SC 13D/A

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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. 2)*

Morton Industrial Group, Inc. (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 619328 10 7 (CUSIP Number) James V. Stepleton, Husch & Eppenberger, LLC, 190 Carondelet Plaza, Suite 600,
St. Louis, MO 63105, (314) 480-1725 (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).

	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1746 (11-02)

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CUSIP NO. 619328 10 7

1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
William D. Morton

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)
 
Not Applicable

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

	7.	Sole Voting Power
Number of		1,847,567 without giving effect to exercisable options held by others.   2,099,639 giving effect to exercisable options held by others.   As used in this amendment, “exercisable options” means options that are currently exercisable for shares of the Class A Common Stock or that will become exercisable within 60 days.
Shares	8.	Shared Voting Power
		1,125,251 without giving effect to exercisable options.
Beneficially
Owned by Each	9.	Sole Dispositive Power
		1,283,990 shares.
Reporting
Person	10.	Shared Dispositive Power
		-0-
With

11. Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,864,244 without giving effect to exercisable options held by others.
 
3,121,316 giving effect to exercisable options held by others.

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)
 
62.8% without giving effect to exercisable options held by others.
 
64.8% giving effect to exercisable options held by others.

14. Type of Reporting Person (See Instructions)
 
IN

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Introductory Statement

     This Amendment No. 2 amends and updates the information supplied by Mr. William D. Morton on a Schedule 13D, as amended.

Item 1. Security and Issuer.

          This statement relates to the Class A Common Stock, par value $.01 per share of Morton Industrial Group, Inc., a Georgia corporation (the “Company”). The address of the Company’s principal executive offices is 1021 West Birchwood, Morton, Illinois 61550.

Item 2. Identity and Background.

     Not amended.

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

     Not amended.

Item 4. Purpose of Transaction.

          This filing is made to reflect the amendment of the Shareholders Agreement (previously filed) that occurred in connection with Mr. Mark Mealy’s acquisition of shares of Class A Common Stock of the Company from other shareholders, the automatic conversion of 100,000 shares of Class B Common Stock to Class A Common Stock as result of Mr. Mealy’s purchase of such shares, and changes in the number of exercisable options in which Mr. Morton has a beneficial interest.

     Mr. Morton does not have any plans or proposals that relate to or would result in:

          (a) The acquisition by any person of additional securities of the issuer (other than shares of Class A Common Stock to be acquired upon the exercise of outstanding options or options granted under the 1997 Plan, as hereinafter defined), or the disposition of securities of the Company;

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          (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 of 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 charter, bylaws 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 Act; or

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

Item 5. Interest in Securities of the Issuer.

          Mr. Morton owns 1,283,990 shares of the Company’s issued and outstanding Class A Common Stock (the “Class A Shares”) and 100,000 shares of the Company’s issued and outstanding Class B Common Stock (the “Class B Shares”). Members and former members of management of the Company or its subsidiaries (other than Mr. Morton) and the other directors) own 277,225 shares of Class A Common Stock and hold exercisable options to acquire 250,406 shares of Class A Common Stock (the “Management Options”). As additional options become exercisable over the next three years, the number of exercisable options could increase to as much as 813,455. The directors other than Mr. Morton own 1,303,029 shares of Class A Common Stock and 6,666 exercisable options to purchase such shares. The number of exercisable options could increase to as many as 170,000 by February 2006. The exercise

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prices of the Management Options range from $0.15 to $17.125 per share.

     Mr. Morton’s Class A Shares constitute 28.2% of the issued and outstanding Class A Common Stock. Each Class A Share is entitled to one vote, and Mr. Morton’s Class A Shares constitute 27.1% of the total voting power of the issued and outstanding shares of Class A Common Stock and Class B Common Stock and 28.2% of the voting power of the issued and outstanding shares of Class A Common Stock. Mr. Morton has sole voting and dispositive power with respect to these Class A Shares.

     Mr. Morton’s Class B Shares are all of the issued and outstanding shares of Class B Common Stock. Each Class B Share is entitled to 1.8250968 votes per share, and Mr. Morton’s Class B Shares constitute 3.8% of the total voting power of the issued and outstanding shares of Class A Common Stock and Class B Common Stock.

     On August 27, 2003, Mr. Mark Mealy, a director of the company, purchased 921,678 shares of Class A Common Stock and 100,000 shares of Class B Common Stock (which automatically converted to Class A Common Stock) from three Cities Holdings, TCRI Liquidating, L.L.C., Societe Internationale de Finance, and Quilvest American Equity, Ltd. (the TCR Group identified in Amendment No. 1 to Mr. Morton’s Schedule 13D and certain successors of members of the TCR Group (the “TCR Group”)). Based on his Schedule 13D filing, Mr. Mealy owns 1,135,813 shares of the Class A Common Stock, of which 10,562 are exercisable options or deferred compensation shares issuable when Mr. Mealy ceases to be a director of the Company. Mr. Mealy’s address is 301 S. College, Fourth Floor — NC — 8905, Charlotte, North Carolina 28288-8905. Based on Mr. Mealy’s Schedule 13D, during the past five years he has not been convicted in a criminal proceeding (other than traffic violations or similar misdemeanors) nor has Mr. Mealy 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. Mealy is subject to a judgment, decree, or final order enjoining future violations of, or probably or mandating activities subject to, federal or state law or finding any violation with respect to such law. Mr. Mealy is a citizen of the United States.

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     Mr. Mealy’s shares of Class A Common Stock are subject to the Management Proxy described in Amendment No. 1 to Mr. Morton’s Schedule 13D and the TRC Proxy also described in Amendment No. 1. Under the Management Proxy, Mr. Morton may vote the shares owned or acquired by members of management.

     Mr. Morton’s exercise of his voting rights under the Management Proxy, the TCR Proxy, and the shares of Class A Common Stock and Class B Common Stock owned by him will allow him to exercise the following percentages of the total voting power of the Class A Common Stock and Class B Common Stock on most matters: (i) 64.2% before the exercise of any Management Options; (ii) 66.1% after exercise of all of the Management Options currently exercisable or exercisable within 60 days

     As a result of his ownership of shares of Class A Common Stock and his powers under the TCR Proxy and the Management Proxy, Mr. Morton has a beneficial interest in 2,864,244 shares of Class A Common Stock without giving effect to exercisable options and 3,121, 316 shares of Class A Common Stock after giving effect to the exercise of exercisable options, constituting 62.8% of the issued and outstanding shares of Class A Common Stock an 64.8% of such issued and outstanding shares plus exercisable options.

     B.     Parties to the Management Voting Agreement.

     The parties to the Voting Agreement and Mr. Morton, the other directors of the Company, and current and former members of the management of the Company or its subsidiaries who own shares of Class A Common Stock or options to purchase shares of Class A Common Stock. Managers currently hold 277,255 shares and 250,406 exercisable options, and the directors (other than Mr. Morton) hold 1,303, 029 shares and 6,666 exercisable options, that are subject to the Voting Trust and its Management Proxy.

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

          See Item 5 and 6 to Amendment No. 1 of Mr. Morton’s Schedule 13D for information about the Voting Agreement and Shareholders Agreement. The Shareholders Agreement has been amended twice, most recently to facilitate Mr. Mealy’s purchase of shares from the TCR Group Copies of the amendments are Exhibits 99.1 and 99.2 hereto.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1	Amendment No. 1 to Shareholders Agreement
Exhibit 99.2	Amendment No. 2 to Shareholders Agreement.

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Signatures

     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.

Date: September 8, 2003 /S/ William D. Morton
William D. Morton

9 EX-99.1 3 c79472a2exv99w1.htm AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT

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-99.2 4 c79472a2exv99w2.htm AMENDMENT NO. 2 TO SHAREHOLDERS AGREEMENT

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,

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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

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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

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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

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EX-99.2

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