8-K

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) May 16, 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)

þ 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 quarterly period ended April 1, 2006, in a May 16, 2006 press release, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Item 8.01 Other Events

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 May 16, 2006, issued by Morton Industrial Group, Inc.

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: May 16, 2006	By:	/s/ Rodney B. Harrison
		Rodney B. Harrison
		Vice President of Finance

  EX-99.1 2 c05464exv99w1.htm PRESS RELEASE

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

FOR IMMEDIATE RELEASE

Morton Industrial Group, Inc. Reports
2006 Fiscal Year and First Quarter Results

MORTON, IL – May 16, 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 first quarter ended April 1, 2006.

Net sales for the quarter ended April 1, 2006 were $53.6 million compared to $54.1 million for the quarter ended April 2, 2005. Although sales dollars decreased, unit volume increased; a decrease in raw material costs for the comparable quarters is reflected in the unit sales prices. Excluding the impact of the steel surcharges passed through to our customers, net sales for the first quarter ended March 31, 2006 were $51.7 million compared to $44.5 million for the first quarter ended March 31, 2005. Steel surcharges passed through to our customers were $1.9 million in the 2006 first quarter, compared to $9.6 million for the quarter ended April 2, 2005.

Operating income for the 2006 first quarter was $4.0 million compared to $3.6 million in the 2005 first quarter.

Net earnings for the 2006 first quarter were $3.2 million, or $0.54 per diluted share compared to $3.0 million, or $0.50 per diluted share in the comparable period a year ago. The Company’s net earnings include a gain on redemption of preferred stock of $0.9 million in the first quarter of both years.

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 third 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.

- m o r e -

Morton Industrial Group, Inc.
May 16, 2006 – Page Two

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.

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 -

- m o r e -

Morton Industrial Group, Inc.
May 16, 2006 – Page Three

MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations
For the Three Months Ended April 1, 2006 and April 2, 2006
(Dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended
	April 1, 2006			April 2, 2005
Net sales	$	53,599			54,123
Cost of sales		45,477			46,989
Gross profit		8,122			7,134
Operating expenses:
Selling expenses		794			783
Administrative expenses		3,377			2,756
Total operating expenses		4,171			3,539
Operating income		3,951			3,595
Other income (expense):
Interest expense		(1,331	)		(1,284	)
Gain on redemption of redeemable preferred stock		850			850
Other		—			40
Total other expense		(481	)		(394	)
Earnings before income taxes		3,470			3,201
Income taxes		275			200
Net earnings	$	3,195			3,001
Earnings per share of common stock — basic:	$	0.64			0.62
Earnings per share of common stock — diluted:	$	0.54			0.50

# # #

EX-99.1

exv99w1