-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DsZNUcC+tmSuviIzzXs0ujtMeH9bON7bE0pp8PlxxY3wHXCvuMK4kn9pCLmOYjv4 lb6z+07K67itCTErrTObyA== 0000950124-98-000477.txt : 19980202 0000950124-98-000477.hdr.sgml : 19980202 ACCESSION NUMBER: 0000950124-98-000477 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980130 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MLX CORP /GA CENTRAL INDEX KEY: 0000064247 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 380811650 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-06699 FILM NUMBER: 98517673 BUSINESS ADDRESS: STREET 1: 1000 CENTER PL CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 4047980677 MAIL ADDRESS: STREET 1: 1000 CENTER PL CITY: NORCROSS STATE: GA ZIP: 30093 FORMER COMPANY: FORMER CONFORMED NAME: MCLOUTH STEEL CORP DATE OF NAME CHANGE: 19850212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORTON WILLIAM D CENTRAL INDEX KEY: 0001048565 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1021 W BIRCHWOOD CITY: MORTON STATE: IL ZIP: 61550 BUSINESS PHONE: 3092667176 MAIL ADDRESS: STREET 1: 1021 W. BIRCHWOOD CITY: MORTON STATE: IL ZIP: 61550 SC 13D/A 1 SC 13D/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response .... 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Morton Industrial Group, Inc. (formerly MLX Corp.) ----------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share ----------------------------------------------------------------------------- (Title of Class of Securities) 619328 10 7 ----------------------------------------------------------------------------- (CUSIP Number) James V. Stepleton, Husch & Eppenberger, 100 N. Broadway, Suite 1300, St. Louis, MO 63102, (314) 622-0641 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 1998 ----------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are set required unless the form displays a currently valid OMB control number. SEC 1746 (10-97) 2 CUSIP No. 619328 10 7 Page 2 of 21 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William D. Morton 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions): Not Applicable 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization: United States NUMBER OF 7. Sole Voting Power: 1,232,323 without giving effect to exercisable options held SHARES by Mr. Morton or other holders of exercisable options; 1,900,000 giving effect to exercisable options held by Mr. BENEFICIALLY Morton and other holders of exercisable options. OWNED BY 8. Shared Voting Power: EACH 888,178 REPORTING 9. Sole Dispositive Power: PERSON 1,218,990 without giving effect to exercisable options held by Mr. Morton; 1,283,805 giving effect to exercisable options WITH held by Mr. Morton. 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,120,501 without giving effect to exercisable options held by Mr. Morton and other holders of exercisable options; 2,788,178 giving effect to exercisable options held by Mr. Morton and other holders of exercisable options. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 55.8% without giving effect to exercisable options held by Mr. Morton and other holders of exercisable options; 62.4% giving effect to exercisable options held by Mr. Morton and other holders of exercisable options 14. Type of Reporting Person (See Instructions) IN 3 CUSIP No. 619328 10 7 Page 3 of 21 Introductory Statement This Amendment No. 1 amends and updates the information supplied by Mr. William D. Morton on a Schedule 13D that he filed on October 29, 1997, together with Morton Metalcraft Holding Company ("Morton") with respect to the common stock, par value $.01 per share, of MLX Corp. (the "Original Filing"). At the time of the Original Filing, Mr. Morton did not own any shares of MLX Corp., but he had entered into the Pre-Merger Voting Agreement (as hereinafter defined) with the Shareholders (as hereinafter defined) who agreed to vote their shares of MLX Corp. common stock in favor of the merger described below and certain other matters. On January 20, 1998, Morton was merged into MLX Corp. (the "Merger") and the name of MLX Corp. was changed to Morton Industrial Group, Inc. (the "Company"). In the merger, Mr. Morton received the shares of Class A Common Stock and Class B Common Stock of the Company and options to acquire shares of Class A Common Stock described in this Amendment No. 1 in exchange for the shares of Morton common stock and Morton common stock options. (Immediately before Merger, MLX Corp. reclassified its common stock into the Class A Common Stock and Class B Common Stock.) As a result of the Merger, Morton ceased to exist and therefore is not a party to this Amendment No. 1. Item 1. Security and Issuer. This statement relates to the Class A Common Stock, par value $.01 per share of the Company, Morton Industrial Group, Inc., a Georgia corporation that was formerly named MLX Corp. The address of the Company's principal executive offices is 1021 West Birchwood, Morton, Illinois 61550. Item 2. Identity and Background. 1. William D. Morton (a)-(c), (f) Mr. William D. Morton ("Mr. Morton") is the chairman and chief executive officer of the Company. Mr. Morton is a citizen of the United States and his business address is 1021 West Birchwood, Morton, Illinois 61550. (d)-(e) During the last five years Mr. Morton has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has Mr. Morton been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction with the result of such proceeding being 4 CUSIP No. 619328 10 7 Page 4 of 21 that Mr. Morton is subject to a judgment, decree, or final order enjoining future violation of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Mr. Morton acquired his shares of the Company's Class A Common Stock and options to purchase shares of the Class A Common Stock as a result of the Merger of Morton into the Company. In the Merger, Mr. Morton also received 100,000 shares of the Company's Class B Common Stock, which is not registered under the Securities Exchange Act of 1934. The Merger was effective on January 20, 1998. Prior to the Merger, Mr. Morton owned approximately 83% of the issued and outstanding shares of common stock of Morton. Immediately before the Merger, the Company purchased a portion of Mr. Morton's shares of Morton for cash, and in the Merger, the balance of his Morton shares were exchanged for shares of the Company's Class A Common Stock reflected in this filing and the Class B Common Stock. The last reported bid price for a share of MLX Corp. common stock (which was exchanged in the Merger for the Company's Class A Common Stock on a share for share basis) on October 19, 1997, (the day before the Merger was announced) was $16.75. Applying that value to the shares of Class A Common Stock that Mr. Morton received in the Merger, and assuming that the shares of Class B Common Stock he received in the Merger have the same value per share, the shares issued to Mr. Morton in the Merger would have an aggregate value of $22,093,083.00. As set forth in Item 5, below, Mr. Morton also received exercisable options to acquire additional shares of the Class A Common Stock that at the $16.75 bid price would have an aggregate value of $1,078,651.00, after giving effect to the payment of the $.108 per share exercise price of the options. (The last reported trade of MLX Corp.'s common stock on January 16, 1998, the last trading day immediately preceding the special meeting of shareholders at which the Merger was approved was $17.875 per share.) Item 4. Purpose of Transaction. Prior to the Merger, Mr. Morton was the President, Chief Executive Officer, and an 83% shareholder of Morton, a 5 CUSIP No. 619328 10 7 Page 5 of 21 contract manufacturer of fabricated sheet metal components and subassemblies for construction, agricultural, and equipment manufacturers. In 1997, Morton retained Bowles Hollowell Connor & Co. ("BHC"), an investment banking firm, to explore opportunities for possible transactions by Morton with other companies. Prior to June 30, 1995, the Company owned and managed businesses in a variety of industries. After the sale of its S.K. Wellman industrial friction materials business on June 30, 1995, the Company had no recurring revenues or operations and engaged in the active search for acquisition opportunities meeting its financial criteria. In June 1997, BHC contacted a director of the Company about a possible combination of Morton and the Company. During the ensuing negotiations, Mr. Morton made it clear that he must maintain control of the Morton operation following any transaction. Under the resulting transaction structure, Mr. Morton has voting control of the Company through his ownership of shares of the Company's Class A Common Stock and Class B Common Stock and a proxies granted him by certain other shareholders and option holders. In addition, three of the Company's five directors after the Merger were directors of Morton before the Merger, and the other two were directors of the Company before the Merger. See Item 5, below, for further information about Mr. Morton's share ownership and the proxies he holds. Mr. Morton does not have any plans or proposals that relate to or would result in: (a) The acquisition by any person of additional securities of the issuer (other than shares of Class A Common Stock to be acquired upon the exercise of outstanding options or options granted under the 1997 Plan, as hereinafter defined), or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; 6 CUSIP No. 619328 10 7 Page 6 of 21 (d) Any change in the present board of directors or management of the Company, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. As a result of the Merger, Mr. Morton owns 1,218,990 shares of the Company's issued and outstanding Class A Common Stock (the "Class A Shares") and 100,000 shares of the Company's issued and outstanding Class B Common Stock (the "Class B Shares"). He also holds exercisable options to purchase 64,815 shares of the Company's Class A Common Stock (the "Options"). The Options have an exercise price of $.108 per share. Mr. Morton received the Options in the Merger in exchange for options previously issued to him to acquire Morton common stock. If not exercised, the Options expire on February 15, 2005. In the Merger, other members of the management of the Company or its subsidiaries received exercisable options to acquire 602,862 shares of Class A Common Stock in exchange for their options to acquire shares of Morton common stock (the "Management Options"). 7 CUSIP No. 619328 10 7 Page 7 of 21 The exercise price of the Management Options is also $.108 per share. Mr. Morton's Class A Shares constitute 32.1% of the issued and outstanding Class A Common Stock immediately following the Merger. Each Class A Share is entitled to one vote, and immediately following the Merger, Mr. Morton's Class A Shares constitute 30.9% of the total voting power of the issued and outstanding shares of Class A Common Stock and Class B Common Stock and 32.1% of the voting power of the issued and outstanding shares of Class A Common Stock. Mr. Morton has sole voting and dispositive power with respect to these Class A Shares. Mr. Morton's Class B Shares are half of the issued and outstanding shares of Class B Common Stock. Each Class B Share is initially entitled to approximately .72 votes per share, and Mr. Morton's Class B Shares initially constitute 1.8% of the total voting power of the issued and outstanding shares of Class A Common Stock and Class B Common Stock. If the Options and Management Options were exercised in full, Mr. Morton's Class A Shares would constitute 28.7% of the then issued and outstanding Class A Common Stock. Without giving effect to the TCR Proxy and Management Proxy described below, Mr. Morton's Class A Shares would, in such event, constitute 27.8% of the total voting power of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock and 28.7% of the voting power of the then issued and outstanding shares of Class A Common Stock. If the Options and Management Options were exercised in full, Mr. Morton's Class B Shares would constitute 1.6% of the total voting power of the then issued and outstanding shares of the Class A Common Stock and Class B Common Stock (without giving effect to the Management Proxy and TCR Proxy described below). Mr. Morton has also been granted additional options to acquire 612,620 shares of Class A Common Stock under the Company's 1997 Stock Option Plan (the "1997 Plan"). The Company has reserved 1,166,896 shares of Class A Common Stock for issuance under the 1997 Plan. Other members of management of the Company and its subsidiaries have been granted options to purchase 170,846 shares of Class A Common Stock. The options granted to Mr. Morton and the other recipients (the "Plan Options") have an exercise price of $17.125 per share and vest in 8 CUSIP No. 619328 10 7 Page 8 of 21 equal amounts on January 20, 1999, 2000, and 2001. After these grants, 383,429 shares of Class A Common Stock remain reserved for the future grant of options under the 1997 Plan. By virtue of his stock ownership and the proxies described below, Mr. Morton will be able to direct the affairs of the Company and determine the outcome of most matters required to be submitted to stockholders for approval, including the election of all directors and amendments to the Company's Articles of Incorporation. TCR Proxy Pursuant to a Shareholders Agreement among Mr. Morton and Terbem Limited, Tinvest Limited, Teribe Limited (now named Quilvest American Equity), TCR International Partners, LP, Mitvest Limited, TCRI Offshore Partners CV, and Bobst Investment Corp. (collectively the "TCR Group") dated October 20, 1997, Mr. Morton has been granted proxy to vote the 888,178 shares of Class A Common Stock and 100,000 shares of Class B Common Stock owned by the members of the TCR Group (the "TCR Proxy") on all matters except (i) the liquidation of the Company, (ii) the sale of all or substantially all of the company's assets, and (iii) any merger or consolidation of the Company if thereafter stockholders of the Company (including Mr. Morton) before such merger or consolidation do not hold (by ownership of stock, by proxy, or otherwise) the power to vote at least 60% of the votes entitled to elect the directors of the Company resulting from such merger or consolidation. By virtue of the allocation of the voting rights under the TCR Proxy, Mr. Morton has shared voting power with respect to the TCR Group's shares of Class A Common Stock. Mr. Morton has no dispositive power with respect to the TCR Group's shares of Class A Stock. By exercising his voting rights under the TCR Proxy and voting the Class A Shares and Class B Shares he owns, Mr. Morton will control 57.1% of the voting power of the Company immediately following the Merger (without giving effect to the Management Proxy described below or the exercise of any of the Options, Management Options, or Plan Options) on all matters requiring a shareholder vote other than the three matters listed in the immediately preceding paragraph. The TCR Proxy is irrevocable and has a term of ten years, although it will terminate earlier upon (i) Mr. Morton's death or 9 CUSIP No. 619328 10 7 Page 9 of 21 disability, (ii) Mr. Morton's termination (other than a constructive termination) of his employment with the Company, (iii) the Company's termination of Mr. Morton's employment for cause, or (iv) Mr. Morton's ownership of Class A Common Stock falling below 1,096,425 shares (including any shares issuable upon the exercise of options), adjusted to reflect any stock splits and similar actions occurring after the Merger. The Shareholders Agreement that contains the TCR Proxy also places certain restrictions on the transfer of shares of Class A Common Stock and Class B Common Stock held by Mr. Morton and the TCR Group and grants Mr. Morton rights to put his shares of his Class A Common Stock and Class B Common Stock to the members of the TCR Group. See Item 6, below. A copy of the Shareholders Agreement is Exhibit 1 to this filing. Management Proxy Following the Merger, Mr. Morton, the holders of the Management Options, and Mr. Mark W. Mealy, a director of the Company, entered into a Voting Agreement under which Mr. Mealy granted Mr. Morton an irrevocable proxy to vote, on all matters requiring a shareholder vote, the 13,333 shares of Class A Common Stock owned by him. Under the Voting Agreement, Mr. Fred W. Broling, a director of the Company, Daryl R. Lindemann, Brian L. Geiger, Brian R. Doolittle, David M. Stratton, and Robert J. Janeczko, executive officers of the Company or its subsidiaries, each granted Mr. Morton an irrevocable proxy to vote, on all matters requiring a shareholder vote, the shares of Class A Common Stock they will acquire upon the exercise of their outstanding Management Options, Plan Options, and any other options granted them under the 1997 Plan. (The proxies granted under the Voting Agreement are collectively referred to as the "Management Proxy"). The Management Proxy has a ten year term, but will terminate earlier upon (i) Mr. Morton's death or disability, (ii) Mr. Morton's termination of his employment with the Company (other than a constructive termination), and (iii) the Company's termination of Mr. Morton's employment for cause. Messrs. Geiger, Lindemann, Doolittle, Stratton, Janeczko, and Broling hold Management Options to acquire 69,697, 69,697, 10 CUSIP No. 619328 10 7 Page 10 of 21 69,697, 69,697, 46,296, and 277,778 shares of Class A Common Stock, respectively, and the Company has granted Messrs. Geiger, Lindemann, Doolittle, Stratton, and Janeczko Plan Options to acquire 61,579, 32,406, 17,820, 17,820, and 41,221 shares of Class A Common Stock, respectively. During the term of the Management Proxy, Mr. Morton will have the sole voting power with respect to these shares (when issued) and Mr. Mealy's issued and outstanding shares of Class A Common Stock. Mr. Morton will have no dispositive power with respect to any of these shares, and none of named individuals is or will be a party to the Shareholders' Agreement. Mr. Morton's exercise of his voting rights under the Management Proxy, the TCR Proxy, and the shares of Class A Common Stock and Class B Common Stock owned by him will allow him to exercise the following percentages of the total voting power of the Class A Common Stock and Class B Common Stock: (i) 57.4% before the exercise of the Options, any Management Options or Plan Options; (ii) 63.6% after exercise of the Options and all of the Management Options, but before the exercise of any Plan Options; and (iii) 68.9% after the exercise of the Options, all Management Options, and all Plan Options. (The percentage in clause (iii) declines to 64.3% if the remaining 383,429 shares of Class A Common Stock reserved for issuance under the 1997 Plan are granted to and exercised by persons who are not parties to the Voting Agreement or the Shareholders' Agreement.) A copy of the Voting Agreement is Exhibit 2 to the filing. Other Information. A. Quilvest and Three Cities Quilvest American Equity and Three Cities Holding Limited have previously filed and from time to time amended a Schedule 13D reflecting their ownership interest in the Company. Based upon Amendment No. 6 to such filing, Mr. Morton can provide the information set out below about the members of the TCR Group or their controlling persons. All such information is provided to the best of Mr. Morton's knowledge. 1. Quilvest American Equity. (a)-(c), (f): Quilvest American Equity(formerly known as Teribe Limited) is a British Virgin Islands company 11 CUSIP No. 619328 10 7 Page 11 of 21 whose principal business is the investment and reinvestment of its resources, directly or through affiliates, in the securities of enterprises in various parts of the world, including the United States. Quilvest American Equity is a wholly-owned subsidiary of Quilvest Overseas Limited (formerly known as Real Limited), a British Virgin Islands company ("QOL"). The principal business of QOL is the investment of its resources in marketable securities and commodities and, through affiliates such as Quilvest American Equity, in securities of other enterprises in various parts of the world. The address of the principal office of Quilvest American Equity and QOL is Craigmuir Chambers, P.O. Box 91, Road Town, Tortola, British Virgin Islands. The address of the principal place of business of Quilvest American Equity and QOL is c/o Sociedad Internacional de Finanzas S.A., Rincon 432, Esq. 24, Montevideo, Uruguay. QOL is a subsidiary of Quilvest (formerly known as Enterprise Quilmes, S.A.), a Luxembourg holding company whose shares, which are issued in bearer form, are listed and traded on the Paris and Luxembourg Stock Exchanges. In addition to QOL, Quilvest owns a French holding company which controls a bank located in Paris and invests in French securities. The address of the principal office and business of Quilvest is 84 Grandrue, Luxembourg, Grand Duchy of Luxembourg. Listed in Schedules A, B, and C attached hereto and incorporated by reference are the names of, and certain information concerning, the directors and executive officers of Quilvest, QOL and Quilvest American Equity. No person controls or shares in the control of Quilvest who is not a member of its board of directors. (d)-(e): None of Quilvest, QOL, Quilvest American Equity nor, any of the persons listed on Schedules A, B or C attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment decree or final order enjoining future violations of, or 12 CUSIP No. 619328 10 7 Page 12 of 21 prohibiting or mandating activities subject to, federal state security laws of funding and violation with respect to such laws. 2. Three Cities. In connection with the Shareholders Agreement, Three Cities Limited Holding ("Three Cities") and the parties (or their successors) to the Shareholders Agreement other than Mr. Morton (such other parties being the "Investors") entered into a voting agreement dated as of January 20, 1998, under which Three Cities and the Investors acknowledged the prior and continuing existence of a proxy from the Investors granting Three Cities the sole and irrevocable power to vote and dispose of the shares of Class A Common Stock and Class B Common Stock of the Company owned of record by the Investors. Three Cities agreed in the voting agreement, though, to relinquish its right to vote such shares to the extent the Investors had granted such rights to Mr. Morton pursuant to the Shareholders Agreement and to limit its power to dispose of such shares to the extent the Investors had agreed to be restricted in the Shareholders Agreement. A copy of the voting agreement referred to in this paragraph is filed as an exhibit to Amendment No.6 of the Schedule 13D of Quilvest American Equity and Three Cities. (a)-(c), (f): Three Cities is a British Virgin Islands corporation and its principal business consists of the provision of investment advice. Information concerning the name, residence or business address, principal occupation or employment and citizenship of each of the directors and executive officers of Three Cities is contained in Schedule D attached hereto and incorporated by reference. Three Cities is not controlled by any corporation or person, although two of the directors of Quilvest and members of their extended families are significant. (d)-(e): Neither Three Cities nor any of the persons listed on Schedule D attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 13 CUSIP No. 619328 10 7 Page 13 of 21 B. Parties to the Management Voting Agreement. The persons other than Mr. Morton who are parties to the Voting Agreement are the following: 1. Mark W. Mealy, who is a Managing Director of Bowles Hollowell Connor &n Co. His address is 227 West Trade Street, Charlotte, North Carolina 28202. 2. Fred W. Broling, who is the Chief Executive Officer and Chairman of Plastic Specialties and Technologies, Inc. His address is 270 Oakridge Avenue, Summit, New Jersey 07901. 3. Daryl R. Lindemann is the Company's Vice President, Finance. His address is 1021 West Birchwood, Morton, Illinois 61550. 4. Brian L. Geiger is Vice President, Morton Operations, of the Company. His address is 1021 West Birchwood, Morton, Illinois 61550. 5. Robert J. Janeczko, is Vice President, Peoria Operations, of the Company. His address is 8201 North University Street, Peoria, Illinois 61615. 6. David Stratton, is Vice President, North Carolina Operations, of the Company. His address is 2080 East Williams Street, Apex, North Carolina 27502. 7. Brian R. Doolittle is the Company's Vice President, Sales, Marketing, and Engineering. His address is 1021 West Birchwood, Morton, Illinois 61550. Each of Messrs. Mealy, Broling, Lindemann, Geiger, Janeczko, Stratton, and Doolittle is a citizen of the United States. During the last five years, none of them has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has any been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction with the result of such proceeding being such person's being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. 14 CUSIP No. 619328 10 7 Page 14 of 21 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On October 20, 1997, in connection with the proposed Merger, each of Terbem Limited, Tinvest Limited, Teribe Limited, TCR International Partners, L.P., Mitvest Limited, and Bobst Investment Corp. (collectively, the "Shareholders") and Morton entered into a voting agreement (the "Pre-Merger Voting Agreement") pursuant to which the Shareholders agreed to vote the aggregate of 998,178 shares of MLX common stock held by them in favor of (i) a recapitalization of MLX Corp. that immediately preceded the Merger, (ii) the Merger, and (iii) the 1997 Stock Option Plan, and each of the other actions contemplated or required in furtherance of such transactions. The Pre-Merger Voting Agreement terminates upon the earlier of January 30, 1998, or the mutual written consent of the Shareholders and Morton (now the Company). The Pre-Merger Voting Agreement was attached as Exhibit 1 to the Original Filing and is incorporated herein by reference. Mr. Morton and the Shareholders have entered into a Shareholders Agreement that contains the TCR Proxy described in Item 5 above. The Shareholders Agreement also grants Mr. Morton the right to put all of his Class A Shares and Class B Shares to the Shareholders and obligates the Shareholders to purchase such shares if (i) the Shareholders are entitled to vote for (A) the sale of all or substantially all of the Company's assets, or (B) any merger or consolidation involving the Company, if immediately thereafter shareholders of the Company, including Mr. Morton, before such merger or consolidation do not hold (by ownership of stock, by proxy, or otherwise) the power to vote at least 60% of the votes entitled to elect the directors of the Corporation resulting from such transaction; (ii) any Shareholder or its affiliate fails to vote in favor of any such transaction, and (iii) such transaction is not approved by the shareholders of the Company. The purchase price for Mr. Morton's shares is the fair market value of the assets that Mr. Morton would have received in such transaction for his shares. If Mr. Morton would have retained any stock in the proposed transaction, the purchase price for the stock will equal its fair market value. The Shareholders Agreement establishes certain restrictions on the transfers of Class A Common Stock and Class B Common Stock by Mr. Morton and the Shareholders other than transfers by Mr. 15 CUSIP No. 619328 10 7 Page 15 of 21 Morton or the Shareholders to their respective affiliates or transfers by Mr. Morton upon the exercise of his put rights described above. Initially, neither Mr. Morton nor the Shareholders can otherwise transfer their shares of Class A Common Stock in the three years following the Merger. If after the three year period Mr. Morton or the Shareholders desire to transfer any shares of Class A Common Stock, the one intending to make the transfer must give the other notice of such intent and the other has the right to elect to join in the transaction and transfer up to a maximum number of its shares of Class A Common Stock that can be sold without causing a "change in ownership" as defined in the Internal Revenue Code of 1986, as amended. Neither Mr. Morton nor the Shareholders can transfer shares of Class B Common Stock until ten years after the Merger or the earlier termination of the Proxy. The Shareholders Agreement also prohibits Mr. Morton and his affiliates and the Shareholders and their affiliates from acquiring additional shares of Class A Common Stock or Class B Common Stock without the approval of the Shareholders or Mr. Morton, respectively, and the Company's board of directors. Notwithstanding this restriction, Mr. Morton may acquire shares of Class A Common Stock upon the exercise of options held by him. Mr. Morton previously held options to purchase 64,815 shares of the Common Stock of Morton. In connection with the Merger, these options were converted into the Option to purchase 64,815 shares of the Company's Class A Common Stock. The Options are currently exercisable at $.108 per share and expire on February 15, 2005. On January 19, 1998, the Company's shareholders approved the Company's 1997 Stock Option Plan (the "1997 Plan") under which 1,166,896 shares of Class A Common Stock are reserved for issuance. Mr. Morton and other officers of the Company and its subsidiaries have been granted options under the 1997 Plan to acquire 783,467 shares of Class A Common Stock, as more fully described in Item 5, above. 16 CUSIP No. 619328 10 7 Page 16 of 21 Item 7. Material to be Filed as Exhibits. Exhibit 1 Shareholders Agreement Exhibit 2 Voting Agreement 17 CUSIP No. 619328 10 7 Page 17 of 21 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: January 30, 1998 /S/ William D. Morton ----------------------------- William D. Morton 18 CUSIP No. 619328 10 7 Page 18 of 21 SCHEDULE A Quilvest
Principal Occupation or Employment and the Name Principal Business and Address Residence or of Organization in which such Name Business Address Employment is Conducted Citizenship - ---- ---------------- ------------------------------- ----------- Julio E. Nunez c/o Quilvest Chairman of Quilvest and Argentina Director and 69 Chester Square several of its subsidiaries President London SW1, England Peter Bemberg c/o Quilvest Officer of Laidlaw Holdings U.S.A. Director 84, Grand Rue Inc., New York, New York 1660 Luxembourg (financial services company) Grand Duchy of Luxembourg Andre Elvinger 15, Cote d'Eich Attorney-at-law, Luxembourg Luxembourg Director 1450 Luxembourg Grand Duchy of Luxembourg Hans Jorg Furrer FIDES Chairman of the Executive Switzerland Director Treuhandgesellschaft Committee, FIDES Bleicherweg 33 Treuhandgesellschaft, Zurich, 98002 Zurich, Switzerland Switzerland Paul de Ganay 243, Blvd. St. Germain Landowner France Director Paris, France Charles de 82 Blvd. Arago Professional investor and France Montalembert Paris, France director of companies, France Director Alvaro Sainz de Sociedad Iberica de Director, Sociedad Iberica de Spain Vicuna Cartera, S.A. (SIBEC) Cartera, S.A. (SIBEC), Director Dr. Fleming 3 Madrid, Spain Madrid, Spain Louis James de Viel Establissements Martin General Manager France Castel 25bis rue de Constantine Establissements Martin, Paris, Director Paris, France France Christian Baillet SAPLA General Manager, SAPLA, France Chief Financial 243, Blvd. St. Germain (financial holding company) Officer Paris, France Paris, and SIFAS, Paris, France Carlo Hoffman c/o Quilvest Secretary General of the Luxembourg Secretary General 84, Grand Rue Quilmes Group of companies Luxembourg Grand Duchy of Luxembourg
19 CUSIP No. 619328 10 7 Page 19 of 21 SCHEDULE B Quilvest Overseas Limited
Principal Occupation or Employment and the Name Principal Business Residence or and Address of Organization in Name Business Address which such Employment is Conducted Citizenship - ---- ---------------- ---------------------------------- ----------- Julio E. Nunez c/o Quilvest Chairman of Argentina Director and 69 Chester Square Quilvest and President London SW1, England several of its subsidiaries Group of companies SAPLA General Manager, France Director and 243, Blvd. St. Germain SAPLA, (financial Treasurer Paris, France holding company) Paris and SIFAS, Paris, France Walter Knecht Societe Department Head, Switzerland Director Internationale de Societe Finance International de Lowenstrasse 19 Finance (financial Zurich, Switzerland services) Kurt Sonderegger Societe General Manager, Switzerland Director Internationale de Societe Finance International de Lowenstrasse 19 Finance (financial Zurich, Switzerland services) Carlo Hoffman c/o Quilvest Secretary General Luxembourg Secretary 84, Grand Rue of the Quilmes 1660 Luxembourg Group of companies Grand Duchy of Luxembourg Eric Salvisberg Societe Chief Executive Switzerland Director Internationale de Officer, Societe Finance International de Lowenstrasse 19 Finance (financial Zurich, Switzerland services)
20 CUSIP No. 619328 10 7 Page 20 of 21 SCHEDULE C Quilvest American Equity
Principal Occupation or Employment and the Name Principal Business Residence or and Address of Organization in Name Business Address which such Employment is Conducted Citizenship - ---- ---------------- ----------------------------------- ----------- Julio E. Nunez c/o Quilvest Chairman of Argentina Director and 69 Chester Square Quilvest and President London SW1, England several of its subsidiaries Christian Baillet SAPLA General Manager, France Director and 243, Blvd. St. Germain SAPLA, (financial Treasurer Paris, France holding company) Paris and SIFAS, Paris, France Walter Knecht Societe Department Head, Switzerland Director Internationale de Societe Finance International de Lowenstrasse 19 Finance (financial Zurich, Switzerland services) Kurt Sonderegger Societe General Manager, Switzerland Director Internationale de Societe Finance International de Lowenstrasse 19 Finance (financial Zurich, Switzerland services)
21 CUSIP No. 619328 10 7 Page 21 of 21 SCHEDULE D THREE CITIES HOLDINGS LIMITED
Principal Occupation or Employment and the Name Principal Business Residence or and Address of Organization in Name Business Address which such Employment is Conducted Citizenship - ---- ---------------- ------------------------------------ ----------- Julio E. Nunez c/o Quilvest Chairman of Argentina Director and 69 Chester Square Quilvest and President London SW1, England several of its subsidiaries, Luxembourg Christian Baillet SAPLA General Manager, France Director and 243, Blvd. St. Germain SAPLA, (financial Treasurer Paris, France holding company) Paris and SIFAS, Paris, France Eric Salvisberg Societe Chief Executive Switzerland Director and Internationale de Officer, Societe Treasurer Finance International de Lowenstrasse 19 Finance (financial Zurich, Switzerland services), Zurich Kurt Sonderegger Societe General Manager, Switzerland Director Internationale de Societe Finance International de Lowenstrasse 19 Finance (financial Zurich, Switzerland services), Zurich
EX-1 2 EX-1 1 EXHIBIT 1 SHAREHOLDERS AGREEMENT AGREEMENT, dated as of October 20, 1997, between Terbem Limited, Tinvest Limited, Teribe Limited, TCR International Partners, LP, Mitvest Limited, Bobst Investment Corp. and Three Cities Offshore Partners CV (collectively, the "TCR Group," each individually, a "TCR Group Member") and William D. Morton ("Morton"). WHEREAS, Morton Metalcraft Holding Co., a Delaware Corporation ("Morton Metalcraft"), and MLX Corp., a Georgia corporation ("MLX"), have entered into an Agreement and Plan of Merger, dated as of October 20, 1997 (the "Merger Agreement") pursuant to which Morton Metalcraft will be merged with and into MLX (the "Merger"), with MLX being the surviving corporation (hereinafter referred to as the "Corporation"); WHEREAS, pursuant to the Merger Agreement, Morton will acquire 1,218,990 shares of the Class A Common Stock, par value $.01 per share, of the Corporation ("Class A Common Stock") and 100,000 shares of Class B Common Stock, par value $.01 per share, of the Corporation ("Class B Common Stock" and together with the Class A Common Stock, the "Common Stock" ); WHEREAS, pursuant to the Recapitalization, the TCR Group will hold an aggregate of 888,178 shares of the Class A Common Stock and 100,000 shares of Class B Common Stock; WHEREAS, the TCR Group and Morton desire to enter into an agreement with respect to certain matters regarding the transfer and voting of certain Shares of Common Stock that will be owned by the TCR Group and Morton upon consummation of the Recapitalization and the Merger. NOW THEREFORE, in consideration of the mutual promises and 2 agreements set forth herein, the adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" of any Person means (i) in the case of any TCR Group Member, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such TCR Group Member, and (ii) in the case of Morton, a member of Morton's immediate family, which shall include his parents, spouse, children or grandchildren, and spouses of children or grandchildren ("Family Members"), or a trust, corporation or partnership, all of the beneficial interests in which shall be held by Morton or one or more Family Members of Morton; provided, however, that during the period any such trust, corporation, or partnership holds any right, title or interest in any Shares, no Person other than Morton or one or more Family Members of Morton may be or become beneficiaries, stockholders or limited or general partners thereof. "Class A Common Stock" has the meaning set forth in the recitals to this Agreement. "Class B Common Stock" has the meaning set forth in the recitals to this Agreement. "Common Stock" has the meaning set forth in the recitals to this Agreement. "Common Stock Equivalents" means any security or obligation which is by its terms convertible into Shares of Common Stock, including, without limitation, any option, warrant or other subscription or purchase right with respect to Class A Common Stock or Class B Common Stock. "Effective Time" means the date and time when the Merger Agreement 3 shall become effective (as specified in the Merger Agreement). "Employment Agreement" means that certain Employment Agreement, to be executed between Morton and the Corporation as of the Effective Time. "Fair Market Value" means with respect to (i) any security traded on a registered securities exchange, the NASDAQ Stock Market, or the over the counter market, the average of the last quoted trade of such security on the twenty (20) consecutive trading days ended one trading day before the date of determination of Fair Market Value (provided that for any such trading day on which such security was not traded, the last quoted trade on the next preceding trading day when such security was traded shall be used in computing such average), and (ii) any other asset, the value as determined by a mutually agreed upon appraiser, which shall be either a nationally recognized accounting firm that is not the certified public accounting firm of any TCR Group Member or Morton, or a nationally recognized investment banking firm. "Fully Permitted Number" means, at any time, (i) in the event that the Maximum Sale Number is less than the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates and Morton and his Affiliates, each group's pro rata share of the Maximum Sale Number, based upon each group's ownership of outstanding Shares of Class A Common Stock, and (ii) in the event that the Maximum Sale Number is greater than the number of Shares of Class A Common Stock owned by the TCR group and its Affiliates and Morton and his Affiliates (a) in the case of the TCR Group and its Affiliates, the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates at such time and (b) in the case of Morton and his Affiliates, the Maximum Sale Number minus the number of Shares of Class A Common Stock owned by the TCR Group and its Affiliates at such time. For purposes of this definition, the number of Shares of Class A Common Stock owned by Morton and his Affiliates shall be deemed to be 418,990 Shares less any Shares sold by Morton and his Affiliates after the Effective Time, but not less than zero. Morton and his Affiliates' Fully Permitted 4 Number may exceed 418,990 pursuant to the terms of this definition. "Intention Notice" has the meaning set forth in Section 5.1.2 of this Agreement. "Morton Put Right" has the meaning set forth in Section 4.1 of this Agreement. "Maximum Sale Number" means, at any time, the maximum number of Shares of Class A Common Stock that can be sold without causing a "change in ownership," as defined in section 382 of the Internal Revenue Code of 1986, as amended. "Permitted Transferee" has the meaning set forth in Section 5.4 of this Agreement. "Person" means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization, governmental body or other entity. "Proxy Termination Date" has the meaning set forth in Section 3.2 of this Agreement. "Put Notice" has the meaning set forth in Section 4.2 of this Agreement. "Put Securities" has the meaning set forth in Section 4.1 of this Agreement. "Recapitalization" means the recapitalization of MLX as contemplated by Sections 4.4 and 5.10 of the Merger Agreement. "Shares" means, with respect to each party, all shares, whether now owned or hereafter acquired, of Class A Common Stock or Class B Common Stock owned by such party or its Affiliates, including shares of Common Stock which are issued upon conversion, exercise or exchange of all Common Stock Equivalents. "transfer" has the meaning set forth in Section 5 of this Agreement. "Transfer Notice" has the meaning set forth in Section 5.1.2 of this Agreement. "Transfer Notice Provider" has the meaning set forth in Section 5.1.2 of 5 this Agreement. "Transfer Notice Recipient" has the meaning set forth in Section 5.1.2 of this Agreement. "1997 Stock Plan" means the 1997 Stock Option Plan whereby a maximum of 1,166,896 shares of Class A Common Stock, par value $.01 per share, of MLX are authorized to be delivered to certain officers, other key employees, directors and consultants by MLX. 2. Effective Date; Term. This Agreement shall become effective only upon the consummation of the Merger and shall remain in effect until the Proxy Termination Date. 3. Irrevocable Proxy. 3.1 Grant of Proxy. The TCR Group hereby grants to, and appoints Morton as its irrevocable proxy and attorney-in-fact (with full power of substitution) to vote and/or to act by written consent with respect to all of the Shares of Class A Common Stock and Class B Common Stock owned by the TCR Group and its Affiliates with regard to all matters to be voted upon by the stockholders of the Corporation (including the vote for directors of the corporation), provided that the TCR Group does not grant to or appoint Morton as its irrevocable proxy to vote or act with regard to the following matters: (i) the liquidation of the Corporation; (ii) any sale of all, or substantially all, of the assets of the Corporation; and (iii) any merger or consolidation involving the Corporation, if immediately thereafter stockholders of the Corporation (including Morton) before such merger or consolidation do not hold (by ownership of stock, by proxy or otherwise) the power to vote at least 60% of votes entitled to elect the directors of the corporation resulting from such transaction. The proxy hereby granted by the TCR Group is given in consideration of the other mutual covenants herein contained, 6 and as such is coupled with an interest and shall be irrevocable until the occurrence of an event of termination set forth in Section 3.2. 3.2 Termination of Proxy. The proxy granted to Morton pursuant to Section 3.1 shall terminate and be of no further force or effect upon the earliest to occur of (i) ten years after the Effective Time; (ii) Morton's death or Disability (as defined in the Employment Agreement); (iii) in the event Morton terminates his employment with the Corporation (other than a Constructive Termination as defined in the Employment Agreement); (iv) in the event of Morton's termination by the Corporation for Cause (as defined in the Employment Agreement) or (v) in the event that Morton's ownership of Class A Common Stock falls below 1,096,425 Shares, including for this purpose Shares issuable upon conversion, exercise or exchange of all Common Stock Equivalents, as adjusted to reflect stock splits and similar actions in respect of the Class A Common Stock after the Effective Time (the date of the occurrence of any such event described in clauses (i) through (v) being referred to as the "Proxy Termination Date"). 4. Morton Put Right. 4.1 Exercise. If at any time prior to the Proxy Termination Date (i) the TCR Group is entitled to vote for a transaction described in (ii) and (iii) of the proviso to Section 3.1; (ii) any TCR Group Member or Affiliate fails to vote in favor of any such transaction and (iii) such transaction is not approved by the stockholders of the Corporation, then Morton shall have the right and option (the "Morton Put Right") to require the TCR Group to purchase all, but not less than all, of the Class A Common Stock and Class B Common Stock then owned by Morton and his Affiliates (the "Put Securities"). If Morton shall exercise the Morton Put Right, the TCR Group shall be obligated, jointly and severally, to purchase the Put Securities for a purchase price equal to the Fair Market Value Morton would have received in such proposed transaction for his Class A Common Stock and Class B Common Stock, provided that in the event that 7 Morton would have retained any or all of the Put Securities in such proposed transaction, the purchase price for such Put Securities shall be equal to the Fair Market Value of such Put Securities. 4.2 Notice and Duration. Exercise of the Morton Put Right may only be effected by delivering written notice to the TCR Group (the "Put Notice"). The Put Notice shall state the number of Put Securities held by Morton and his Affiliates. Exercise of the Morton Put Right shall be made, if at all, within 20 days after the occurrence of the event giving rise to the Morton Put Right. 4.3 Closing of Purchase of Put Securities. In any case where Morton exercises the Morton Put Right, the TCR Group shall purchase for cash the Put Securities within 45 days of the delivery of the Put Notice. 4.4 Termination of Morton Put Right. Morton shall have no right to exercise the Morton Put Right following, and the Morton Put Right shall terminate and be of no further force and effect, on the earliest to occur of (i) the expiration of the 20 day period described in Section 4.2 or (ii) the Proxy Termination Date. 5. Restrictions on Transfer and Purchase of Shares. The TCR Group and their Affiliates and Morton and his Affiliates shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of (whether by operation of law or otherwise) (each a "transfer") or purchase any Shares or any right, title or interest therein or thereto, except for transfers and purchases made in compliance with the provisions of this Agreement. Notwithstanding the existence of the proxy contained in Section 3.1, the TCR Group and its Affiliates may transfer Shares pursuant to the terms of this Agreement and any Shares transferred in compliance with the terms of this Agreement shall be free and clear of such proxy. 5.1 Limitation on Transfer of Class A Common Stock. 8 5.1.1 For three (3) years after the Effective Time, neither the TCR Group, Morton, nor any of their respective Affiliates may transfer any Shares of Class A Common Stock owned as of the Effective Time. 5.1.2 Commencing three (3) years after the Effective Time, neither Morton, any TCR Group Member nor any of their respective Affiliates may transfer any Shares of Class A Common Stock without complying with the procedures and requirements set forth in this Section 5.1.2. Prior to making any such transfer, Morton or any of his Affiliates, on the one hand, or the TCR Group or any of its Affiliates, on the other hand, shall provide written notice (the "Transfer Notice" and such party providing the Transfer Notice together with its Affiliates being referred to herein as the "Transfer Notice Provider") to the other party (together with its Affiliates the "Transfer Notice Recipient") of the Transfer Notice Provider's intention to make such transfer, which notice shall state the number of Shares proposed to be transferred, which number may be up to the Transfer Notice Provider's Fully Permitted Number. Within fifteen (15) days of the delivery of such Transfer Notice, the Transfer Notice Recipient shall deliver written notice (the "Intention Notice") to the Transfer Notice Provider, which notice shall state one of the following: (i) that the Transfer Notice Recipient does not intend to sell any Shares of Class A Common Stock or (ii) that the Transfer Notice Recipient intends to sell Shares of Class A Common Stock and the number of Shares such party intends to sell, which number may be up to the Transfer Notice Recipient's Fully Permitted Number. In the event that the Intention Notice contains the information contained in clause (i) above or in the event that no Intention Notice is provided, the Transfer Notice Provider may sell Shares of Class A Common Stock in any amount up to the Transfer Notice Provider's Fully Permitted Number, provided that such transfer shall be made within sixty (60) days from the earlier of (a) the date on which the Intention Notice is provided or (b) fifteen (15) days from the date the Transfer Notice is provided. In the event that the Intention Notice contains the information contained in clause (ii) above, the Transfer Notice 9 Provider and the Transfer Notice Recipient may transfer Shares of Class A Common Stock in an amount up to their respective Fully Permitted Numbers, provided that such transfer shall be made within sixty (60) days from the earlier of (a) the date on which the Intention Notice is provided or (b) fifteen (15) days from the date the Transfer Notice is provided. Any attempt to transfer any Shares in violation of this Section 5.1.2 shall be null and void ab initio and the Corporation shall not register any such transfer. Nothing contained within this Section 5.1.2 shall be deemed to affect the obligations of Morton, any TCR Group Member or any of their respective Affiliates to comply with any conditions or requirements set forth in the Articles of Incorporation of the Corporation, including any requirement to obtain any approval of the Board of Directors of the Corporation, any other documents of corporate governance, any other contract or agreement, or any applicable federal or state securities laws. 5.2 Limitation on Transfer of Class B Common Stock. Neither the TCR Group, Morton, nor any of their respective Affiliates may transfer any Shares of Class B Common Stock owned as of the Effective Time or convert any Shares of Class B Common Stock owned as of the Effective Time into Shares of Class A Common Stock pursuant to Section 2.3 of the Articles of Amendment of the Articles of Incorporation of MLX until the earlier of (i) ten (10) years after the Effective Time or (ii) the Proxy Termination Date. 5.3 Limitation on Purchase of Shares. Neither the TCR Group or any of its Affiliates, on the one hand, nor Morton or any of his Affiliates, on the other hand, shall purchase additional Shares of Class A Common Stock or Class B Common Stock after the Effective Time without the approval of Morton or the TCR Group, respectively, and of the Board of Directors of the Corporation, provided that this limitation shall not apply to the purchase of Shares of Class A Common Stock by Morton and his Affiliates pursuant to Common Stock Equivalents owned by Morton immediately after the Merger or issued to Morton pursuant to the 1997 Stock Plan. 10 5.4 Permitted Transfers. Notwithstanding anything to the contrary contained in this Agreement, but subject to this Section 5.4 and Section 5.5, at any time, any TCR Group Member or Morton or their respective Affiliates may transfer all or a portion of its Shares to any other TCR Group Member or to Morton or their respective Affiliates (each, a "Permitted Transferee") and Morton and his Affiliates may transfer their Shares pursuant to Section 4.1. 5.5 Permitted Transfer Procedures. If any member of the TCR Group or Morton or any of their respective Affiliates wishes to transfer Shares to a Permitted Transferee under Section 5.4, such party shall give written notice to the other party of its intention to make any such transfer not less than ten (10) days prior to effecting such transfer, which notice shall state the name and address of each Permitted Transferee to whom such transfer is proposed and the number of Shares proposed to be transferred to such Permitted Transferee; provided that the Permitted Transferee shall have assumed in writing all of the obligations of his transferor imposed by this Agreement and shall have agreed to be bound by each of the terms and provisions of this Agreement to which such transferor was bound. 6. Miscellaneous. 6.1 Waiver of Compliance; Consents. Any failure of the TCR Group or its Affiliates, on the one hand, or Morton or his Affiliates, on the other hand, to comply with any obligation, covenant, agreement or condition herein may be waived by Morton or the TCR Group, respectively, only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in 11 this Section 6.1. 6.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by facsimile or telegram or on the next business day when sent by overnight courier or on the second succeeding business day when sent by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by like notice); (i) if to the TCR Group and its Affiliates, to Three Cities Research, Inc. 135 East 57th Street New York, NY 10022 Attention: W. Robert Wright Telecopy: (212) 980-1142 with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Attention: Robert M. Hirsh, Esq. Telecopy: (212) 757-3990 and (ii) if to William Morton and his Affiliates, to Morton Metalcraft Holding Co. 1021 West Birchwood Morton, Illinois 61550 Attention: William D. Morton Telecopy: (309) 263-1841 with a copy to Husch & Eppenberger 101 S.W. Adams Street, Suite 800 Peoria, Illinois 61602-1335 Attention: Gene Petersen Telecopy: (309) 637-4928 12 6.3 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. This Agreement is not intended to confer upon any other person except the parties hereto any rights or remedies hereunder. 6.4 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof or of any other jurisdiction. 6.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6.6 Headings. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. 6.7 Entire Agreement. This Agreement and the documents or instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and the understandings between the parties with respect to such subject matter. 6.8 Specific Performance. The parties hereto intend that each of the parties have the right to seek damages or specific performance in the event that any other party hereto fails to perform such party's obligations hereunder. Therefore, if any party shall institute any action or proceeding to enforce the provisions hereof, any party against whom such action or proceeding is brought hereby waives any claim or defense 13 therein that the plaintiff party has an adequate remedy at law. 6.9 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such instruments and take such action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. 14 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. /s/ William D. Morton ---------------------------- William D. Morton TERBEM LIMITED By: /s/ W. Robert Wright ------------------------- Name: W. Robert Wright Title: Attorney-in-Fact TINVEST LIMITED By: /s/ W. Robert Wright ------------------------- Name: W. Robert Wright Title: Attorney-in-Fact TERIBE LIMITED By: /s/ W. Robert Wright ------------------------- Name: W. Robert Wright Title: Attorney-in-Fact 15 TCR INTERNATIONAL PARTNERS, L.P. By: Three Cities Research, Inc. its general partner By: /s/ Willem de Vogel ------------------------ Name: Willem de Vogel Title: President MITVEST LIMITED By: /s/ W. Robert Wright ---------------------------- Name: W. Robert Wright Title: Attorney-in-Fact BOBST INVESTMENT CORP. By: /s/ W. Robert Wright ---------------------------- Name: W. Robert Wright Title: Attorney-in-Fact 16 THREE CITIES OFFSHORE PARTNERS CV By: /s/ W. Robert Wright ------------------------------ Name: W. Robert Wright Title: Attorney-in-Fact EX-2 3 EX-2 1 EXHIBIT 2 VOTING AGREEMENT This Voting Agreement is made as of the 20 th day of January, 1998 by and between William D. Morton ("Morton") and Fred W. Broling, Mark W. Mealy, Daryl R. Lindemann, Brian L. Geiger, Brian R. Doolittle, David M. Stratton, and Robert J. Janeczko (collectively referred to as "Other Shareholders"). RECITALS WHEREAS, each of Morton and the Other Shareholders own now, or have the right to acquire in the future, shares of Class A Common Stock or shares of Class B Common Stock of Morton Industrial Group, Inc., a Georgia corporation ("Corporation"). WHEREAS, the parties desire to enter into an agreement with respect to voting the shares of Common Stock of the Other Shareholders. AGREEMENTS NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, the adequacy of which are hereby acknowledged, the parties agree as follows: 1. DEFINITIONS. As used in this Agreement, the following terms shall have the meaning set forth below: "Class A Common Stock" means the shares of Class A Common Stock, par value $0.01 per share, of the Corporation. "Class B Common Stock" means the shares of Class B Common Stock, par value $0.01 per share, of the Corporation. "Common Stock" means either the Class A Common Stock or the Class B Common Stock of the Corporation. "Common Stock Equivalents" means any security or obligation which is by its terms convertible into shares of Common Stock, including without limitation, any option, warrant, or other subscription or purchase right with respect to Class A Common Stock or Class B Common Stock. "Effective Time" means the effective date of this Agreement as noted above. "Person" means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint stock company, trust, unincorporated organization, governmental body or other entity. 2 "Shares" mean, with respect to each party, all shares, whether now owned or hereafter acquired, of Class A Common Stock or Class B Common Stock owned by such party, including shares of Common Stock which are issued upon conversion, exercise or exchange of all Common Stock Equivalents. "Employment Agreement" means that certain Employment Agreement between Morton and the Corporation effective as of January 20, 1998. 2. EFFECTIVE DATES; TERM. This Agreement shall become effective at the Effective Time and shall remain in effect until the Proxy Termination Date. 3. IRREVOCABLE PROXY. 3.1 GRANT OF PROXY. The Other Shareholders and each of them hereby grant to and appoint Morton as their irrevocable proxy and attorney-in-fact (with full power of substitution) to vote and/or act by written consent with respect to all of the Shares owned by the Other Shareholders (whether now owned or hereafter acquired) with regard to all matters to be voted upon by stockholders of the Corporation (including the vote for directors of the Corporation). The proxy herein granted to Morton by each of the Other Shareholders is coupled with an interest and shall be irrevocable until the Proxy Termination Date. 3.2 TERMINATION OF PROXY. The proxy granted to Morton pursuant to Section 3.1 shall terminate and be of no further force or effect upon the first to occur of (i) ten (10) years after the Effective Time; (ii) Morton's death or Disability (as defined in the Employment Agreement); (iii) in the event Morton terminates his employment with the Corporation (other than a Constructive Termination as defined in the Employment Agreement); or (iv) in the event of Morton's termination of employment by the Corporation for Cause (as defined in the Employment Agreement). The date of the occurrence of any such event described in clauses (i) through (iv) being referred to herein as the "Proxy Termination Date". 4. MISCELLANEOUS. 4.1 WAIVER OF COMPLIANCE; CONSENTS. Any failure of any party to comply with any obligation, covenant, agreement or condition herein may be waived by the other party only by written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirementsfor waiver of compliance as set forth in this section. - 2 - 3 4.2 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when given in person, by facsimile, or telegram, or on the next business day when sent by overnight courier or on the second succeeding business day when sent by registered or certified mail (postage prepaid, return receipt requested,) to the respective parties at their last known mailing address. 4.3 ASSIGNMENT. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and the respective successors and assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior consent of the other parties. This Agreement is not intended to confer upon any other person except the parties hereto, any rights or remedies hereunder. This Agreement shall be binding upon the transferee of any Shares transferred in any manner by any of the Other Shareholders. 4.4 GOVERNING LAWS. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof or of any other jurisdiction. 4.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.6 HEADINGS. The Article and Section headings contained in this Agreement are solely for the purpose of reference, and are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. 4.7 ENTIRE AGREEMENT. This Agreement and the documents or instruments referred to herein embodies the entire Agreement and understanding of the parties hereto in respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants, or other undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and the undertakings between the parties with respect to such subject matter hereof. 4.8 SPECIFIC PERFORMANCE. The parties hereto intend that each of the parties have the right to seek damages or specific performance in the event that any other party hereto fails to perform such party's obligations hereunder. Therefore, if any party shall institute any action or proceeding to enforce the provisions hereof, any party against whom such action or proceeding is brought hereby waives any claim or defense therein that the complaining party has an adequate remedy at law. - 3 - 4 4.9 FURTHER ASSURANCES. Each of the parties shall execute such instruments and take such action as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. EXECUTION This Voting Agreement is executed as of the date noted above. /s/ William D. Morton /s/ Fred W. Broling - ------------------------------ ---------------------------------- William D. Morton Fred W. Broling /s/ Briam R. Doolittle ----------------------------------- Brian R. Doolittle /s/ Brian L. Geiger ----------------------------------- Brian L. Geiger /s/ Robert J. Janeczko ----------------------------------- Robert J. Janeczko /s/ Daryl R. Lindemann ----------------------------------- Daryl R. Lindemann /s/ Mark W. Nealy ----------------------------------- Mark W. Mealy /s/ David M. Stratton ----------------------------------- David M. Stratton -----END PRIVACY-ENHANCED MESSAGE-----