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): July 10, 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 8.01 Other Events

On March 23, 2006, the Company announced its entry into a definitive merger agreement (Agreement and Plan of Merger) dated as of March 22, 2006 with MMC Precision Holdings Corp. and MMC Precision Merger Corp., a wholly-owned subsidiary of MMC Precision Holdings Corp., that will take the Company private.

On July 10, 2006 the Company filed a definitive proxy statement (Schedule 14A/A, Amendment No. 3) with the Securities and Exchange Commission. The definitive proxy statement announces a Special Meeting of Shareholders on August 25, 2006. The purpose of that meeting is for shareholders to consider and vote upon a proposal to approve the Agreement and Plan of Merger. Notice is being given to shareholders of record as of the close of business on July 10, 2006.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a related press release.

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

This communication may be deemed to be solicitation material with respect to the proposed merger. In connection with the proposed merger, the Company has filed relevant materials with the SEC, including the Company’s definitive proxy statement for the special meeting of shareholders. Shareholders are urged to read all relevant documents filed with the SEC, including the merger agreement attached as Exhibit 99.1 on Form 8-K filed with SEC on March 23, 2006, and the definitive proxy statement because they contain important information about the proposed merger transaction. Investors may 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.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Press Release, dated July 10, 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: July 10, 2006	By:	/s/ Rodney B. Harrison
		Rodney B. Harrison
		Vice President of Finance

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release, dated July 10, 2006, issued by Morton Industrial Group, Inc.

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. Announces Special Meeting of Shareholders

MORTON, IL — July 10, 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) (the “Company”), today announced that a Special Meeting of Shareholders of the Company will be held at 9:00 a.m., Central Daylight Savings Time, on August 25, 2006, at the Company’s offices located at 1021 W. Birchwood, Morton, Illinois 61550.

The purpose of the meeting is for shareholders to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of March 22, 2006, among the Company, MMC Precision Holdings Corp. and MMC Precision Merger Corp. (entities organized by Brazos Private Equity Partners, LLC to effect the merger and related transactions). Shareholders of record of the common shares of Morton Industrial Group, Inc. as of the close of business on July 10, 2006 are entitled to vote.

Under the merger agreement, MMC Precision Holdings Corp. will acquire the Company through a merger of its wholly owned subsidiary, MMC Precision Merger Corp., into the Company, which will be the surviving company in the merger. The completion of the merger is conditioned upon shareholder approval of the merger agreement.

In connection with the previously announced proposed merger, Morton Industrial Group, Inc. has filed a definitive proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, WHICH IS BEING MAILED TO ALL SHAREHOLDERS OF RECORD, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement 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 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 is set forth in the proxy statement relating to the merger.

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 1,500 associates and our six manufacturing facilities are strategically located in the Midwestern, Southeastern and Northeastern 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.

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Morton Industrial Group, Inc.
July 10, 2006 — Page Two

“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.

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