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) August 15, 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)

x 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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits.
	SIGNATURES
Press Release

Item 2.02. Results of Operations and Financial Condition.

Morton Industrial Group, Inc. released its results of operations for the quarterly period ended July 1, 2006, in an August 15, 2006 press release, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Item 8.01 Other Events

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 is set forth in the Company’s definitive proxy statement and proxy statement supplement filed with respect to the Special Meeting of Shareholders to be held to vote on the Agreement and Plan of Merger, as amended.

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 filed relevant materials with the SEC, including the Company’s definitive proxy statement and 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 Form 8-K filed with the SEC on March 23, 2006, the definitive proxy statement (which includes the Agreement and Plan of Merger as Appendix A), the Amendment to Agreement and Plan of Merger filed as Exhibit 99.1 on Form 8-K filed with the SEC on August 11, 2006 and the proxy statement supplement filed with the SEC on August 11, 2006, 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	Press Release, dated August 15, 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 15, 2006	By:	/s/ Rodney B. Harrison
		Rodney B. Harrison
		Vice President of Finance

EX-99.1

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

MORTON, IL — August 15, 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 second quarter and first half ended July 1, 2006.

Net sales for the quarter ended July 1, 2006 were $54.3 million compared to $53.6 million for the quarter ended July 2, 2005, an increase of $0.7 million or 1.4%. The moderately higher sales resulted principally from increased unit demand by our two largest customers, Deere & Co. and Caterpillar, Inc.

Net sales for the six months ended July 1, 2006 were $107.9 million compared to $107.7 million for the six months ended July 2, 2005, an increase of $0.2 million or 0.2%. The moderately higher sales resulted principally from increased unit demand by our two largest customers, Deere & Co. and Caterpillar Inc.

Operating income for the 2006 second quarter was $4.3 million compared to $3.7 million in the 2005 second quarter. Operating income for the 2006 first half was $8.3 million compared to $7.3 million in the 2005 first half.

Net earnings for the 2006 second quarter were $3.6 million, or $0.61 per diluted share compared to $2.7 million, or $0.46 per diluted share in the comparable period a year ago. Net earnings for the 2006 first half were $6.8 million, or $1.15 per diluted share compared to $5.7 million, or $0.96 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 second quarter of both years and $1.7 million in the first half 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 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.

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Morton Industrial Group, Inc.
August 15, 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 1,500 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.

“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 Exchange Act of 1934, including statements containing the 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; the orders of our two 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 quarterly 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, except as required by law. This “Safe Harbor” Statement does not apply to 13E-3 “going private” transactions.

Notice to Investors

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

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 are set forth in the definitive proxy statement and proxy statement supplement relating to the merger.

- Statistical Table Follows -

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Morton Industrial Group, Inc.
August 15, 2006 — Page Three

MORTON INDUSTRIAL GROUP, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended July 1, 2006 and July 2, 2005
(Dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	July 1, 2006			July 2, 2005			July 1, 2006			July 2, 2005
Net sales	$	54,314			53,558			107,912			107,681
Cost of sales		45,571			45,969			91,045			92,958
Gross profit		8,743			7,589			16,867			14,723
Operating expenses:
Selling expenses		838			795			1,640			1,578
Administrative expenses		3,587			3,109			6,959			5,865
Total operating expenses		4,425			3,904			8,599			7,443
Operating income		4,318			3,685			8,268			7,280
Other income (expense):
Interest expense		(1,269	)		(1,523	)		(2,601	)		(2,807	)
Gain on redemption of preferred stock		850			850			1,700			1,700
Other		—			22			—			62
Total other income (expense)		(419	)		(651	)		(901	)		(1,045	)
Earnings before income taxes		3,899			3,034			7,367			6,235
Income taxes		300			320			575			520
Net earnings	$	3,599		$	2,714			6,792			5,715
Earnings per common share — basic	$	0.72		$	0.54		$	1.36		$	1.16
Earnings per common share — diluted	$	0.61		$	0.46		$	1.15		$	0.96

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