EX-13 4 c96683a1exv13.txt ANNUAL REPORT (MORTON LOGO) 2004 Morton Industrial Group, Inc. Annual Report The Construction, Agricultural, and Commercial capital goods industries served by Morton Metalcraft Co. strengthened significantly in 2004 and are projected to be even stronger in 2005. Our continued internal operating focus, using 6 Sigma methodologies, has allowed us to efficiently add the necessary capacity to respond to our improved customer order board. We celebrate with our customers the positive economic environment and look forward to the benefit they and our shareholders will have as a result of it. CELEBRATE 04 (PHOTOS) 1 Optimistic Economic Outlook MORTON INDUSTRIAL GROUP, INC. OPERATES MORTON METALCRAFT CO., A HIGHLY RESPECTED CONTRACT FABRICATION SUPPLIER WHO HAS SIGNIFICANT RELATIONSHIPS WITH A DIVERSE GROUP OF INDUSTRIAL ORIGINAL EQUIPMENT MANUFACTURERS. 2004 WAS AN IMPROVED YEAR for the U.S. Economy, American Industry and Morton Metalcraft Co. Our prestigious Customers who serve the Construction, Agricultural and Commercial capital goods industries experienced very strong demand throughout 2004 that is continuing into 2005. This dramatic improvement occurred at the end of a long manufacturing constriction which ended abruptly. It resulted, in our judgment, primarily from our nation's quick and responsive reaction to the terrorism acts of 9-11, the stimulus created by the Bush Administration tax cuts and favorable monetary policy by the Federal Reserve. The convergence of these economic events resulted in not just improved demand, but dramatically improved demand. Customer order requirements across the industry were up on the average 25% with some product segments exceeding 50%. We had clearly entered a New Business Environment which created a different set of challenges for us in 2004. KEY CHALLENGES OF 2004 Morton Metalcraft Co. employees spent the first half of 2004 attempting to expand capacity fast enough to meet our Customers' increased assembly line requirements. During this period we added manpower, machines and materials in support of these new production schedules. MANPOWER--We hired and trained nearly 350 new direct and indirect employees. MACHINES--We purchased over 20 major pieces of manufacturing equipment. MATERIALS--We increased the flow of cosmetically sensitive sheet steel from a strained industry. By midyear 2004, we had essentially caught up to our increased customer demand. That effort during Q1 and Q2, however, caused us to carry additional expense, sacrificing short-term earnings to secure longer-term customer satisfaction. A more normal business environment then began to emerge in Q3 and then stabilized in Q4. With sufficient capacity now in place, we expect 2005 to produce improved performance for our Customers and ongoing stable financial results for the Company. Morton Metalcraft Co. remains committed to the use of 6 Sigma methodologies which continues to improve efficiencies throughout the Company. OUTLOOK FOR 2005 Most industry experts suggest that in 2005 the Construction, Agricultural and Commercial capital good industries will remain strong. This strengthened environment and the flexibility provided by our new capital structure positions us well for the future. As a member of American Industry, we must now return to addressing the longer term threat of global competitiveness. We believe there are many challenges facing the Construction, Agricultural and Commercial original equipment manufacturers and the respective members of the supply network that is serving them. But we also know that only a few very prepared companies will be able to respond to these challenges and meet them successfully. We intend to be one of them. What will separate us in the future will be our ability to intensively focus on significantly improving our manufacturing flexibility while achieving even higher Quality performance standards for our industry. TO OUR SHAREHOLDERS, EMPLOYEES, CUSTOMERS AND SUPPLIERS (PHOTO OF WILLIAM D MORTON) William D. Morton Chairman, Chief Executive Officer and President IN CONCLUSION This year validated again that the undying resolve of our valued Employees, in seeking to meet our Customers' changing needs, is what makes us a very special Company. And that is why we feel we are well positioned to respond to the emerging opportunities which appear to be available to us now and in the years to come. Thank you all for your efforts in 2004 and your continued commitment to Morton Metalcraft Co. during 2005 and beyond. /s/ WILLIAM D. MORTON MORTON METALCRAFT CO. is a manufacturer of highly engineered components and sub-assemblies for industrial original equipment manufacturers. Our products include metal fabrications and assemblies for a broad range of industry segments, which include the Construction, Agricultural and Commercial capital goods industries. OUR superior competitive strengths have resulted in strong, focused relationships with our prestigious customer base. Our five manufacturing facilities are strategically located in the Midwestern and Southeastern United States in close proximity to our customers' manufacturing and assembly facilities. Our principal customers include Carrier Corporation, Caterpillar Inc., Deere & Co., Hallmark Cards, Kubota Corporation and Winnebago Industries, Inc. STRATEGIC 3 Locations Midwest Operations (PHOTO OF 1021 W. BIRCHWOOD (PHOTO OF 400 DETROIT (ILLINOIS MAP) STREET LOCATION) AVENUE LOCATION) 1021 W. Birchwood Street 400 Detroit Avenue Morton, Illinois 61550 Morton, Illinois 61550 309.266.7176 309.263.3299 Fax: 309.263.1866 Fax: 309.263.1854 534 Corbin Road 835 Salem Road 2080 E. Williams Street Honea Path, South Carolina 29654 Welcome, North Carolina 27374 Apex, North Carolina 27502 SOUTHEAST OPERATIONS 864.369.1800 336.731.5700 919.363.1630 (NORTH CAROLINA MAP) Fax: 864.369.9022 Fax 336.731.8005 Fax 919.363.1103 (PHOTO OF 534 CORBIN ROAD LOCATION) (PHOTO OF 835 SALEM ROAD (PHOTO OF 2080 E. WILLIAMS LOCATION) STREET LOCATION)
BOARD OF DIRECTORS William D. Morton 57, serves as Chairman, Chief Executive Officer and President of Morton Industrial Group, Inc. and Morton Metalcraft Co. Mr. Morton became a director of Morton Metalcraft Co. in 1989 and upon conclusion of its merger into Morton Industrial Group, Inc. in 1998, a Morton Industrial Group, Inc. director. Fred W. Broling 69, retired as Chairman of the Board and Chief Executive Officer of US Precision Glass Company in 2002. Mr. Broling became a director of Morton Metalcraft Co. in 1989, and upon conclusion of its merger into Morton Industrial Group, Inc. in 1998, a Morton Industrial Group, Inc. director. He is a member of the Compensation and Stock Option Committee and of the Audit Committee of the Board. Mark W. Mealy 47, is a private investor and serves as the Lead Independent Director for Morton Industrial Group, Inc. Mr. Mealy was formerly Managing Director and Group Head of Mergers and Acquisitions at Wachovia Securities. Mr. Mealy became a director of Morton Metalcraft Co. in 1995 and upon conclusion of its merger into Morton Industrial Group, Inc. in 1998, a Morton Industrial Group, Inc. director. He is a member of the Compensation and Stock Option Committee and of the Audit Committee of the Board. EXPERIENCE 5 Board of Directors and Management Team MANAGEMENT TEAM Brian R. Doolittle Brian L. Geiger Rodney B. Harrison Senior Vice President, Senior Vice President, Vice President, Sales & Engineering Operations Finance Morton Metalcraft Co. Morton Metalcraft Co. Treasurer Morton Industrial Group, Inc. Daryl R. Lindemann William D. Morton Senior Vice President, Chairman, Finance Chief Executive Officer, Morton Metalcraft Co. President Chief Financial Officer Morton Metalcraft Co. and Secretary Morton Industrial Group, Inc. Morton Industrial Group, Inc.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES REFORM LITIGATION ACT OF 1995: THIS ANNUAL REPORT CONTAINS "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING STATEMENTS CONTAINING WORDS "ANTICIPATES," "BELIEVES," "INTENDS," "ESTIMATES," "EXPECTS," "PROJECTS," AND SIMILAR WORDS. THE FORWARD LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. SUCH FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: THE LOSS OF CERTAIN SIGNIFICANT CUSTOMERS; THE CYCLICALITY OF OUR CONSTRUCTION AND AGRICULTURAL SALES; THE AVAILABILITY OF WORKING CAPITAL; GENERAL ECONOMIC AND BUSINESS CONDITIONS, BOTH NATIONALLY AND IN THE MARKETS IN WHICH WE OPERATE OR WILL OPERATE; COMPETITION; AND OTHER FACTORS REFERENCED IN THE COMPANY'S REPORTS AND REGISTRATION STATEMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. GIVEN THESE UNCERTAINTIES, PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD LOOKING STATEMENTS. THE FORWARD LOOKING STATEMENTS CONTAINED HEREIN SPEAK ONLY OF THE COMPANY'S EXPECTATION AS OF THE DATE OF THIS ANNUAL REPORT. WE DISCLAIM ANY OBLIGATIONS TO UPDATE ANY SUCH FACTORS OR PUBLICLY ANNOUNCE THE RESULT OF ANY REVISIONS TO ANY OF THE FORWARD LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT FUTURE EVENTS OR DEVELOPMENTS. CORPORATE OFFICES INVESTOR RELATIONS All of the Company Morton Industrial Group, Inc. Shareholders and prospective SEC Filings can 1021 W. Birchwood Street investors are welcome to call be viewed from the Morton, Illinois 61550 or write with questions or Company's website Phone: 309.266.7176 requests for additional www.mortongroup.com Fax: 309.263.1866 information. Please direct and "clicking" SEC inquiries to: Offsite Filings. STOCK LISTING The common stock of Morton Van Negris & Company Industrial Group, Inc. is 570 Lexington Ave. quoted on the OTC Market 15th Floor (OTC:MGRP). New York, New York 10022 Phone: 212.759.0290 ANNUAL MEETING Fax: 212.759.9184 The Annual Meeting of the Email: info@vnegris.com Shareholders of Morton Industrial Group, Inc. will be INDEPENDENT REGISTERED held at The Siena Hotel PUBLIC ACCOUNTING FIRM located at 1505 E. Franklin KPMG LLP Street, Chapel Hill, NC on Indianapolis, Indiana Tuesday, June 7, 2005 at 10:00 a.m. (EDT). COUNSEL Shareholder Husch & Eppenberger LLC Information STOCK TRANSFER AGENT Peoria, Illinois AND REGISTRAR For inquiries about stock ANNUAL REPORT ON transfers or address changes, FORM 10-K Shareholders may contact: Additional copies of this Annual Report and the American Stock Annual Report on Form 10-K Transfer & Trust Co. may be obtained without 59 Maiden Lane charge by writing to the New York, New York 10007 Company at the address Phone: 800.937.5449 listed above. These reports are also available to the public on request as required by the Securities and Exchange Commission (SEC). These statements have not been reviewed or confirmed for accuracy or relevance by the SEC.
(MORTON LOGO) www.mortongroup.com 1021 W. Birchwood Street Morton, Illinois 61550 Phone: 309.266.7176 Fax: 309.263.1866 (C) 2005 Morton Industrial Group, Inc.