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): August 10, 2006

MORTON INDUSTRIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Georgia
(State of other jurisdiction of
incorporation or organization) 0-13198
(Commission
File Number) 38-0811650
(I.R.S. Employer
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 1.01 Amendment of Material Definitive Agreement

On March 23, 2006, the Company announced its entry into a definitive merger agreement (the “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 August 10, 2006, in connection with the execution and delivery of the MOU described in Item 8.01 below, the parties to the Agreement and Plan of Merger executed a First Amendment to Agreement and Plan of Merger (the “Amendment”). The terms and conditions of the Amendment are more fully described in Item 8.01 below and are qualified in their entirety by reference to the Amendment attached hereto as Exhibit 99.1.

Item 8.01 Other Events

In connection with the Agreement and Plan of Merger, 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 announced a Special Meeting of Shareholders to be held 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 was given to shareholders of record as of the close of business on July 10, 2006.

In response to a complaint filed on March 27, 2006 in the Superior Court of Fulton County, Georgia, opposing the planned merger, the Company, Brazos Private Equity Partners, LLC (an affiliate of MMC Precision Holdings Corp. and MMC Precision Merger Corp.), and counsel for the plaintiff engaged in settlement negotiations that resulted in an agreement on the principal terms of a settlement of all claims among the parties. On August 10, 2006, the parties executed a Memorandum of Understanding (“MOU”) setting forth the terms of the proposed settlement.

In connection with the execution and delivery of the MOU, the Company, MMC Precision Holdings Corp. and MMC Precision Merger Corp. entered into a first amendment to the Agreement and Plan of Merger that (i) amends the provision relating to the approval of the merger by the Company’s shareholders to provide that the merger must be approved by a majority of the shares of Company common stock not held beneficially or of record by persons party to the contribution agreement or a voting agreement, including Messrs. Nicholson and Harrison, (ii) reduces the termination fee payable under the circumstances described in the Agreement and Plan of Merger from $2.6 million to $1.7 million, and (iii) further conditions the obligation of the parties to consummate the merger on the execution of a stipulation of settlement, as contemplated by the MOU, which shall contain no conditions to its effectiveness other than court approval. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a form of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

In connection with the MOU, the Amendment and the August 25, 2006 Special Meeting of Shareholders, the Company, on August 10, 2006, has filed a proxy statement supplement (Schedule 14 A/A, Amendment No. 4) with the Securities and Exchange Commission. The proxy statement supplement contains supplemental information about the required vote, supplemental information about the 1998 voting agreement, supplemental information about the termination fee, and information about the above referenced litigation. The proxy statement supplement is being mailed to shareholders of record as of the close of business on July 10, 2006.

Attached as Exhibit 99.2 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 shareholders 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 definitive proxy statement filed with respect to the special meeting of shareholders to be held to vote on the Agreement and Plan of Merger, as amended by the Amendment.

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 and the proxy statement supplement for the Special Meeting of Shareholders. Shareholders are urged to read all relevant documents filed with the SEC, including the Agreement and Plan of Merger attached as Exhibit 99.1 on 8-K filed with the SEC on March 23, 2006 (the Agreement and Plan of Merger is also included as Appendix A to the definitive proxy statement), the Amendment (attached hereto as Exhibit 99.1) the definitive proxy statement, and the proxy statement supplement because they 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. Company shareholders have received information 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	First Amendment to Agreement and Plan of Merger, dated as of August 10, 2006, by and among the Company, MMC Precision Holdings Corp. and MMC Precision Merger Corp.
99.2	Press Release, dated August 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: August 10, 2006	By:	/s/ Rodney B. Harrison
		Rodney B. Harrison
		Vice President of Finance

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	First Amendment to Agreement and Plan of Merger, dated as of August 10, 2006, by and among the Company, MMC Precision Holdings Corp. and MMC Precision Merger Corp.
99.2	Press Release, dated August 10, 2006, issued by Morton Industrial Group, Inc.

EX-99.1

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of August 10, 2006, by and among MMC Precision Holdings Corp., a Delaware corporation (“Parent”), MMC Precision Merger Corp., a Georgia corporation (“Sub”), and Morton Industrial Group, Inc., a Georgia corporation (the “Company”).

     WHEREAS, Parent, Sub, and the Company are the parties to that certain Agreement and Plan of Merger dated as of March 22, 2006 (the “Merger Agreement”); and

     WHEREAS, Parent, Sub, and the Company desire to amend the Merger Agreement in the manner and on the terms hereinafter set forth.

     NOW, THEREFORE, in consideration of the agreements and covenants contained in this Amendment, and intending to be legally bound hereby, Parent, Sub, and the Company hereby agree as follows:

     1. Capitalized defined terms not specifically defined in this Amendment shall have the meanings given them in the Merger Agreement.

     2. Section 3.04(c) of the Merger Agreement is hereby deleted in its entirety and replaced by the following Section 3.04(c):

(c) The only vote of holders of any class or series of Company Capital Stock necessary under the GBCC or otherwise to approve and adopt this Agreement and the Merger is (i) the approval of this Agreement by the holders of a majority of the votes of the issued and outstanding Company Common Stock and (ii) the approval of this Agreement by the holders of a majority of the votes of the issued and outstanding Company Common Stock owned of record and beneficially by persons not party to the Contribution Agreement or a Voting Agreement (the “Company Shareholder Approval”).

     3. Section 8.06(a) of the Merger Agreement is hereby amended by deleting “$2,600,000” in the last line of such section and replacing it with “$1,700,000.”

     4. The following shall be added to the Merger Agreement as Section 7.02(m):

     (m) Settlement Agreement. The Stipulation of Settlement (the “Settlement Agreement”) contemplated by that certain Memorandum of Understanding (the “MOU”), dated of even date herewith and relating to the settlement of that certain action styled as Alan Kahn v. Morton Industrial Group, Inc., et al., No. 2006CV114628 (the “Action”), shall have been executed and delivered by the parties to the Action on the terms set forth in the MOU, and there shall be no conditions to the effectiveness of the Settlement Agreement other than court approval.

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     5. Except as expressly amended by this Amendment, the Merger Agreement remains in full force and effect without modification or amendment.

     6. This Amendment may be executed by facsimile or electronically transmitted counterparts and in any number of counterparts, each of which when so executed shall be deemed an original and such counterparts together shall constitute one and the same instrument.

     7. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent provisions of the GBCC are applicable.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, Parent, Sub, and the Company have duly executed this Amendment as of the date first written above.

MMC PRECISION HOLDINGS CORP.
By:	/s/ Lucas T. Cutler
	Name:	Lucas T. Cutler
	Title:	Vice President

MMC PRECISION MERGER CORP.
By:	/s/ Lucas T. Cutler
	Name:	Lucas T. Cutler
	Title:	Vice President

MORTON INDUSTRIAL GROUP, INC.
By:	/s/ William D. Morton
	Name:	William D. Morton
	Title:	Chairman & CEO

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EX-99.2

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. Enters Into Memorandum of Understanding to Settle Lawsuit

MORTON, IL — August 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, announced today that it entered into a Memorandum of Understanding setting forth the terms of a proposed settlement with the named plaintiff of a purported class action lawsuit filed on March 27, 2006 that opposed the Company’s planned merger with an affiliate of Brazos Private Equity Partners, LLC. The proposed settlement is conditioned upon the execution of a definitive settlement agreement and court approval. Pursuant to the settlement, the termination fee payable by the Company in the event, among other things, the merger is not approved by the Company’s shareholders and the Company enters into certain alternative transactions has been reduced from $2.6 million to $1.7 million. In addition, the shares of common stock held by two officers of the Company will be excluded from the vote of the non-rollover shareholders required to approve the merger. Finally, pursuant to the settlement, the voting agreement between William D. Morton and Fred W. Broling, the sole member of the special committee that reviewed the proposed merger and provided a recommendation to the Company’s full board of directors, has been terminated. In connection with the settlement, the Company, MMC Precision Holdings Corp. and MMC Precision Merger Corp. have executed an amendment to the original agreement and plan of merger (originally announced by the Company on March 23, 2006) to incorporate the terms of the proposed settlement, and the Company has commenced the circulation to its shareholders of a supplement to the Company’s July 10, 2006 proxy statement. The Company’s special meeting of shareholders to vote upon the merger will be held on August 25, 2006.

In connection with the proposed merger, Morton Industrial Group, Inc. has filed definitive proxy materials with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY MATERIALS, INCLUDING THE SUPPLEMENT, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement, the supplement 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, the supplement 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.

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.
August 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 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 results of any revisions to any of the forward looking statements contained herein to reflect future events or developments.