SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the period ended March 31, 1997 Commission file number: 001-12933
AUTOLIV, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0378542
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Trade Center
Klarabergsviadukten 70
S-107 24 Stockholm
(Address of principal executive offices)
Registrant's telephone number, including area code: 46 (8) 402 0600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to
such filing requirements for the past 90 days.
Yes: No: X (1)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: There were
approximately 101 million shares of Common Stock of Autoliv, Inc., par
value $1.00 per share, outstanding as of May 12, 1997.
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1. The registrant became subject to the reporting requirements of the
Securities Exchange Act of 1934 on April 24, 1997 when it filed its
Registration Statement on Form 8-A.
PART I. Financial Information
Items 1-2. Financial Statements, Management's Discussion and Analysis
of Financial Condition and Results of Operations
On May 1, 1997, pursuant to the Combination Agreement, dated as
of November 25, 1996 (the "Combination Agreement"), by and among Autoliv
AB, a corporation organized under the laws of the Kingdom of Sweden
("Autoliv"), Morton International, Inc., an Indiana corporation
("Morton"), Autoliv, Inc., a Delaware corporation ("New Autoliv"), and ASP
Merger Sub Inc., a Delaware corporation ("Merger Sub"), Merger Sub merged
with and into Morton (the "Merger"), with Morton being the surviving entity
in the Merger and effective upon the consummation of the Merger, Morton
changed its name to Autoliv ASP, Inc. ("Autoliv ASP"). On April 30, 1997,
Morton, in accordance with the Distribution Agreement dated April 30, 1997
(the "Distribution Agreement"), between Morton and New Morton
International, Inc., an Indiana Corporation ("New Morton"), had (i)
distributed to New Morton all of Morton's businesses, assets and
liabilities, other than Morton's automotive safety products business and
the assets and liabilities related thereto, and (ii) contributed to New
Morton an amount of cash calculated in accordance with the terms of the
Distribution Agreement.
In addition, pursuant to the Combination Agreement, New Autoliv
conducted an exchange offer (the "Exchange Offer" and together with the
Merger, the "Combination") for all of the issued and outstanding shares of
common stock, par value Swedish kronor 10 per share, of Autoliv (the
"Autoliv Common Stock") and American Depositary Shares each representing
one share of Autoliv Common Stock ("ADSs" and together with the Autoliv
Common Stock, the "Autoliv Securities"), in return for shares of common
stock, par value $1.00 per share of New Autoliv ("New Autoliv Common
Stock"). On April 25, 1997, New Autoliv announced that over 90% of the
Autoliv Securities had been tendered in the Exchange Offer, and, that since
all the other conditions for consummation of the Exchange Offer had been
fulfilled or waived, New Autoliv would exchange New Autoliv Common Stock
for Autoliv Securities which were tendered in the Exchange Offer. On April
28, 1997, New Autoliv announced that it had extended the acceptance period
of the Exchange Offer until May 9, 1997. On May 14, 1997, New Autoliv
issued a press release announcing that 97.2% of the Autoliv Securities had
been tendered in the Exchange Offer and that any Autoliv Securities which
had not been tendered in the Exchange Offer would be acquired by New
Autoliv in a compulsory acquisition process under the Swedish Companies
Act. A copy of such press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
As a result of the Combination, Autoliv ASP has become a
wholly-owned subsidiary of New Autoliv and following the commencement of
the compulsory acquisition process, Autoliv will also become a wholly owned
subsidiary of New Autoliv.
Operating results for New Autoliv will be published as they
become available, but in any event, New Autoliv's initial two months of
operations will be made available in New Autoliv's Quarterly Report on Form
10-Q for the quarter ending June 30, 1997. Reference is made to the New
Autoliv Registration Statement on Form S-4 (File No. 333-23813) filed with
the Securities and Exchange Commission (the "Commission") on March 24, 1997
and Post Effective Amendment No. 1 thereto filed with the Commission on
April 30, 1997.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits
2.1 Distribution Agreement, dated as of April 30,
1997, by and between Morton and New Morton.
The Registrant agrees to furnish
supplementally a copy of any omitted exhibit
or schedule to the Commission upon request.
2.2 Tax Sharing Agreement, dated as of April 30,
1997, by and between Morton and New Morton.
The Registrant agrees to furnish
supplementally a copy of any omitted exhibit
or schedule to the Commission upon request.
2.3 Employee Benefits Allocation Agreement, dated
as of April 30, 1997, by and between Morton
and New Morton. The Registrant agrees to
furnish supplementally a copy of any omitted
exhibit or schedule to the Commission upon
request.
3.1 Registrant's Restated Certificate of
Incorporation.
3.2 Registrant's Restated By-Laws.
8.1 Opinion of Ernst & Young AB as to certain tax
matters.
99.1 Press Release dated May 14, 1997.
(b) Reports on Form 8-K
During 1997, New Autoliv filed three 8-K reports, with
each one reporting under Item 2 - Acquisition or
Disposition of Assets; and Item 5 - Other Events. No
financial statements were filed with any of the 8-K
reports. The dates of the filing of the 8-K reports
are as follows:
(i) Current Report on Form 8-K, dated as of April 28,
1997.
(ii) Current Report on Form 8-K, dated as of April 30,
1997.
(iii) Current Report on Form 8-K, dated as of May 1,
1997.
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, thereunto duly authorized.
AUTOLIV, INC.
Dated: May 14, 1997 By: /S/ WILHELM
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Wilhelm Kull
Chief Financial Officer (principal
financial officer)
EXHIBIT INDEX
Exhibit No. Description
2.1 Distribution Agreement, dated as of April 30, 1997, by
and between Morton and New Morton International Inc.
The Registrant agrees to furnish supplementally a copy
of any omitted exhibit or schedule to the Commission
upon request.
2.2 Tax Sharing Agreement, dated as of April 30, 1997, by
and between Morton and New Morton. The Registrant
agrees to furnish supplementally a copy of any
omitted exhibit or schedule to the Commission upon
request.
2.3 Employee Benefits Allocation Agreement, dated as of
April 30, 1997, by and between Morton and New Morton.
The Registrant agrees to furnish supplementally a copy
of any omitted exhibit or schedule to the Commission
upon request.
3.1 Registrant's Restated Certificate of Incorporation.
3.2 Registrant's Restated By-Laws.
8.1 Opinion of Ernst & Young AB as to certain tax matters.
99.1 Press Release dated May 14, 1997.