DEFA14A

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 31, 2006

MORTON INDUSTRIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Georgia	0-13198	38-0811650
(State of other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

1021 West Birchwood, Morton, Illinois 61550
(Address of principal executive offices) (Zip Code)

(309-266-7176)
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Morton Industrial Group, Inc. released its results of operations for the year and quarterly period ended December 31, 2005, in a March 31, 2006 press release, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Item 8.01 Other Events.

Morton Industrial Group, Inc. filed with the SEC on March 31, 2006 its annual report on Form 10-K. Included in Exhibit 13, the Annual Report to Shareholders, is a Letter to Shareholders from the Chairman, President and Chief Executive Officer of the Company. A copy of the Chairman’s Letter to Shareholders is attached to this Form 8-K as Exhibit 99.2

This communication may be deemed to be solicitation material with respect to the proposed merger described in Item 1.01 on Form 8-K filed with the SEC on March 23, 2006. In connection with the proposed merger, the Company has already and intends to file additional relevant materials with the SEC, including the Company’s proxy statement for the special meeting of shareholders. Shareholders are urged to read all relevant documents already filed and to be filed with the SEC, including the merger agreement mentioned above, and the proxy statement when it becomes available, because they will contain important information about the proposed merger transaction. Investors will be able to obtain these filed documents free of charge at the SEC’s web site, http://www.sec.gov, and Company shareholders will receive information at an appropriate time on how to obtain other transaction-related documents for free from the Company.

The Company directors, officers and employees may be deemed to be participants in the solicitation of proxies from Company stockholders in connection with the proposed merger. Information about the directors, officers and employees of the Company and their ownership of Company stock will be set forth in the Company’s proxy statement to be filed with respect to the special meeting of shareholders to be held to vote on the proposed merger agreement.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Press Release, dated March 31, 2006, issued by Morton Industrial Group, Inc.
99.2	Chairman’s Letter to Shareholders as included in Form 10-K filed with the SEC on March 31, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MORTON INDUSTRIAL GROUP, INC.
Date: March 31, 2006	By:	/s/ Rodney B. Harrison
		Rodney B. Harrison
		Vice President of Finance

EX-99.1

CONTACT:

Rodney B. Harrison
Morton Industrial Group, Inc.
(309) 266-7176 Van Negris / Lexi Terrero
Van Negris & Company, Inc.
(212) 759-0290 – info@vnegris.com

FOR IMMEDIATE RELEASE

Morton Industrial Group, Inc. Reports
2005 Fiscal Year and Fourth Quarter Results

MORTON, IL – March 31, 2006 – Morton Industrial Group, Inc. (OTC BB: MGRP), which operates Morton Metalcraft Co., a leading metal fabrication supplier to large industrial original equipment manufacturers (OEMs), today announced its financial results for the fiscal year and fourth quarter ended December 31, 2005.

William D. Morton, Chairman and Chief Executive Officer of Morton Industrial Group, Inc., stated, “Our shipments in 2005 reflect the continued strength of the Construction, Agriculture and Commercial capital goods industries served by our prestigious customers. Our results reflect a typical seasonal schedule, which has historically seen greater demand in the first half of each calendar year.”

Net sales for the fourth quarter ended December 31, 2005 were $45.3 million compared to $48.7 million for the fourth quarter ended December 31, 2004 and $196.3 million for the year ended December 31, 2005 compared to $185.5 million for the year ended December 31, 2004. The increase in annual sales dollars is attributable primarily to steel surcharges passed through to our customers, while unit sales remained relatively flat in 2005, compared with 2004. Excluding the impact of the steel surcharges passed through to our customers, net sales for the fourth quarter ended December 31, 2005 were $40.6 million compared to $42.9 million for the fourth quarter ended December 31, 2004 and $167.7 million for the year ended December 31, 2005 compared to $167.3 million for the year ended December 31, 2004. Steel surcharges passed through to our customers were $4.7 million and $5.8 million in the 2005 and 2004 fourth quarters, respectively, and $28.6 million and $18.2 million for the years ended December 31, 2005 and 2004, respectively.

Mr. Morton continued, “We are pleased that our operating margins have improved during the year as a result of our continued focus on improving internal efficiencies. This has resulted primarily because of our ongoing application of 6 Sigma methodology throughout the Company and our continued commitment to the use of technology in every aspect of our business.”

Operating income for the 2005 fourth quarter was $2.1 million compared to $2.4 million in the 2004 fourth quarter and $11.0 million compared to $9.2 million for the years ended December 31, 2005 and 2004, respectively.

Net earnings for the 2005 fourth quarter were $5.3 million, or $0.89 per diluted share compared to $7.4 million, or $1.25 per diluted share in the comparable period a year ago. For the year ended December 31, 2005, net earnings were $11.7 million, or $1.98 per diluted share compared to $12.8 million, or $2.16 per diluted share for the year ended December 31, 2004.

The Company’s net earnings include a gain on redemption of preferred stock of $0.6 million in the fourth quarter of both years and $2.8 million for both years. Earnings also include a benefit from income taxes of $4.6 million and $6.0 million for fourth quarters of 2005 and 2004, respectively, and $4.0 million and $5.8 million for the years ended December 31, 2005 and 2004, respectively.

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Morton Industrial Group, Inc.
March 31, 2006 — Page Two

On March 22, 2006, Morton Industrial Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger (“Merger Agreement”) under which MMC Precision Merger Corp. (“Merger Sub”), a wholly owned subsidiary of MMC Precision Holdings Corp. (“Parent”), will merge with and into the Company with the Company being the surviving corporation and a direct wholly owned subsidiary of Parent. The shareholders of Parent will include a private equity fund that is an affiliate of Brazos Private Equity Partners, LLC, which will hold a majority of the shares of Parent, and five persons who are (i) William D. Morton, the Company’s Chairman, President and Chief Executive Officer, (ii) through his affiliate Eastover Group, LLC, Mark W. Mealy, a director of the Company, (iii) Daryl R. Lindemann, the Company’s Senior Vice President of Finance, (iv) Brian L. Geiger, Senior Vice President of Operations of Morton Metalcraft Co., and (v) Brian R. Doolittle, Senior Vice President of Sales and Engineering of Morton Metalcraft Co. In the Merger, each outstanding share of common stock of the Company, other than shares to be contributed to Parent by Mr. Morton, Mr. Mealy, and the other three officers concurrently with the closing of the Merger, will be converted to the right to receive $10.00 cash per share. Completion of the transaction, which is expected to occur in the second quarter of 2006, is subject to customary closing conditions, including the receipt of financing, regulatory approvals and approval by the holders of a majority of the outstanding shares of Morton common stock not held by shareholders who will continue as equity owners in the Company.

About Morton Industrial Group, Inc.

Morton Industrial Group, Inc. (OTC: MGRP) is a highly respected contract fabrication supplier that has significant relationships with a diverse group of industrial original equipment manufacturers. Our products include a broad range of metal fabrications and assemblies for the Construction, Agricultural and Commercial capital goods industries. Our superior competitive strengths have resulted in strong, focused relationships with our prestigious customer base. We employ approximately 1,450 associates and 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 Caterpillar Inc., Deere & Co., Kubota Corporation and JLG Industries Inc.

“Safe Harbor” Statement Under The Private Securities Litigation Reform Act of 1995: This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and 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, industrial and agricultural sales; the availability of working capital; the orders of our major customers; 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 press release. 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.

Notice to Investors

In connection with the previously announced proposed merger, Morton Industrial Group, Inc. will file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Morton Industrial Group, Inc. at the Securities and Exchange Commission’s Web site at http://www.sec.gov. The proxy statement (when it becomes available) and such other documents may also be obtained for free from Morton Industrial Group, Inc.’s Web site at www.mortongroup.com under the Investor Relations tab or by directing such request to Morton Industrial Group Inc., Attention: Investor Relations, 1021 W. Birchwood, Morton, Illinois 61550.

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Morton Industrial Group, Inc.
March 31, 2006 — Page Three

Morton Industrial Group, Inc. directors, officers and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Morton Industrial Group, Inc.’s participants in the solicitation will be set forth in the proxy statement relating to the merger when it becomes available.

- Statistical Table Follows -

MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations
For the Three Months and Years Ended December 31, 2005 and December 31, 2004
(Dollars in thousands, except per share data)

	Three Months Ended						Years Ended
	December 31,			December 31,			December 31,			December 31,
	2005			2004			2005			2004
Net sales	$	45,256			48,697			196,276			185,469
Cost of sales		38,578			42,110			169,445			161,910
Gross profit		6,678			6,587			26,831			23,559
Operating expenses:
Selling expenses		757			822			3,092			3,211
Administrative expenses		3,850			3,393			12,743			11,190
Total operating expenses		4,607			4,215			15,835			14,401
Operating income		2,071			2,372			10,996			9,158
Other income (expense):
Interest expense		(1,980	)		(1,490	)		(6,180	)		(4,922	)
Interest on redeemable preferred stock		—			—			—			(250	)
Gain on redemption of preferred stock		567			567			2,833			2,833
Other		(2	)		48			60			172
		(1,415	)		(875	)		(3,287	)		(2,167	)
Earnings before income taxes		656			1,497			7,709			6,991
Income taxes		(4,617	)		(5,950	)		(4,017	)		(5,775	)
Net earnings	$	5,273			7,447			11,726			12,766
Earnings per common share — basic:	$	1.06			1.59			2.37			2.73
Earnings per common share — diluted:	$	0.89			1.25			1.98			2.16

# # #

EX-99.2

Exhibit 99.2

State of the Company

2005 was a very important year in the history of Morton Industrial Group, Inc. and its operating company, Morton Metalcraft Co. The general economy was strong with the Construction, Agricultural, and Commercial capital goods industries we serve quite robust. Our prestigious customers, in particular Caterpillar Inc. and Deere & Co., achieved record shipping and profitability levels. Their strength throughout the year provided a stable environment from which Morton Metalcraft Co. could continue its quest to achieve operating excellence using 6 Sigma methodologies. The result was very good performance for our company as well.

Key Accomplishments of 2005
During 2004, we worked hard to add sufficient capacity to meet the dramatic increase in demand experienced by our customers. Throughout 2005, we were able to focus on creating efficiencies utilizing the new manpower, machines and materials we had put in place to support the higher levels of customer shipping requirements.

While we were expanding our capacity for our customers, we were also achieving lower cost targets. While we were achieving improved safety results for our employees, we were also increasing their incentive compensation participation. While we were lowering our overall debt to financial institutions, we were investing significantly in new assets throughout our factories. From nearly all perspectives, Morton Metalcraft Co. had a very progressive year in 2005!

Outlook for 2006
Most industry experts suggest that the Construction and Commercial capital goods segments will remain strong in 2006, while the Agricultural segment appears to be softening modestly. Overall, our customer demand appears that it will be higher again this year. And, we are very excited that we have been able to introduce JLG Industries, Inc. as the newest member of our prestigious customer base during the early part of this year.

During 2006 we intend to successfully meet our customers’ delivery and cost objectives and to improve our quality performance even further. We intend to successfully meet our employees’ safety and incentive compensation objectives and to improve the working environments of each of our factories even further.

In Conclusion
To provide an appropriate capital structure to support our growth, we have announced our intention to take Morton Industrial Group, Inc. private in a transaction led by Brazos Private Equity Partners, LLC. The recapitalization (details included in our enclosed 10-K) will result in our shareholders receiving a significant premium over the historic trading values for our stock. Shareholders are encouraged to read all relevant documents that we have filed and will file with the Securities and Exchange Commission regarding this recapitalization. As many of you have been shareholders for years, please let me thank you for your loyal support. We appreciate the ownership investment you have made in our Company and extend our best wishes to each of you in your future endeavors.

Finally, and most importantly, I’d like to express my appreciation to each of our dedicated employees. Together, you are doing your individual jobs better than many others who serve our marketplace. As a result, Morton Metalcraft Co. has become a company that stands above the performance of most of our competitors. By remaining focused on continuing to improve each aspect of our company’s performance, we will again find that we are significantly adding value to our prestigious customers, the industries they serve and to each one of our lives as employees.

May 2006 be another good year for everyone involved with Morton Metalcraft Co.