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UNITED STATES
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
November 28, 2000
Date of Report (Date of earliest event reported)
MSX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-49821 38-3323099
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
275 REX BOULEVARD AUBURN HILLS, MICHIGAN
(Address of principal executive offices)
48326
(Zip Code)
(248) 299-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER INFORMATION
On November 28, 2000, MascoTech, Inc. ("MascoTech") sold its equity
interest in MSX International, Inc. ("MSXI"), consisting of 43,752 shares of
MSXI's Class A Common Stock and 180,000 shares of MSXI's Series A Preferred
Stock, to a subsidiary of Citicorp (the "MascoTech Sale"). On the same date,
Citicorp Venture Capital, Ltd. sold its equity interest in MSXI, consisting of
32,041 shares of MSXI's Class A Common Stock and 131,826 shares of MSXI's Series
A Preferred Stock, to the same subsidiary for an undisclosed amount.
The MascoTech Sale took place as a condition of the recapitalization
agreement and merger agreement between MascoTech and Riverside Company LLC
effective November 28, 2000 and involved a portfolio of assets acquired for an
aggregate consideration. The consideration paid for the MSXI shares was not
separately disclosed by the parties. As a result of the sale of shares by
MascoTech, MascoTech will no longer be entitled to nominate directors to MSXI's
board of directors. Currently, the nominating committee will be entitled to
designate two directors to the board. All stockholders continue to be bound to
vote their shares of Class A Common Stock for designees to the board as provided
in the Stockholders' Agreement dated as of January 3, 1997, as amended.
The following table provides certain information regarding the
beneficial ownership, as defined in Rule 13d-3 of the Securities Exchange Act of
1934 (the "Exchange Act"), of MSXI's common and preferred stock as of the close
of the transaction on November 28, 2000 by (i) each stockholder known to us to
be the beneficial owner of 5% or more of any class of MSXI's voting securities,
(ii) each of our directors and executive officers and (iii) all directors and
executive officers as a group. So far as is known to us, the persons named in
the tables below as beneficially owning the shares set forth therein have sole
voting power and sole investment power with respect to such shares, unless
otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY OWNED PERCENT OF CLASS
------------------ ----------------
CLASS SERIES A CLASS SERIES A
A PREFERRED A PREFERRED
NAME OF BENEFICIAL OWNER COMMON STOCK COMMON STOCK
---------------------------------------- ------ ----- ------ -----
<S> <C> <C> <C> <C>
Citicorp ...................................... 75,793* 311,826 74.3% 86.6%
399 Park Avenue, 14th Floor
New York, New York 10043
CCT Partners IV, L.P. ......................... 5,468* 22,495 5.4% 6.2%
399 Park Avenue, 14th Floor
New York, New York 10043
Richard M. Cashin, Jr. ........................ 1,084* 4,466 1.1% 1.2%
399 Park Avenue, 14th Floor
New York, New York 10043
Michael A. Delaney ............................ 332* 1,367 0.3% 0.4%
399 Park Avenue, 14th Floor
New York, New York 10043
Thomas T. Stallkamp ........................... 3,000* -- 2.9% --
275 Rex Blvd.
Auburn Hills, MI 48326
Erwin H. Billig(1) ............................ 3,000* -- 2.9% --
275 Rex Blvd.
Auburn Hills, MI 48326
Frederick K. Minturn .......................... 1,500* -- 1.5% --
275 Rex Blvd.
Auburn Hills, MI 48326
John Risk ..................................... 1,000* -- 1.0% --
275 Rex Blvd.
Auburn Hills, MI 48326
All directors and executive officers as a
group (6 persons) ............................. 9,916 5,833 9.7% 1.6%
</TABLE>
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* Consists of an equal number of shares of each of Series A-1 Common Stock,
Series A-2 Common Stock, Series A-3 Common Stock and Series A-4 Common
Stock (collectively, the "Class A Common Stock")
(1) In name of Billig Family Limited Partnership.
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SIGNATURE
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 hereunder duly authorized.
Dated: December 13, 2000
MSX INTERNATIONAL, INC.
By: /s/Frederick K. Minturn
----------------------------
Frederick K. Minturn
Executive Vice President, Chief Financial Officer
