SC 13D

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.      )*

MORTON INDUSTRIAL GROUP, INC.

(Name of Issuer)

Class A Common Stock, $.01 par value

(Title of Class of Securities)

619328 10 7

(Cusip Number)

Mark W. Mealy
301 S. College Street
Fourth Floor - NC- 8905
Charlotte, NC 28288-8905
(704) 715-6019

with a copy to:

Sean M. Jones
Kennedy Covington Lobdell & Hickman, L.L.P.
214 North Tryon Street
47th Floor
Charlotte, North Carolina 28202
(704) 331-7400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 27, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 619328 10 7					Page 2 of 8
	1.	Name of Reporting Person: Mark W. Mealy			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	x
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 1,021,678
			9.	Sole Dispositive Power: 1,135,813
			10.	Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,135,813
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 24.8%
	14.	Type of Reporting Person (See Instructions): IN

Item 1. Security and Issuer.

     The class of equity securities to which this statement relates is the Class A Common Stock, $0.01 par value (the “Common Stock”) of Morton Industrial Group, Inc. (the “Company”). The address of the principal executive office of the Company is 1021 W. Birchwood, Morton, Illinois 61550.

Item 2. Identity and Background.

     (a)  This statement is being filed by Mark W. Mealy (the “Reporting Person”).

     (b)  The business address for the Reporting Person is 301 S. College Street, Fourth Floor – NC – 8905, Charlotte, NC 28288-8905.

     (c)  Mr. Mealy’s principal occupation is serving as Managing Director and as the head of Mergers and Acquisitions for Wachovia Securities, LLC. Mr. Mealy currently serves as a member of the Company’s Board of Directors.

     (d)  During the last five years, Mr. Mealy has not been convicted in a criminal proceeding (excluding traffic violations).

     (e)  During the last five years, Mr. Mealy has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

     (f)  Mr. Mealy is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

     Mr. Mealy acquired the securities of the Company to which this Schedule 13D relates at various times between March 20, 1995 and August 27, 2003.

     On August 27, 2003, Mr. Mealy acquired 921,678 shares of Common Stock and 100,000 shares of the Company’s Class B Common Stock (the “Class B Common Stock”) from entities controlled by or affiliated with Three Cities Holdings Limited. In accordance with the Company’s Articles of Incorporation, immediately upon Mr. Mealy’s acquisition of the 100,000 shares of Class B Common Stock, such shares automatically converted to shares of Common Stock.

     Mr. Mealy also holds options to purchase 6,667 shares of Common Stock. Such amount excludes options to purchase an additional 88,333 shares of Common Stock which Mr. Mealy does not currently have the right to exercise or that he does not have the right to exercise in the next 60 days. In addition, Mr. Mealy may be deemed to hold 3,895 shares of Common Stock (the “Director Compensation Shares”) pursuant to a director compensation plan. Under such

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plan, the Company holds such shares in an account, and such shares will be issued to Mr. Mealy upon his retirement from the Company’s Board or upon his termination of service as a director.

     Mr. Mealy acquired all shares of Common Stock and Class B Common Stock that he currently owns, other than the options described above, using personal funds. Mr. Mealy received the options and the Director Compensation Shares described above from the Company in connection with his service as a member of the Company’s Board of Directors.

Item 4. Purpose of Transaction.

     Mr. Mealy has acquired securities of the Company for investment purposes and may acquire additional shares for this purpose or dispose of such shares depending upon market conditions, personal objectives and other factors and conditions.

     Except as otherwise described herein, Mr. Mealy currently has no plans or proposals that relate to or would result in:

     (a)  the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

     (b)  an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

     (c)  a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

     (d)  any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

     (e)  any material change in the present capitalization or dividend policy of the Company;

     (f)  any other material change in the Company’s business or corporate structure;

     (g)  changes in the Company’s certificate of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

     (h)  causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

     (i)  a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

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     (j)  any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

     (a)  As of the date hereof, Mr. Mealy owns, of record and beneficially, 1,135,813 shares of Common Stock, representing approximately 24.8% of the total outstanding shares of Common Stock. Such amount includes options to purchase 6,667 shares of Common Stock that Mr. Mealy currently has the right to exercise and the 3,895 Director Compensation Shares issuable to Mr. Mealy upon the termination of his service from the Board.

     (b)  Mr. Mealy has sole power to dispose or to direct the disposition of all 1,135,813 shares of Common Stock (including options to purchase 6,667 shares of Common Stock) that he owns.

     Mr. Mealy holds no voting power with respect to 114,135 shares of Common Stock that he owns. The sole voting power with respect to such shares is held by William D. Morton pursuant to the terms of a Voting Agreement described in Item 6 below. Such number includes shares subject to options discussed above and the Director Compensation Shares.

     Mr. Mealy has shared voting power with respect to the remaining 1,021,678 shares of Common Stock that he owns. Mr. Mealy shares voting power with respect to such shares with Mr. Morton pursuant to the terms of a Shareholders Agreement described in Item 6 below.

     Mr. Morton has previously filed and from time to time amended a Schedule 13D reflecting his ownership in the Company. Based on Amendment No. 1 to such filing, Mr. Mealy can provide the information set forth below regarding Mr. Morton. All such information is to the best of Mr. Mealy’s knowledge.

     William D. Morton is the Chairman and Chief Executive Officer of the Company. Mr. Morton’s business address is 1021 West Birchwood, Morton, Illinois 61550. During the past five years, Mr. Morton has not been convicted in a criminal proceeding (other than traffic violations or similar misdemeanors), nor has Mr. Morton been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction with the result of such proceeding being that Mr. Morton is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. Mr. Morton is a citizen of the United States.

     (c)  On August 27, 2003, Mr. Mealy purchased 921,678 shares of Common Stock and 100,000 shares of Class B Common Stock from three entities that are controlled by, or affiliated with, Three Cities Holdings Limited: TCRI Liquidating, L.L.C., Societe Internationale de Finance and Quilvest American Equity, Ltd. Mr. Mealy purchased such shares for a price of $0.35 per share, for a total of $357,587.30. Mr. Mealy purchased such shares pursuant to a stock purchase agreement with the three selling entities. Immediately upon his purchase of the 100,000 shares of Class B Common Stock, such shares automatically converted to shares of Common Stock. Other than as described in this Item 5(c), Mr. Mealy has not effected any transactions in the Company’s Common Stock or Class B Common Stock during the past 60 days.

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     (d)  No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock and Class B Common Stock owned by Mr. Mealy.

     (e)  Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

     On January 20, 1998, Mr. Mealy and several other individuals entered into a Voting Agreement with Mr. Morton (the “Voting Agreement”). The other individuals, including Fred W. Broling, Daryl R. Lindemann, Brian L Geiger, Brian R. Doolittle, David M. Stratton and Robert J. Janeczko, were either directors or executive officers of the Company. Pursuant to the Voting Agreement, Mr. Mealy and such other individuals granted to Mr. Morton an irrevocable proxy to vote all shares of Common Stock and Class B Common Stock owned by them either at the time of entering into the Voting Agreement or thereafter on all matters submitted to a vote of the Company’s shareholders. The proxy granted pursuant to the Voting Agreement has a ten year term expiring on January 20, 2008, but will terminate earlier upon (a) Mr. Morton’s death or disability, (b) Mr. Morton’s termination of his employment with the Company (other than a Constructive Termination as defined in the employment agreement between the Company and Mr. Morton) and (c) the Company’s termination of Mr. Morton’s employment for Cause (as defined in the employment agreement between the Company and Mr. Morton). The Voting Agreement does not convey to Mr. Morton any dispositive power with respect to the shares of Company stock held by Mr. Mealy or the other parties thereto.

     In connection with his purchase of shares from affiliates of Three Cities Holdings Limited on August 27, 2003, Mr. Mealy became a party to a Shareholders Agreement with Mr. Morton (the “Shareholders Agreement”). The affiliates of Three Cities Holdings Limited from which Mr. Mealy purchased shares on August 27, 2003 had previously been parties to the Shareholders Agreement.

     Pursuant to the terms of the Shareholders Agreement, Mr. Mealy has granted Mr. Morton a proxy (the “Proxy”) to vote all shares of Common Stock owned by him. The Proxy covers all matters to be voted upon by the shareholders of the Company except for: (a) the liquidation of the Company; (b) any sale of all, or substantially all, of the assets of the Company; and (c) any merger or consolidation involving the Company, if immediately thereafter, the shareholders of the 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 (i) Mr. Mealy is entitled to vote for any such sale, merger or consolidation described immediately above; (ii) Mr. Morton votes all of his shares in favor of such transaction, (iii) Mr. Mealy fails to vote in favor of such transaction; and (iv) the transaction is not approved by the shareholders of the Company, Mr. Morton may elect to cause Mr. Mealy to purchase all (but not less than all) of the Common Stock and 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

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Shareholders Agreement contains a provision acknowledging the proxy granted pursuant to the Voting Agreement and further providing that, with respect to the 1,021,678 shares that Mr. Mealy purchased from affiliates of Three Cities Holdings Limited, Mr. Morton will vote such shares on the matters set forth in clauses (a) through (c) above as directed by Mr. Mealy.

     The Proxy will terminate upon the earliest of the following events: (a) January 20, 2008; (b) Mr. Morton’s death or disability (each as set forth in the employment agreement between the Company and Mr. Morton); (c) in the event Mr. Morton terminates his employment with the Company (other than a Constructive Termination as defined in the employment agreement between the Company and Mr. Morton); (d) in the event of Mr. Morton’s termination by the Company for Cause (as defined in the employment agreement between the Company and Mr. Morton); or (e) if Mr. Morton’s ownership of Common Stock falls below 1,096,425 shares, including for this purpose shares of Common Stock issuable upon conversion or exercise of any convertible security, option, warrant or subscription or purchase right, as adjusted to reflect stock splits.

     In the event that the Proxy terminates, the Shareholders Agreement requires Mr. Mealy to vote his shares of Class B Common Stock on each matter in the same proportion that all of the shareholders of the Company other than Mr. Morton vote their shares on such matter. However, after the conversion of the 100,000 shares of Class B Common Stock to Common Stock described above, Mr. Mealy currently holds no Class B Common Stock.

     The Shareholders Agreement also places certain limitations on Mr. Mealy’s and Mr. Morton’s ability to transfer their shares or purchase additional shares. The Shareholders Agreement prohibits Mr. Mealy and Mr. Morton from: (a) selling any of their respective shares of Common Stock unless they shall have notified the other party and given the other the opportunity to participate in such sale, (b) transferring any of their respective shares of Class B Common Stock without the consent of the other party and (c) purchasing shares of Common Stock and Class B Common Stock without the consent of the other party. The foregoing limitations will terminate upon the termination of the proxy as described above.

Item 7. Material to be Filed as Exhibits.

Exhibit	Name
99.1	Shareholders Agreement, dated as of October 20, 1997.
99.2	First Amendment to Shareholders Agreement, dated as of August 11, 1999.
99.3	Second Amendment to Shareholders Agreement dated as of August 27, 2003.
99.4	Voting Agreement, dated as of January 20, 1998.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 27, 2003

/s/Mark W. Mealy

Mark W. Mealy

8 EX-99.1 3 c79410exv99w1.htm SHAREHOLDERS AGREEMENT

Exhibit 99.1

EXECUTION COPY

SHAREHOLDERS AGREEMENT

     AGREEMENT, dated as of October 20, 1997, between Terbem Limited, Tinvest Limited, Teribe Limited, TCR International Partners, LP, Mitvest Limited and Bobst Investment Corp. (collectively, the “TCR Group,” each individually, a “TCR Group Member”) and William D. Morton (“Morton”).

     WHEREAS, Morton Metalcraft Holding Co., a Delaware Corporation (“Morton Metalcraft”), and MLX Corp., a Georgia corporation (“MLX”), have entered into an Agreement and Plan of Merger, dated as of October 20, 1997 (the “Merger Agreement”) pursuant to which Morton Metalcraft will be merged with and into MLX (the “Merger”), with MLX being the surviving corporation (hereinafter referred to as the “Corporation”);

     WHEREAS, pursuant to the Merger Agreement, Morton will acquire 1,218,990 shares of the Class A Common Stock, par value $.01 per share, of the Corporation (“Class A Common Stock”) and 100,000 shares of Class B Common Stock, par value $.01 per share, of the Corporation (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock” );

     WHEREAS, pursuant to the Recapitalization, the TCR Group will hold an aggregate of 888,178 shares of the Class A Common Stock and 100,000 shares of Class B Common Stock;

     WHEREAS, the TCR Group and Morton desire to enter into an agreement with respect to certain matters regarding the transfer and voting of certain Shares of Common Stock that will be owned by the TCR Group and Morton upon consummation of the Recapitalization and the Merger.

     NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, the adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

          “Affiliate” of any Person means (i) in the case of any TCR Group Member, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such TCR Group Member, and (ii) in the case of Morton, a member of Morton’s immediate family, which shall include his parents, spouse, children or grandchildren, and spouses of children or grandchildren (“Family Members”), or a trust, corporation or partnership, all of the beneficial interests in which shall be held by Morton or one or more Family Members of Morton; provided, however, that during the period any such trust, corporation, or partnership holds any right, title or interest in any Shares, no Person other than Morton or one or more Family Members of Morton may be or become beneficiaries, stockholders or limited or general partners thereof.

          “Class A Common Stock” has the meaning set forth in the recitals to this Agreement.

          “Class B Common Stock” has the meaning set forth in the recitals to this Agreement.

          “Common Stock” has the meaning set forth in the recitals to this Agreement.

          “Common Stock Equivalents” means any security or obligation which is by its terms convertible into Shares of Common Stock, including, without limitation, any option, warrant or other subscription or purchase right with respect to Class A Common Stock or Class B Common Stock.

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          “Effective Time means the date and time when the Merger Agreement shall become effective (as specified in the Merger Agreement).

          “Employment Agreement” means that certain Employment Agreement, to be executed between Morton and the Corporation as of the Effective Time.

          “Fair Market Value” means with respect to (i) any security traded on a registered securities exchange, the NASDAQ Stock Market, or the over the counter market, the average of the last quoted trade of such security on the twenty (20) consecutive trading days ended one trading day before the date of determination of Fair Market Value (provided that for any such trading day on which such security was not traded, the last quoted trade on the next preceding trading day when such security was traded shall be used in computing such average), and (ii) any other asset, the value as determined by a mutually agreed upon appraiser, which shall be either a nationally recognized accounting firm that is not the certified public accounting firm of any TCR Group Member or Morton, or a nationally recognized investment banking firm.

          “Fully Permitted Number” means, at any time, (i) in the event that the Maximum Sale Number is less than the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates and Morton and his Affiliates, each group’s pro rata share of the Maximum Sale Number, based upon each group’s ownership of outstanding Shares of Class A Common Stock, and (ii) in the event that the Maximum Sale Number is greater than the number of Shares of Class A Common Stock owned by the TCR group and its Affiliates and Morton and his Affiliates (a) in the case of the TCR Group and its Affiliates, the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates at such time and (b) in the case of Morton and his Affiliates, the Maximum Sale Number minus the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates at such time. For purposes of this

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definition, the number of Shares of Class A Common Stock owned by Morton and his Affiliates shall be deemed to be 418,990 Shares less any Shares sold by Morton and his Affiliates after the Effective Time, but not less than zero. Morton and his Affiliates’ Fully Permitted Number may exceed 418,990 pursuant to the terms of this definition.

          “Intention Notice” has the meaning set forth in Section 5.1.2 of this Agreement.

          “Morton Put Right” has the meaning set forth in Section 4.1 of this Agreement.

          “Maximum Sale Number” means, at any time, the maximum number of Shares of Class A Common Stock that can be sold without causing a “change in ownership,” as defined in section 382 of the Internal Revenue Code of 1986, as amended.

          “Permitted Transferee” has the meaning set forth in Section 5.4 of this Agreement.

          “Person,” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization, governmental body or other entity.

          “Proxy Termination Date” has the meaning set forth in Section 3.2 of this Agreement.

          “Put Notice” has the meaning set forth in Section 4.2 of this Agreement.

          “Put Securities” has the meaning set forth in Section 4.1 of this Agreement.

          “Recapitalization” means the recapitalization of MLX as contemplated by Sections 4.4 and 5.10 of the Merger Agreement.

          “Shares” means, with respect to each party, all shares, whether now owned or hereafter acquired, of Class A Common Stock or Class B Common Stock owned by such party

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or its Affiliates, including shares of Common Stock which are issued upon conversion, exercise or exchange of all Common Stock Equivalents.

          “transfer” has the meaning set forth in Section 5 of this Agreement.

          “Transfer Notice” has the meaning set forth in Section 5.1.2 of this Agreement.

          “Transfer Notice Provider” has the meaning set forth in Section 5.1.2 of this Agreement.

          “Transfer Notice Recipient” has the meaning set forth in Section 5.1.2 of this Agreement.

          “1997 Stock Plan” means the 1997 Stock Option Plan whereby a maximum of 1,166,896 shares of Class A Common Stock, par value $.01 per share, of MLX are authorized to be delivered to certain officers, other key employees, directors and consultants by MLX.

     2.     Effective Date; Term. This Agreement shall become effective only upon the consummation of the Merger and shall remain in effect until the Proxy Termination Date.

     3.     Irrevocable Proxy.

          3.1 Grant of Proxy. The TCR Group hereby grants to, and appoints Morton as its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote and/or to act by written consent with respect to all of the Shares of Class A Common Stock and Class B Common Stock owned by the TCR Group and its Affiliates with regard to all matters to be voted upon by the stockholders of the Corporation (including the vote for directors of the corporation), provided that the TCR Group does not grant to or appoint Morton as its irrevocable proxy to vote or act with regard to the following matters: (i) the liquidation of the Corporation; (ii) any sale of all, or substantially all, of the assets of the Corporation; and (iii) any merger or consolidation involving the Corporation, if immediately thereafter stockholders of the Corporation (including

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Morton) before such merger or consolidation do not hold (by ownership of stock, by proxy or otherwise) the power to vote at least 60% of votes entitled to elect the directors of the corporation resulting from such transaction. The proxy hereby granted by the TCR Group is given in consideration of the other mutual covenants herein contained, and as such is coupled with an interest and shall be irrevocable until the occurrence of an event of termination set forth in Section 3.2.

          3.2 Termination of Proxy. The proxy granted to Morton pursuant to Section 3.1 shall terminate and be of no further force or effect upon the earliest to occur of (i) ten years after the Effective Time; (ii) Morton’s death or Disability (as defined in the Employment Agreement); (iii) in the event Morton terminates his employment with the Corporation (other than a Constructive Termination as defined in the Employment Agreement); (iv) in the event of Morton’s termination by the Corporation for Cause (as defined in the Employment Agreement) or (v) in the event that Morton’s ownership of Class A Common Stock falls below 1,096,425 Shares, including for this purpose Shares issuable upon conversion, exercise or exchange of all Common Stock Equivalents, as adjusted to reflect stock splits and similar actions in respect of the Class A Common Stock after the Effective Time (the date of the occurrence of any such event described in clauses (i) through (v) being referred to as the “Proxy Termination Date”).

     4.     Morton Put Right.

          4.1 Exercise. If at any time prior to the Proxy Termination Date (i) the TCR Group is entitled to vote for a transaction described in (ii) and (iii) of the proviso to Section 3.1; (ii) any TCR Group Member or Affiliate fails to vote in favor of any such transaction and (iii) such transaction is not approved by the stockholders of the Corporation, then Morton shall have the right and option (the “Morton Put Right”) to require the TCR Group to purchase all, but not

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less than all, of the Class A Common Stock and Class B Common Stock then owned by Morton and his Affiliates (the “Put Securities”). If Morton shall exercise the Morton Put Right, the TCR Group shall be obligated, jointly and severally, to purchase the Put Securities for a purchase price equal to the Fair Market Value Morton would have received in such proposed transaction for his Class A Common Stock and Class B Common Stock, provided, that in the event that Morton would have retained any or all of the Put Securities in such proposed transaction, the purchase price for such Put Securities shall be equal to the Fair Market Value of such Put Securities.

          4.2 Notice and Duration. Exercise of the Morton Put Right may only be effected by delivering written notice to the TCR Group (the “Put Notice”). The Put Notice shall state the number of Put Securities held by Morton and his Affiliates. Exercise of the Morton Put Right shall be made, if at all, within 20 days after the occurrence of the event giving rise to the Morton Put Right.

          4.3 Closing of Purchase of Put Securities. In any case where Morton exercises the Morton Put Right, the TCR Group shall purchase for cash the Put Securities within 45 days of the delivery of the Put Notice.

          4.4 Termination of Morton Put Right. Morton shall have no right to exercise the Morton Put Right following, and the Morton Put Right shall terminate and be of no further force and effect, on the earliest to occur of (i) the expiration of the 20 day period described in Section 4.2 or (ii) the Proxy Termination Date.

     5.     Restrictions on Transfer and Purchase of Shares. The TCR Group and their Affiliates and Morton and his Affiliates shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or

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otherwise) (each a “transfer”) or purchase any Shares or any right, title or interest therein or thereto, except for transfers and purchases made in compliance with the provisions of this Agreement. Notwithstanding the existence of the proxy contained in Section 3.1, the TCR Group and its Affiliates may transfer Shares pursuant to the terms of this Agreement and any Shares transferred in compliance with the terms of this Agreement shall be free and clear of such proxy.

          5.1 Limitation on Transfer of Class A Common Stock.

               5.1.1 For three (3) years after the Effective Time, neither the TCR Group, Morton, nor any of their respective Affiliates may transfer any Shares of Class A Common Stock owned as of the Effective Time.

               5.1.2 Commencing three (3) years after the Effective Time, neither Morton, any TCR Group Member nor any of their respective Affiliates may transfer any Shares of Class A Common Stock without complying with the procedures and requirements set forth in this Section 5.1.2. Prior to making any such transfer, Morton or any of his Affiliates, on the one hand, or the TCR Group or any of its Affiliates, on the other hand, shall provide written notice (the “Transfer Notice” and such party providing the Transfer Notice together with its Affiliates being referred to herein as the “Transfer Notice Provider”) to the other party (together with its Affiliates the “Transfer Notice Recipient”) of the Transfer Notice Provider’s intention to make such transfer, which notice shall state the number of Shares proposed to be transferred, which number may be up to the Transfer Notice Provider’s Fully Permitted Number. Within fifteen (15) days of the delivery of such Transfer Notice, the Transfer Notice Recipient shall deliver written notice (the “Intention Notice”) to the Transfer Notice Provider, which notice shall state one of the following: (i) that the Transfer Notice Recipient does not intend to sell any Shares of

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Class A Common Stock or (ii) that the Transfer Notice Recipient intends to sell Shares of Class A Common Stock and the number of Shares such party intends to sell, which number may be up to the Transfer Notice Recipient’s Fully Permitted Number. In the event that the Intention Notice contains the information contained in clause (i) above or in the event that no Intention Notice is provided, the Transfer Notice Provider may sell Shares of Class A Common Stock in any amount up to the Transfer Notice Provider’s Fully Permitted Number, provided that such transfer shall be made within sixty (60) days from the earlier of (a) the date on which the Intention Notice is provided or (b) fifteen (15) days from the date the Transfer Notice is provided. In the event that the Intention Notice contains the information contained in clause (ii) above, the Transfer Notice Provider and the Transfer Notice Recipient may transfer Shares of Class A Common Stock in an amount up to their respective Fully Permitted Numbers, provided that such transfer shall be made within sixty (60) days from the earlier of (a) the date on which the Intention Notice is provided or (b) fifteen (15) days from the date the Transfer Notice is provided. Any attempt to transfer any Shares in violation of this Section 5.1.2 shall be null and void ab initio and the Corporation shall not register any such transfer. Nothing contained within this Section 5.1.2 shall be deemed to affect the obligations of Morton, any TCR Group Member or any of their respective Affiliates to comply with any conditions or requirements set forth in the Articles of Incorporation of the Corporation, including any requirement to obtain any approval of the Board of Directors of the Corporation, any other documents of corporate governance, any other contract or agreement, or any applicable federal or state securities laws.

          5.2 Limitation on Transfer of Class B Common Stock. Neither the TCR Group, Morton, nor any of their respective Affiliates may transfer any Shares of Class B Common Stock owned as of the Effective Time or convert any Shares of Class B Common Stock

9

owned as of the Effective Time into Shares of Class A Common Stock pursuant to Section 2.3 of the Articles of Amendment of the Articles of Incorporation of MLX until the earlier of (i) ten (10) years after the Effective Time or (ii) the Proxy Termination Date.

          5.3 Limitation on Purchase of Shares. Neither the TCR Group or any of its Affiliates, on the one hand, nor Morton or any of his Affiliates, on the other hand, shall purchase additional Shares of Class A Common Stock or Class B Common Stock after the Effective Time without the approval of Morton or the TCR Group, respectively, and of the Board of Directors of the Corporation, provided that this limitation shall not apply to the purchase of Shares of Class A Common Stock by Morton and his Affiliates pursuant to Common Stock Equivalents owned by Morton immediately after the Merger or issued to Morton pursuant to the 1997 Stock Plan.

          5.4 Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, but subject to this Section 5.4 and Section 5.5, at any time, any TCR Group Member or Morton or their respective Affiliates may transfer all or a portion of its Shares to any other TCR Group Member or to Morton or their respective Affiliates (each, a “Permitted Transferee”) and Morton and his Affiliates may transfer their Shares pursuant to Section 4.1.

          5.5 Permitted Transfer Procedures. If any member of the TCR Group or Morton or any of their respective Affiliates wishes to transfer Shares to a Permitted Transferee under Section 5.4, such party shall give written notice to the other party of its intention to make any such transfer not less than ten (10) days prior to effecting such transfer, which notice shall state the name and address of each Permitted Transferee to whom such transfer is proposed and the number of Shares proposed to be transferred to such Permitted Transferee; provided that the Permitted Transferee shall have assumed in writing all of the obligations of his transferor

10

imposed by this Agreement and shall have agreed to be bound by each of the terms and provisions of this Agreement to which such transferor was bound.

     6.     Miscellaneous.

          6.1 Waiver of Compliance; Consents. Any failure of the TCR Group or its Affiliates, on the one hand, or Morton or his Affiliates, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Morton or the TCR Group, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 6.1.

          6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by facsimile or telegram or on the next business day when sent by overnight courier or on the second succeeding business day when sent by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice);

          (i) if to the TCR Group and its Affiliates, to

Three Cities Research, Inc.
135 East 57th Street
New York, NY 10022
Attention: W. Robert Wright
Telecopy: (212) 980-1142

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          with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Robert M. Hirsh, Esq.
Telecopy: (212) 757-3990

          and

          (ii) if to William Morton and his Affiliates, to

Morton Metalcraft Holding Co.
1021 West Birchwood
Morton, Illinois 61550
Attention: William D. Morton

          with a copy to

Husch & Eppenberger
101 S.W. Adams Street, Suite 800
Peoria, Illinois 61602-1335
Attention: Gene Petersen
Telecopy: (309) 637-4928

          6.3 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. This Agreement is not intended to confer upon any other person except the parties hereto any rights or remedies hereunder.

          6.4 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.

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          6.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          6.6 Headings. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

          6.7 Entire Agreement. This Agreement and the documents or instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and the understandings between the parties with respect to such subject matter.

          6.8 Specific Performance. The parties hereto intend that each of the parties have the right to seek damages or specific performance in the event that any other party hereto fails to perform such party’s obligations hereunder. Therefore, if any party shall institute any action or proceeding to enforce the provisions hereof, any party against whom such action or proceeding is brought hereby waives any claim or defense therein that the plaintiff party has an adequate remedy at law.

          6.9 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such instruments and take such action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

/s/ William D. Morton
William D. Morton
TERBEM LIMITED
By:	/s/ W. Robert Wright
	Name:	W. Robert Wright
	Title:	Attorney-in-Fact
TINVEST LIMITED
By:	/s/ W. Robert Wright
	Name:	W. Robert Wright
	Title:	Attorney-in-Fact
TERIBE LIMITED
By:	/s/ W. Robert Wright
	Name:	W. Robert Wright
	Title:	Attorney-in-Fact

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TCR INTERNATIONAL PARTNERS, L.P.
By:	Three Cities Research, Inc. its general partner
	By:	Willem de Vogel
		Name:	Willem de Vogel
		Title:	President
MITVEST LIMITED
By:	/s/ W. Robert Wright
	Name:	W. Robert Wright
	Title:	Attorney-in-Fact
BOBST INVESTMENT CORP.
By:	/s/ W. Robert Wright
	Name:	W. Robert Wright
	Title:	Attorney-in-Fact

15 EX-99.2 4 c79410exv99w2.htm 1ST AMENDMENT TO SHAREHOLDERS AGREEMENT

Exhibit 99.2

FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT

     THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT is dated as of August 11, 1999 between Terbem Limited, TCRI Offshore Partners, CV (successor to Tinvest Limited and Mitvest Limited), Quilvest American Equity, Ltd. (formerly Teribe Limited), TCR International Partners, LP, and Bobst Investment Corp. (collectively the “TCR Group,”, each individually, a “TCR Group Member”) and William D. Morton (“Morton”).

     WHEREAS, the TCR Group and Morton are shareholders in Morton Industrial Group, Inc. (formerly MLX Corp) a Georgia corporation, and are parties to a Shareholders Agreement dated as of October 20, 1997 (the “Shareholders Agreement”); and

     WHEREAS, the parties now desire to amend the Shareholders Agreement;

     NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Section 1 of the Shareholders Agreement is hereby amended by adding the following definition:

     “Non-Morton Class A Common Stock,” means, at any time, all of the issued and outstanding Class A Common Stock of the Corporation which is not owned by Morton or an Affiliate of Morton.

     2.     The Shareholders Agreement is hereby amended by adding thereto a new Section 3.3 as follows:

     “3.3 Voting of Class B Common Stock Owned by the TCR Group in the Event of the Termination of Proxy. In the event that the proxy granted to Morton pursuant to Section 3.1 shall terminate pursuant to Section 3.2 for any reason, the TCR Group agrees, jointly and severally, that so long as their ownership of Class B Common Stock continues, they will vote all shares of Class B Common Stock owned by the TCR Group and its Affiliates on all matters submitted to the vote of the shareholders on a pro rata basis consistent with the votes cast by all Non-Morton Class A Common Stockholders on-such matter. (As an example, if the votes cast by all Non-Morton Class A Common Stockholders on a proposition has been cast 56% in favor of the proposition and 44% in opposition to the proposition, then the TCR Group will cast 56% of the votes of such Class B Common Stock in favor of such proposition and 44% of the votes of such Class B Common Stock against the proposition.).

     3.     Except as herein modified, the parties do hereby ratify and confirm the Shareholders Agreement.

Terbem Limited		TCRI Offshore Partners, CV
By	/s/ W. Robert Wright	By	/s/ J. William Uhrig
	Its Attorney-in-Fact		Its General Partner
Quilvest American Equity, Ltd.		TCR International Partners, LP
By	/s/ W. Robert Wright	By	/s/ W. Robert Wright
	Its Attorney-in-Fact		Its Attorney-in-Fact
Bobst Investment Corp.
By	/s/ W. Robert Wright		/s/ William D. Morton
	Its Attorney-in-Fact		William D. Morton

2 EX-99.3 5 c79410exv99w3.htm 2ND AMENDMENT TO SHAREHOLDERS AGREEMENT

Exhibit 99.3

Execution Version

SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT

     THIS SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT is dated as of August 27, 2003 between TCRI Liquidating, L.L.C. (as successor to Terbem Limited, TCR International Partners, LP, Bobst Investment Corp., and TCRI Offshore Partners, CV (as successor to Tinvest Limited and Mitvest Limited)), Quilvest American Equity, Ltd. (formerly Teribe Limited and also known as Quilvest American Equity, Ltd. Can) and Societe Internationale de Finance (collectively the “TCR Group,”, each individually, a “TCR Group Member”), William D. Morton (“Morton”) and Mark W. Mealy (“Mealy”).

     WHEREAS, the TCR Group and Morton are shareholders in Morton Industrial Group, Inc. (formerly MLX Corp) a Georgia corporation (the “Corporation”), and are parties to a Shareholders Agreement dated as of October 20, 1997, as amended by First Amendment to Shareholders Agreement dated as of August 11, 1999 (together the “Shareholders Agreement”); and

     WHEREAS, the TCR Group owns 921,678 shares of the Class A Common Stock of the Corporation and 100,000 shares of the Class B Common Stock of the Corporation (together the “TCR Group Stock”); and

     WHEREAS, the TCR Group has proposed to sell all the TCR Group Stock to Mealy and Mealy has proposed to purchase the TCR Group Stock (the “Mealy Transfer”); and

     WHEREAS, Morton is willing to consent to the Mealy Transfer provided that Mealy becomes a party to the Shareholders Agreement and assumes all of the rights and obligations of the TCR Group under the Shareholders Agreement; and

     WHEREAS, the parties also desire to amend the Shareholders Agreement;

     NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Defined Terms. Except as otherwise defined in this Amendment, all capitalized terms used in this Amendment shall have the meanings set forth in the Shareholders Agreement.

     2.     Consent of Morton to the Mealy Transfer. Subject to the conditions hereinafter provided: (i) Morton hereby waives the requirement of the delivery of a Transfer Notice to Morton pursuant to Section 5.1.2 of the Shareholders Agreement in connection with the Mealy

Transfer and consents and agrees to the transfer of all of the TCR Group’s Class A Common Stock to Mealy; (ii) notwithstanding the prohibition on the transfer of the TCR Group’s Class B Common Stock found in Section 5.2 of the Shareholders Agreement, Morton hereby consents and agrees to the transfer of the Class B Common Stock of the TCR Group to Mealy and Morton, Mealy and the TCR Group do hereby agree that Section 5.2 of the Shareholders Agreement is hereby amended to permit the Mealy Transfer; and (iii) Morton hereby consents to TCR’s assignment of the Shareholders Agreement and all of its rights and obligations thereunder to Mealy pursuant to Section 6.3 of the Shareholders Agreement. Furthermore, Morton hereby acknowledges that TCRI Liquidating, L.L.C., Terbem Limited, Tinvest Limited, TCR International Partners, LP, Mitvest Limited, Bobst Investment Corp., TCRI Offshore Partners, CV, Quilvest American Equity, Ltd. (formerly Teribe Limited and also known as Quilvest American Equity Ltd. Can) and Societe Internationale de Finance are all “Affiliates” as specified in the Shareholders Agreement, and Morton hereby consents to any transfers of TCR Group Stock that may have occurred among such entities, acknowledges that such transfers are permitted transfers pursuant to Section 5.4 of the Shareholders Agreement and waives any right that he may have had pursuant to Section 5.5 of the Shareholders Agreement in connection with any such transfer. Morton further acknowledges that TCR Group Members or their Affiliates may have purchased additional shares of Company stock without the approvals required by Section 5.3 of the Agreement, and Morton hereby consents to such purchases and waives any right that he may have had pursuant to Section 5.3 of the Shareholders Agreement in connection with any such purchase. The parties further acknowledge that the conversion of the 100,000 shares of Class B Common Stock into 100,000 shares of Class A Common Stock when acquired by Mealy does not violate Section 5.2 of the Shareholders Agreement.

     3.     Assignment of Shareholders Agreement by the TCR Group. Effective as of the date and time of the Mealy Transfer (the “Effective Date”), the TCR Group does hereby assign the Shareholders Agreement and all rights of the TCR Group under the Shareholders Agreement to Mealy and hereby consents to the assumption by Mealy of all of the TCR Group’s obligations thereunder.

     4.     Acceptance by Mealy. Effective as of the Effective Date, Mealy does hereby become a party to and bound by the terms and provisions of the Shareholders Agreement and assumes all of the TCR Group’s obligations under the Shareholders Agreement. Specifically,

2

but without limitation, Mealy agrees that, as of the Effective Date, (i) Mealy hereby grants to and appoints Morton as his irrevocable proxy and attorney-in-fact pursuant to Section 3 of the Shareholders Agreement and agrees that, notwithstanding the provisions of Section 5 of the Shareholders Agreement, all of the TCR Group Stock acquired by Mealy shall remain subject to such proxy; (ii) grants Morton the Morton Put Right set forth in Section 4 of the Shareholders Agreement; and (iii) agrees that all of the restrictions on the transfer and purchase of the Class A Common Stock and the Class B Common Stock which bound the TCR Group as set forth in Section 5 of the Shareholders Agreement shall be binding on Mealy. Morton hereby confirms that Mealy shall assume all of the rights of the TCR Group under the Shareholders Agreement, including without limitation, the right to enforce all of the restrictions on the transfer and purchase of the Class A Common Stock and the Class B Common Stock which bind Morton as set forth in Section 5 of the Shareholders Agreement, which restrictions shall continue to be binding on Morton on and after the Effective Date.

     5.     Other Amendments. Effective with the Effective Date, the parties do hereby amend the Shareholders Agreement in the following respects:

     A. The definition of “Affiliate” as set forth in Section 1 is hereby deleted and the following substituted therefor:

     "'Affiliate’ of any Person means a member of such Person’s immediate family, which shall include such Person’s parents, spouse, children or grandchildren, and spouses of children and grandchildren (“Family Members”), or a trust, corporation or partnership, all of the beneficial interests in which are held by such Person or by one of such Person’s Family Members; provided, however, that during the period any such trust, corporation or partnership holds any right, title or interest in any Shares, no Person other than such Person or one or more Family Members of such Person may be or become beneficiaries, stockholders or limited or general partners thereof.”

     B. The definition of “Effective Time” as set forth in Section 1 is hereby deleted and the following substituted therefor:

     “Effective Time” means January 20, 1998.

     C. The first sentence of Section 4.1 is hereby deleted and the following substituted therefor:

     “4.1 Exercise. If at any time prior to the Proxy Termination Date, (i) Mealy is entitled to vote for a transaction described in (ii) and (iii) of the proviso

3

to Section 3.1, (ii) Mealy fails to vote in favor of any such transaction, (iii) Morton and his Affiliates vote all of their shares of the Common Stock and other shares of the Corporation’s capital stock in favor of such transaction, and (iv) such transaction is not approved by the stockholders of the Corporation, then Morton shall have the right and option (the “Morton Put Right”) to require Mealy to purchase all, but not less than all, of the Class A Common Stock and Class B Common Stock then owned by Morton and his Affiliates (the “Put Securities”).”

     D. Section 5.1.1 is hereby deleted and the following new Section 5.1.1 added thereto:

     “5.1.1 Intentionally omitted.”

     E. Section 6.2 is hereby amended by adding thereto the following:

     "(iii) if to Mealy and his Affiliates, to

Mark W. Mealy
Wachovia Securities, Inc.
301 S. College Street
Fourth Floor – NC-8095
Charlotte, North Carolina 28288-8905
Telecopy: (704) 715-6083

     with a copy to

Kennedy Covington Lobdell & Hickman, L.L.P.
Hearst Tower
214 N. Tryon Street
Suite 4700
Charlotte, NC 28202
Attention: Sean M. Jones, Esq.
Facsimile: 704-331-7598

     6.     Voting Agreement. Morton and Mealy are also parties to a Voting Agreement dated January 20, 1998 (the “Voting Agreement”) pursuant to which Mealy granted an irrevocable proxy to Morton with the respect to all shares of Class A Common Stock and Class B Common Stock of the Corporation owned or thereafter acquired by Mealy. Mealy and Morton do hereby ratify and confirm the Voting Agreement and agree that all shares of Class A and Class B Common Stock of the Corporation now owned or hereafter acquired by Mealy are and shall be subject to the irrevocable proxy set forth in the Voting Agreement, which irrevocable proxy shall terminate in accordance with the terms of the Voting Agreement. Morton hereby

4

agrees, however, that he shall vote all shares of TCR Group Stock that Mealy acquires pursuant to the Mealy Transfer in a manner consistent with the irrevocable proxy set forth in Section 3.1 of the Shareholders Agreement, such that Morton shall vote all such shares with regard to the following matters in the manner directed by Mealy: (a) the liquidation of the Corporation, (b) any sale of all, or substantially all, of the assets of the Corporation, (c) any merger or consolidation involving the Corporation, if immediately thereafter stockholders of the Corporation (including Morton) before such merger or consolidation do not hold (by ownership of stock, by proxy or otherwise) the power to vote at least 60% of votes entitled to elect the directors of the Corporation resulting from such transaction.

     7.     Ratification and Confirmation. Except as herein amended, the parties do hereby ratify and confirm the Shareholders Agreement.

[Signatures on Next Page]

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TCRI Liquidating, L.L.C., as successor to
	Terbem Limited, Bobst Investment Corp., TCR International Partners, LP, and TCRI Offshore Partners CV
	By:	Three Cities Research, Inc. Managing Member
	By:	/s/ Willem de Vogel
		Willem de Vogel President

SOCIETE INTERNATIONALE DE FINANCE
By:	/s/ N. Peter Ruys	/s/ Rolf Ehlers
Name:	N. Peter Ruys	Rolf Ehlers
Title:	CEO	CIO

QUILVEST AMERICAN EQUITY, LTD.
By:	/s/ N. Peter Ruys
Name:	N. Peter Ruys
Title:	Secretary

/s/ William D. Morton

William D. Morton

/s/ Mark W. Mealy

Mark W. Mealy

EX-99.4 6 c79410exv99w4.htm VOTING AGREEMENT

Exhibit 99.4

VOTING AGREEMENT

     This Voting Agreement is made as of the 20th day of January, 1998 by and between William D. Morton (“Morton”) and Fred W. Broling, Mark W. Mealy, Daryl R. Lindemann, Brian L. Geiger, Brian R. Doolittle, David M. Stratton, and Robert J. Janeczko (collectively referred to as “Other Shareholders”).

Recitals

     WHEREAS, each of Morton and the Other Shareholders own now, or have the right to acquire in the future, shares of Class A Common Stock or shares of Class B Common Stock of Morton Industrial Group, Inc., a Georgia corporation (“Corporation”).

     WHEREAS, the parties desire to enter into an agreement with respect to voting the shares of Common Stock of the Other Shareholders.

Agreements

     NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, the adequacy of which are hereby acknowledged, the parties agree as follows:

     1.     Definitions. As used in this Agreement, the following terms shall have the meaning set forth below:

     “Class A Common Stock” means the shares of Class A Common Stock, par value $0.01 per share, of the Corporation.

     “Class B Common Stock” means the shares of Class B Common Stock, par value $0.01 per share, of the Corporation.

     “Common Stock” means either the Class A Common Stock or the Class B Common Stock of the Corporation.

     “Common Stock Equivalents” means any security or obligation which is by its terms convertible into shares of Common Stock, including without limitation, any option, warrant, or other subscription or purchase right with respect to Class A Common Stock or Class B Common Stock.

     “Effective Time” means the effective date of this Agreement as noted above.

     “Person” means any individual, corporation, -partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization, governmental body or other entity.

     “Shares” mean, with respect to each party, all shares, whether now owned or hereafter acquired, of Class A Common Stock or Class B Common Stock owned by such party, including shares of Common Stock which are issued upon conversion, exercise or exchange of all Common Stock Equivalents.

     “Employment Agreement” means that certain Employment Agreement between Morton and the Corporation effective as of January 20, 1998.

     2.     Effective Dates; Term. This Agreement shall become effective at the Effective Time and shall remain in effect until the Proxy Termination Date.

     3.     Irrevocable Proxy.

          3.1 Grant of Proxy. The Other Shareholders and each of them hereby grant to and appoint Morton as their irrevocable proxy and attorney-in-fact (with full power of substitution) to vote and/or act by written consent with respect to all of the Shares owned by the Other Shareholders (whether now owned or hereafter acquired) with regard to all matters to be voted upon by stockholders of the Corporation (including the vote for directors of the Corporation). The proxy herein granted to Morton by each of the Other Shareholders is coupled with an interest and shall be irrevocable until the Proxy Termination Date.

          3.2 Termination of Proxy. The proxy granted to Morton pursuant to Section 3.1 shall terminate and be of no further force or effect upon the first to occur of (i) ten (10) years after the Effective Time; (ii) Morton’s death or Disability (as defined in the Employment. Agreement); (iii) in the event Morton terminates his employment with the corporation (other than a Constructive Termination as defined in the Employment Agreement) ; or (iv) in the event of Morton’s termination of employment by the Corporation for Cause (as defined in the Employment Agreement). The date of the occurrence of any such event described in clauses (i) through (iv) being referred to herein as the “Proxy Termination Date”.

     4.     Miscellaneous.

          4.1 Waiver of Compliance; Consents. Any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the other party only by written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for waiver of compliance as set forth in this section.

          4.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when given in person, by facsimile, or telegram, or on the next business day when sent by overnight courier or on the second succeeding business day when sent by registered or certified mail (postage prepaid, return receipt requested,) to the respective parties at their last known mailing address.

2

          4.3 Assignment. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and the respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior consent of the other parties. This Agreement is not intended to confer upon any other person except the parties hereto, any rights or remedies hereunder. This Agreement shall be binding upon the transferee of any Shares transferred in any manner by any of the Other Shareholders.

          4.4 Governing Laws. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof or of any other jurisdiction.

          4.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          4.6 Headings. The Article and Section headings contained in this Agreement are solely for the purpose of reference, and are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

          4.7 Entire Agreement. This Agreement and the documents or instruments referred to herein embodies the entire Agreement and understanding of the parties hereto in respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or other undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and the undertakings between the parties with respect to such subject matter hereof.

          4.8 Specific Performance. The parties hereto intend that each of the parties have the right to seek damages or specific performance in the event that any other party hereto fails to perform such party’s obligations hereunder. Therefore,, if any party shall institute any action or proceeding to enforce the provisions hereof, any party against whom such action or proceeding is brought hereby waives any claim or defense therein that the complaining party has an adequate remedy at law.

          4.9 Further Assurances. Each of the parties shall execute such instruments and take such action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

3

Execution

     This Voting Agreement is executed as of the date noted above.

/s/ William D. Morton	/s/ Fred W. Broling
William D. Morton	Fred W. Broling
	/s/ Brian R. Doolittle
	Brian R. Doolittle
	/s/ Brian L. Geiger
	Brian L. Geiger
	/s/ Robert J. Janeczko
	Robert J. Janeczko
	/s/ Daryl R. Lindemann
	Daryl R. Lindemann
	/s/ Mark W. Mealy
	Mark W. Mealy
	/s/ David M. Stratton
	David M. Stratton

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