assets of approximately $38 million, available cash exceeding $36 million and federal tax loss carry-forwards of approximately $135 million, after December 31, 1997, which expire unevenly through the year 2007. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT of 1995: The statements in this release that relate to future plans, expectations, events, performance and the like are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements due to a variety of factors, including those set forth in the Company's reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission. EX-99.2 4 EX-99.2 1 EXHIBIT 99.2 MORTON INDUSTRIAL GROUP, INC. CHANGES STOCK SYMBOL TO MGRP FROM MLXR MORTON, IL - JANUARY 28, 1998 - Morton Industrial Group, Inc. today announced that its common stock will begin trading under the new symbol MGRP on the OTC Electronic Bulletin Board effective immediately. The common stock formerly traded under the symbol MLXR. Morton Industrial Group, Inc. ("Morton" or the "Company") is a supplier of high-quality fabricated sheet metal components and subassemblies for the off-highway construction, agricultural and industrial equipment markets with annual revenues of approximately $80 million. It provides large original equipment manufacturers (OEMs) with a wide range of products and services in the areas of fabrication, composites, machining and electronics. Over a five-year period, from 1993 to 1997, Morton's sales have grown at an average annual compounded rate of approximately 25 percent. The Company has applied for the listing of its common stock on the Nasdaq Small Cap Market. -----END PRIVACY-ENHANCED MESSAGE-----