SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)* Superseding Schedule 13G
Masco Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574601 10 0
(CUSIP Number)
Gerald Bright, Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 1986
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following page(s))
Page 1 of __ Pages
PAGE
<PAGE>
CUSIP No. 574601 10 0 13D Page 2 of ____ Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
19,121,804
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
19,121,804
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,121,804
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.____ )*
Masco Industries, Inc
(Name of Issuer)
Depositary Shares, Each Representing 1/10th Share of $17.50 Convertible
Exchangeable Preferred Stock, par value $1.00 per share
(Title of class of securities)
574601 30 8
(CUSIP number)
Gerald Bright, Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 1986
(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 [ ]
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following page(s))
Page 3 of __ Pages
PAGE
<PAGE>
CUSIP No. 574601 30 8 13D Page 4 of ____ Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
3,000,000
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
3,000,000
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
Item 1. Security and Issuer.
This statement relates to Depositary Shares (the "Depositary Shares"), each
representing 1/10th share of $17.50 Convertible Exchangeable Preferred Stock,
$1.00 par value per share (the "Preferred Stock") and Common Stock, par value
$1.00 per share (the "Common Stock"), of Masco Industries, Inc., a Delaware
corporation (the "Company"). Masco Corporation actually holds 300,000 shares of
the underlying Preferred Stock, which may be deposited at any time in exchange
for 3,000,000 Depositary Shares.
The principal executive offices of the Company are located at 21001 Van
Born Road, Taylor, Michigan 48180.
Item 2. Identity and Background.
Information Relating to
Masco Corporation
(a) This statement is being filed by Masco Corporation,
a Delaware corporation ("Masco").
(b) The principal executive and business offices of
Masco are located at 21001 Van Born Road, Taylor, Michigan
48180.
(c) Masco is a manufacturer of building, home improve-
ment and other specialty consumer products.
Information Relating to
Executive Officers and Directors
of Masco Corporation
(a) and (b) (c)
Name and Business Address Present Principal Occupation
and Position with Masco
Gerald Bright Vice President, General
21001 Van Born Road Counsel and Secretary
Taylor, Michigan 48180 Masco Corporation
David A. Doran Vice President, Taxes
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Erwin L. Koning Director
951 Washington Road Masco Corporation
Grosse Pointe, Michigan
48230 Retired (formerly Senior
Vice President, National
Bank of Detroit)
John R. Leekley Vice President, Corporate
21001 Van Born Road Counsel
Taylor, Michigan 48180 Masco Corporation
Page 5 of 117 Pages
PAGE
<PAGE>
(a) and (b) (c)
Name and Business Address Present Principal Occupation
and Position with Masco
Wayne B. Lyon President
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Director, Masco Industries, Inc.
Alex Manoogian Chairman Emeritus and Director
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Richard A. Manoogian Chairman of the Board
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Chairman of the Board and
President
Masco Industries, Inc.
John A. Morgan Director
767 Fifth Avenue Masco Corporation and
44th Floor Masco Industries, Inc.
New York, New York 10153
Partner
Morgan Lewis Githens & Ahn
(investment bankers)
Richard G. Mosteller Senior Vice President, Finance
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Director, Masco Industries,
Inc.
John C. Nicholls, Jr. Treasurer
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Robert B. Rosowski Vice President and Controller
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Arman Simone Director
33 Riverside Avenue Masco Corporation
Westport, Connecticut 06880
Director and President
Simone Corporation
(commercial builders and
developers)
Samuel Valenti, III Vice President, Investments
21001 Van Born Road Masco Corporation
Taylor, Michigan 48180
Page 6 of 117 Pages
PAGE
<PAGE>
(a) and (b) (c)
Name and Business Address Present Principal Occupation
and Position with Masco
David G. Wesenberg Vice President, Human
21001 Van Born Road Resources
Taylor, Michigan 48180 Masco Corporation
General
(d) Masco has not been and, to the best of Masco's knowledge, none of
the above-named persons has been, convicted in a criminal proceeding during the
last five years.
(e) Masco has not and, to the best of Masco's knowledge, none of the
above-named persons has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
law or finding any violation with respect to such laws.
(f) To the best of Masco's knowledge, all of the above-named
individuals are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price for the Depositary Shares acquired by Masco
(the "Masco Depositary Shares") is $75,000,000, of which $6,899,000 was paid in
cash and the balance was paid by the exchange with the Company of Masco's 50
percent interest in Nimas Corporation upon the exercise of the Company's pre-
existing option on such interest. The cash portion of the purchase price was
derived from working capital.
Masco has the right, at its option, to convert the Masco Depositary Shares
into shares of Common Stock at any time at a rate equivalent to one share of
Common Stock for each Masco Depositary Share, or a conversion price of $25 per
share of Common Stock, subject to adjustment under certain conditions.
Item 4. Purpose of Transaction.
The Masco Depositary Shares were acquired by Masco for investment.
However, Masco may be deemed to be a controlling person of the Company by
virtue, among other things, of its ownership of Depositary Shares and Common
Stock. For further information concerning the relationship between the Company
and Masco, reference is made to the Prospectus of Masco Industries, Inc. dated
November 6, 1986 relating to the public offering of 5,000,000 Depositary Shares,
in particular the section captioned "Certain Relationships and Related
Transactions", which is incorporated herein by reference. A copy of the
Prospectus is filed herewith as an Exhibit.
Page 7 of 117 Pages
PAGE
<PAGE>
Item 5. Interest in Securities of Issuer.
Set forth below is certain information as to the beneficial ownership of
Common Stock and Depositary Shares by the persons identified in answer to Item
2. No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Depositary Shares or
the shares of Common Stock owned by the beneficial owners set forth below.
Common Stock
of the Company
Name Beneficially Owned
Masco Corporation 19,121,804
Gerald Bright 40,642
David A. Doran 42,000
Erwin L. Koning 3,000
John R. Leekley 43,200
Wayne B. Lyon 177,538
Alex Manoogian 101,280
Richard A. Manoogian 5,629,668
John A. Morgan 12,000
Richard G. Mosteller 72,000
John C. Nicholls, Jr. 55,100
Robert B. Rosowski 42,900
Arman Simone 21,600
Samuel Valenti, III 45,800
David G. Wesenberg 37,800
Except for Masco's beneficial ownership of 3,000,000 Depositary Shares (34.3% of
the outstanding Depositary Shares), no other person identified in answer to Item
2 beneficially owns Depositary Shares. The Common Stock shown above as
beneficially owned by Masco includes 3,000,000 shares issuable upon conversion
of Masco's Depositary Shares; giving effect to these shares, Masco beneficially
owns 48% of the then outstanding Common Stock. However, because each Depositary
Share is currently entitled to one vote and the Depositary Shares vote together
with the Common Stock as a single class, Masco has, and upon conversion of the
Depositary Shares would continue to have, 42% of the combined voting power of
the Company's outstanding voting securities.
Except for Richard A. Manoogian, who owns 15.3% of the outstanding Common
Stock, each of the Executive Officers and Directors of Masco owns less than 1%
of the outstanding Common Stock.
Page 8 of 117 Pages
PAGE
<PAGE>
Common Stock beneficially owned by Messrs. Manoogian includes in each case
101,280 shares owned by the Alex and Marie Manoogian Foundation of which Messrs.
Manoogian are Directors. The Board of Directors of such Foundation exercises
the power to vote and dispose of the Common Stock owned by such Foundation and
Messrs. Manoogian disclaim beneficial ownership of such shares. Except for
shares of Common Stock issuable upon conversion of the Depositary Shares owned
by Masco, the shares of Common Stock owned by the aforementioned Foundation and
unvested shares of Common Stock held under Masco's restricted stock incentive
plan (33,600 shares for Mr. Bright, 33,600 shares for Mr. Doran, 43,200 shares
for Mr. Leekley, 72,000 shares for Mr. Lyon, 510,000 shares for Richard A.
Manoogian, 72,000 shares for Mr. Mosteller, 33,600 shares for Mr. Nicholls,
33,600 shares for Mr. Rosowski, 33,600 shares for Mr. Valenti and 33,600 shares
for Mr. Wesenberg), the shares of Common Stock set forth above are owned by the
persons named therein with sole power to vote and dispose of such shares.
Except for the acquisition of Depositary Shares by Masco as described in
answer to Item 3 and the following dispositions of Common Stock, no person
identified in answer to Item 2 has effected any transaction in either the
Depositary Shares or the Common Stock during the past 60 days: Mr. Bright made
gifts aggregating 274 shares of Common Stock on December 10, 1986; Mr. Leekley
made gifts of 200 shares of Common Stock on December 9, 1986 and sold 5,400
shares of Common Stock on December 8 and 9, 1986 at a price of $23.50 per share;
Mr. Lyon made gifts aggregating 1,420 shares of Common Stock on December 15,
1986; and Mr. Rosowski sold 4,200 shares of Common Stock on December 8, 1986 at
a price of $23.50 per share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Neither Masco nor, to the best of its knowledge, any of the individuals
referred to in the answer to Item 2 above, have any material contracts,
arrangements, understandings or relationships with any person with respect to
any securities of the Company, except as referred to in the answer to Item 5
above.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Prospectus of Masco Industries, Inc. dated
November 6, 1986 relating to the public of-
fering of 5,000,000 Depositary Shares.
Page 9 of 117 Pages
PAGE
<PAGE>
SIGNATURE
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.
December 17, 1986
Masco Corporation
By /s/Gerald Bright
Gerald Bright
Vice President
Page __ of __ Pages
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Masco Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574601 10 0
(CUSIP Number)
Gerald Bright, Vice President and General Counsel, Masco Corporation
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 1987
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following pages(s))
Page 1 of 6 Pages
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Masco Industries, Inc.
(Name of Issuer)
Depositary Shares, Each Representing 1/10th Share of $17.50
Convertible Exchangeable Preferred Stock, par value $1.00 per share
(Title of Class of Securities)
574601 30 8
(CUSIP Number)
Gerald Bright, Vice President and General Counsel, Masco Corporation
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 5, 1987
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following page(s))
Page 2 of 6 Pages
PAGE
<PAGE>
CUSIP No. 574601 10 0 13D Page 3 of 6 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
22,755,235
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
22,755,235
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,755,235
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.4%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
CUSIP No. 574601 30 8 13D Page 4 of 6 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
3,000,000
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
3,000,000
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.3%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
The information contained in this amendment supplements and amends the
information contained in the following items of Masco Corporation's Schedule
13Ds dated November 11, 1986:
Item 3 - Source and Amount of Funds or Other Consideration
Item 4 - Purpose of Transaction
Item 5 - Interest in Securities of Issuer
Item 6 - Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
Item 7 - Materials to be Filed as Exhibits
In the fourth quarter of 1986, Masco Industries, Inc. (the "Company")
exchanged $220 million principal amount of newly issued 16% Subordinated
Debentures Due 2004 and paid $100 million in cash to redeem $320 million
principal amount of the Company's outstanding old 16% debentures held by Masco
Corporation ("Masco"). As part of that transaction, the Company paid Masco a
call premium of approximately $41 million in cash. The Company subsequently
repaid the $220 million aggregate principal amount of its 16% Subordinated
Debentures Due 2004 held by Masco.
On February 5, 1987 Masco purchased $130 million aggregate principal amount
of the Company's 6% Convertible Subordinated Debentures Due 2011. Such
debentures are convertible into common stock of the Company at a conversion
price of $36 per share, increasing Masco's beneficial ownership of the Company's
common stock to 22,755,235 shares or approximately 52.4% of the Company's common
stock (consisting of 16,144,124 shares directly owned by Masco, 3,000,000 shares
issuable upon conversion of the Company's preferred stock held by Masco, and
3,611,111 issuable upon conversion of the Company's 6% debentures held by
Masco). Masco has agreed that it will not exercise its right to convert the
Company's preferred stock or 6% debentures prior to June 30, 1987, unless the
Company increases the number of authorized shares of common stock. For further
information concerning these transactions and the relationship between the
Company and Masco, reference is made to the Prospectus of the Company dated
February 5, 1987 relating to the public offering of $250 million aggregate
principal amount of the Company's 10 1/4% Senior Subordinated Notes Due 1997, in
particular the sections captioned "Recent Developments" and "Certain Relation-
ships
PAGE
<PAGE>
and Related Transactions", which is incorporated hereby by reference. A copy of
the Prospectus is filed herewith as an Exhibit.
Item 7. Materials to be Filed as Exhibits
Exhibit 1. Prospectus of Masco Industries, Inc. dated February 5, 1987
relating to the public offering of $250 million aggregate
principal amount of Masco Industries, Inc.'s 10 1/4% Senior
Subordinated Notes Due 1997.
Exhibit 2. Debenture Purchase Agreement dated as of January 29, 1987
between Masco Corporation and Masco Industries, Inc.
SIGNATURE
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.
April 10, 1987 MASCO CORPORATION
By /s/ John R. Leekley
John R. Leekley
Vice President
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Masco Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574601 10 0
(CUSIP Number)
Gerald Bright, Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1987
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following pages(s))
Page 1 of 5 Pages
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Masco Industries, Inc.
(Name of Issuer)
Depositary Shares, Each Representing 1/10th Share of $17.50
Convertible Exchangeable Preferred Stock, par value $1.00 per share
(Title of Class of Securities)
574601 30 8
(CUSIP Number)
Gerald Bright, Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1987
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following page(s))
Page 2 of 5 Pages
PAGE
<PAGE>
CUSIP No. 574601 10 0 13D Page 3 of 5 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
00
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
38,336,728
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
38,336,728
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,558,950
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.4%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
CUSIP No. 574601 30 8 13D Page 4 of 5 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
None
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
None
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
The information contained in this amendment supplements and amends the
information contained in the following items of Masco Corporation's Schedule
13Ds dated November 11, 1986 as heretofore amended:
Item 3 - Source and Amount of Funds or Other Consideration
Item 4 - Purpose of Transaction
Item 5 - Interest in Securities of the Issuer
On September 23, 1987, Masco Corporation ("Masco") surrendered all of its
shares of preferred stock of Masco Industries, Inc. (the "Company") (which would
have equalled 3,000,000 depositary shares) for conversion into 6,000,000 shares
of the Company's common stock. The depositary shares (and the underlying
preferred stock) had been called for redemption on September 28, 1987.
After giving effect to the conversion, Masco is the beneficial owner of
45,558,950 shares or approximately 45.4 percent of the Company's common stock
(38,336,728 shares of which are owned directly and 7,222,222 of which are
issuable upon conversion of the Company's 6% Convertible, Subordinated
Debentures Due 2011).
SIGNATURE
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.
October 5, 1987 MASCO CORPORATION
By /s/ Gerald Bright
Gerald Bright
Vice President
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Masco Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574601 10 0
(CUSIP Number)
Gerald Bright, Vice President, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1988
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following page(s))
Page 1 of 3 Pages
PAGE
<PAGE>
CUSIP No. 574601 10 0 13D Page 2 of 3 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
38,336,728
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
38,336,728
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,558,950
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.8%
14) TYPE OF REPORTING PERSON
PAGE
<PAGE>
Page 3 of 3
The information contained in this amendment supplements and amends the
information contained in Masco Corporation's Schedule 13D dated November 11,
1986, as heretofore amended:
Item 5 - Interest in Securities of the Issuer
Pursuant to the terms of Masco Industries, Inc.'s (the "Issuer") tender
offer, the Issuer purchased at $13.00 per share 8,180,768 shares of Issuer
common stock ("Common Stock") tendered to the Issuer on or before September 30,
1988. As a result of these purchases by the Issuer, the percent of Common Stock
deemed beneficially owned by Masco Corporation has increased to 46.8%. Masco
Corporation did not tender any Common Stock, and continues to beneficially own
45,558,950 shares of Common Stock (38,336,728 shares of which are owned directly
and 7,222,222 of which are issuable upon conversion of the Issuer's 6%
Convertible, Subordinated Debentures Due 2011).
SIGNATURE
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.
October 28, 1988 MASCO CORPORATION
By /s/ Gerald Bright
Gerald Bright
Vice President
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Masco Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574601 10 0
(CUSIP Number)
John R. Leekley, Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1989
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following page(s))
Page 1 of 3 Pages
PAGE
<PAGE>
CUSIP No. 574601 10 0 13D Page 2 of 3 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
N/A
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
38,282,898
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
38,282,898
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,505,120
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
Page 3 of 3
The information contained in this amendment supplements and amends the
information contained in Masco Corporation's Schedule 13D dated November 11,
1986, as heretofore amended:
Item 5 - Interest in Securities of the Issuer
Pursuant to the announced intention of Masco Industries, Inc. (the
"Issuer") to purchase up to 5,000,000 shares of Issuer common stock ("Common
Stock"), the issuer from time to time purchased and retired during 1989
approximately 4,000,000 shares of Common Stock. As a result of these purchases
by the Issuer, the percent of Common Stock deemed beneficially owned by Masco
Corporation has increased to 53.7%, Masco Corporation has not purchased any
Common Stock, and beneficially owns 45,505,120 shares of Common Stock
(38,282,898 shares of which are owned directly and 7,222,222 of which are
issuable upon conversion of the Issuer's 6% Convertible, Subordinated Debentures
Due 2011).
SIGNATURE
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.
January 23, 1990 MASCO CORPORATION
By /s/ John R. Leekley
John R. Leekley
Vice President and
General Counsel
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Masco Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574601 10 0
(CUSIP Number)
John R. Leekley, Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 1990
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
(Continued on following page(s))
Page 1 of 64 Pages
PAGE
<PAGE>
CUSIP No. 574601 10 0 13D Page 2 of 64 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
27,915,898
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
27,915,898
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,138,120
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
The information contained in this Amendment No. 5 supplements and amends
the information contained in the following Items of the Schedule 13D dated
November 11, 1986, as heretofore amended, filed by Masco Corporation ("Masco")
relating to the Common Stock, par value $1.00 per share (the "Common Stock") of
Masco Industries, Inc. (the "Issuer"):
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Re-
lationships with Respect to Securities of the Issuer.
On December 20, 1990, Masco exchanged 10,000,000 shares of the Issuer's
Common Stock and $30,000,000 in cash for 775,000 shares of the Issuer's 12%
Exchangeable Preferred Stock pursuant to an Exchange Agreement dated as of
December 18, 1990 between the Issuer and Masco. After the exchange as of
December 20, 1990, Masco beneficially owned 35,138,120 shares of Common Stock,
27,915,898 shares of which were owned directly and 7,222,222 shares of which are
issuable upon conversion of the Issuer's 6% Convertible Subordinated Debentures
Due 2011. To the best of its knowledge and based on the number of shares of
Common Stock believed to be outstanding, after the exchange as of December 20,
1990, Masco was deemed to be the beneficial owner of 51.5% of the Common Stock
(including the shares issuable upon conversion of the Debentures referred to
above). Masco has sole power to vote and dispose of the Common Stock directly
owned by it.
In connection with the above-described transaction, Masco and the Issuer
amended the Stock Repurchase Agreement dated as of May 1, 1984 to limit the
Issuer's pre-existing obligation to repurchase Common Stock from Masco to those
instances in which Masco's ownership of Common Stock would exceed 49% as a
result of repurchases of Common Stock by the Issuer or any of its subsidiaries
or forfeitures of Common Stock to the Issuer or Masco by participants under the
Issuer's or Masco's restricted stock incentive plans.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Exchange Agreement dated as of December 18, 1990 between Masco
Industries, Inc. and Masco Corporation.
Exhibit 2. Stock Repurchase Agreement dated as of May 1, 1984 between Masco
Corporation and Masco Industries, Inc., the related letter agreement
dated September 20, 1985 and Amendment to Stock Repurchase Agreement
dated as of December 20, 1990.
Page 3 of 64
PAGE
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED: January 23, 1991 MASCO CORPORATION
By /s/ Gerald Bright
Gerald Bright
Vice President
PAGE
<PAGE>
Page 4 of 64 Pages
PAGE
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
Masco Industries, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574601 10 0
(CUSIP Number)
John R. Leekley, Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, Michigan 48180, (313) 274-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1993
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 filed 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).
PAGE
<PAGE>
CUSIP No. 574601 10 0 13D Page 2 of 114 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masco Corporation
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not Applicable
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not Applicable
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
17,946,498
8) SHARED VOTING POWER
0
9) SOLE DISPOSITIVE POWER
17,946,498
10) SHARED DISPOSITIVE POWER
0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,168,720
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
Not Applicable
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.4
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
CUSIP NO. 574601 10 0 Page 3 of 114 pages
The information contained in this Amendment No. 6 supplements and amends
the information contained in the following Items of the Schedule 13D dated
November 11, 1986, as heretofore amended, filed by Masco Corporation ("Masco")
relating to the Common Stock, par value $1.00 per share (the "Common Stock") of
Masco Industries, Inc., a Delaware corporation (the "Issuer"):
Item 2. Identity and Background.
(c) Masco manufactures building, home improvement and home furnishings
products for the home and family.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On February 1, 1993 Masco and the Issuer agreed to partially restructure
their affiliate relationships through transactions that reduced Masco's common
equity ownership of the Issuer from approximately 46% to approximately 35%.
Effective as of March 31, 1993, the Issuer acquired from Masco (i) 10
million shares of the Common Shares, (ii) Masco's investment in Emco Limited and
(iii) $77.5 million of the Issuer's 12% exchangeable preferred stock. In
exchange, Masco received (i) $87.5 million in cash, (ii) $100 million of the
Issuer's 10% exchangeable preferred stock (exchangeable for subordinated
debentures) and (iii) seven-year warrants to purchase 10 million of the Common
Shares at $13 per share. The transferable warrants will not be exercisable by
Masco if an exercise would increase Masco's common equity ownership of the
Issuer to more than 35 percent. Masco has also agreed to purchase from the
Issuer at its request within two years up to $200 million aggregate amount of
additional exchangeable preferred stock and subordinated debentures.
After completion of the above described transactions as of March 31, 1993,
Masco beneficially owned 25,168,720 shares of the Common Stock, of which (i)
17,946,498 shares are owned directly, and (ii) 7,222,222 shares are issuable
upon conversion of the Issuer's 6% Convertible Subordinated Debentures Due
2011. Since Masco owns 35 percent of the outstanding Common Stock, the warrants
are not currently exercisable. To the best of its knowledge and based on the
number of shares of Common Stock believed to be outstanding, after the
transactions as of March 31, 1993, Masco may
PAGE
<PAGE>
CUSIP NO. 574601 10 0 Page 4 of 114 pages
be deemed to be the beneficial owner of 43.4 percent of the Common Stock
(including the shares issuable upon conversion of the Debentures). Masco has
sole power to vote and dispose of the Common Stock directly owned by it.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Agreement dated as of February 1, 1993 between Masco Industries,
Inc. and Masco Corporation, (Annexes thereto are filed as Exhibits
2 through 7 below).
Exhibit 2. Purchase Agreement dated as of March 31, 1993 between Masco
Industries, Inc. and Masco Corporation, (Exhibit A thereto is filed
as Exhibit 3 below).
Exhibit 3. Warrant Agreement dated as of March 31, 1993 between Masco
Industries, Inc. and Masco Corporation.
Exhibit 4. Exchange Agreement dated as of March 31, 1993 between Masco
Industries, Inc. and Masco Corporation.
Exhibit 5. Repurchase Agreement dated as of March 31, 1993 between Masco
Industries, Inc. and Masco Corporation.
Exhibit 6. Securities Purchase Agreement dated as of March 31, 1993 between
Masco Industries, Inc. and Masco Corporation.
Exhibit 7. Registration Agreement dated as of March 31, 1993 between Masco
Industries, Inc. and Masco Corporation.
SIGNATURE
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.
DATED: April 28, 1993 MASCO CORPORATION
By /s/ Gerald Bright
Gerald Bright
Vice President
PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
MascoTech, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of class of securities)
574670 10 5
(CUSIP number)
John R. Leekley, Vice President and General Counsel,
Masco Corporation, 21001 Van Born Road, Taylor, Michigan 48180,
(313) 274-7400
(Name, address and telephone number of person
authorized to receive notices and communications)
November 29, 1993
(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 [ ]
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous state-
ment on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment subse-
quent thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
*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 the
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).
Page 1
PAGE
<PAGE>
CUSIP No. 574670 10 5 13D Page 2
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Masco Corporation
38-1794485
2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (A) [ ] (B) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) SOLE VOTING POWER
25,173,490
8) SHARED VOTING POWER
None
9) SOLE DISPOSITIVE POWER
25,173,490
10) SHARED DISPOSITIVE POWER
None
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,173,490
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
CUSIP No. 574670 10 5 13D Page 3
The information contained in this Amendment No. 7 supplements and amends
the information contained in the following Items of the Schedule 13D dated
November 24, 1986, as heretofore amended, filed by Masco Corporation ("Masco")
relating to the Common Stock, par value $1.00 per share (the "Common Stock"),
of MascoTech, Inc., a Delaware Corporation (the "Issuer").
Item 4. Purpose of Transaction.
The Common Stock was previously acquired for investment purposes.
Depending upon market conditions and other factors, Masco may acquire additional
shares of Common Stock in the open market or by private purchase, or, alterna-
tively, may dispose of some or all of the Common Stock owned by it.
Item 5. Interest in Securities of the Issuer.
See Item 6 below.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
On November 23, 1993 the Issuer and Masco entered into certain agreements
pursuant to which (i) Masco agreed to convert the $130 million principal amount
of the Issuer's 6% Convertible Subordinated Debentures Due 2011 into Common
Stock on or before December 31, 1993 at the stated conversion price of $18 per
share, (ii) the Issuer repurchased the one million outstanding shares of its 10%
Exchangeable Preferred Stock held by Masco for cash, (iii) the term of the Stock
Repurchase Agreement dated May 1, 1984, as theretofore amended, was extended to
May 1, 2004, and (iv) the Securities Purchase Agreement dated as of March 31,
1993 was amended and restated.
Under the Amended and Restated Securities Purchase Agreement, the Issuer
may require Masco to purchase from time to time up to $200 million aggregate
principal amount of the Issuer's subordinated debentures. Such debentures would
be "Registrable Securities" under the Registration Agreement between the Issuer
and Masco dated as of March 31, 1993, which Agreement was previously filed as an
Exhibit to this Schedule 13D.
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CUSIP No. 574670 10 5 13D Page 4
On November 29, 1993, Masco converted the Debentures held by it into
7,222,222 shares of Common Stock. As of December 31, 1993, Masco directly owns
25,173,490 shares of Common Stock. Masco also owns warrants to purchase
10,000,000 shares of Common Stock; however, these warrants are not currently
exercisable since Masco owns more than 35 percent of the outstanding Common
Stock. To the best of its knowledge and based on the number of shares of Common
Stock believed to be outstanding, Masco may be deemed to be the beneficial owner
of 41.6 percent of the Common Stock. Masco has sole power to vote and dispose
of the Common Stock held by it.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.a Agreement dated as of November 23, 1993 between MascoTech,
Inc. and Masco Corporation.
Exhibit 99.b Amended and Restated Securities Purchase Agreement dated as
of November 23, 1993 between MascoTech, Inc. and Masco
Corporation.
SIGNATURE
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.
February 17, 1994
MASCO CORPORATION
By/s/Richard G. Mosteller
Richard G. Mosteller
Senior Vice President - Finance
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Exhibit Index
Exhibit 99.a Agreement dated as of November 23, 1993 between
MascoTech, Inc. and Masco Corporation.
Exhibit 99.b Amended and Restated Securities Purchase Agreement
dated as of November 23, 1993 between MascoTech, Inc.
and Masco Corporation.
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Exhibit 99.a
AGREEMENT
This Agreement is dated as of November 23, 1993 between MascoTech, Inc., a
Delaware corporation (the "Company"), and Masco Corporation, a Delaware
corporation ("Masco").
WHEREAS, in addition to certain shares of Company common stock, par value
$1.00 per share (the "Common Stock"), and warrants to purchase Common Stock,
Masco holds (i) $130 million (the "Masco Debentures") of the Company's 6%
Convertible Subordinated Debentures Due 2011 (the "Debentures"), which are
redeemable at any time by the Company and convertible at any time into Common
Stock at $18 per share of Common Stock, and (ii) the one million outstanding
shares of the Company's 10% Exchangeable Preferred Stock (the "Preferred
Stock").
WHEREAS, the Company has been contemplating calling for redemption all of
the Debentures (including the Masco Debentures), and Masco is willing to refrain
from selling or otherwise disposing of Common Stock or other Company securities
for a period of time in order to facilitate the call for redemption of all of
the Debentures.
WHEREAS, it is in the interest of the Company to repurchase the Preferred
Stock for cash in order to reduce its financing costs and such repurchase is not
inconsistent with Masco's previously stated intention to reduce its investment
in the Company.
WHEREAS, the Company and Masco have entered into a Securities Purchase
Agreement dated as of March 31, 1993 (the "Securities Purchase Agreement")
pursuant to which Masco has agreed to purchase from the Company at its request
on or before March 31, 1995 additional preferred stock or subordinated debt
securities for an aggregate purchase price of up to $200 million, and the
parties desire to amend and restate the Securities Purchase Agreement in certain
respects.
WHEREAS, the Company and Masco have entered into a Stock Repurchase
Agreement dated as of May 1, 1984, as amended (the "Stock Repurchase
Agreement"), pursuant to which the Company has agreed to repurchase from Masco,
until May 1, 1994, such number of shares of Common Stock as may be necessary to
prevent Masco's Common Stock ownership interest in the Company from exceeding
49%, and the parties are agreeable to extending the term thereof.
NOW, THEREFORE, the parties agree as follows:
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1. Conversion of Debentures. Masco agrees that (a) on or before
December 31, 1993 it will surrender for conversion the Masco Debentures, and (b)
it will not sell or otherwise dispose of any Common Stock, warrants to purchase
Common Stock or Debentures (whether now held or acquired on conversion) on or
before December 31, 1993. If Masco surrenders the Masco Debentures for
conversion prior to December 15, 1993, the Company will pay Masco an
amount equal to the interest accrued on the Masco Debentures from the last
regular semi-annual interest payment date to the date of conversion.
2. Repurchase of Preferred Stock. The Company shall repurchase the
Preferred Stock for $100 per share, plus an amount equal to accrued and unpaid
dividends from October 1, 1993 to the date of repurchase, payable in cash on the
date of such repurchase. Such repurchase shall occur as soon as practicable
after the execution of this Agreement.
3. Amendment to Securities Purchase Agreement. Concurrently herewith
the parties are entering into an Amended and Restated Securities Purchase
Agreement. The parties hereby confirm that all securities issuable pursuant to
the Amended and Restated Securities Purchase Agreement will be "Registrable
Securities" under the Registration Agreement between them dated as of March 31,
1993.
4. Amendment to Stock Repurchase Agreement. The parties hereby amend
Paragraph 1 of the Stock Repurchase Agreement by deleting the date "May 1, 1994"
and substituting therefor the date "May 1, 2004". Except as otherwise
specifically set forth herein, the Stock Repurchase Agreement shall continue in
full force and effect.
5. Representations and Warranties. (a) Each party represents and
warrants to the other that the following statements are true and correct as of
the date hereof and will be true and correct at the time Masco surrenders the
Masco Debentures for conversion and at the time of the repurchase of the
Preferred Stock:
(i) It is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and is authorized by
its certificate of incorporation to carry on its business as now
conducted.
(ii) The execution, delivery and performance of this Agreement by
such party and the consummation by such party of the transactions
contemplated hereby are within the corporate powers of such party and have
been duly authorized by all necessary corporate action on its part. This
Agreement constitutes a valid and binding agreement of such party.
(iii) No authorization, consent or approval of, or registration or
filing with, any governmental or public body or regulatory authority is
required and which has not been obtained on the part of such party for the
execution, delivery and performance of this Agreement by such party.
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(iv) The execution, delivery and performance of this Agreement by
such party do not result in any violation by it of any of the terms or
provisions of its certificate of incorporation or by-laws or of any
indenture, mortgage or other agreement or instrument by which it or any of
its Subsidiaries (as hereinafter defined) is bound.
(b) Masco represents and warrants to the Company that Masco has, and at
the time of the repurchase of the Preferred Stock will have, unencumbered title
to the Preferred Stock, free and clear of any Liens (as hereinafter defined),
and delivery by Masco of the Preferred Stock will pass unencumbered title to the
Company, free and clear of any Liens.
(c) The Company represents and warrants to Masco that the repurchase of
the Preferred Stock from Masco will be effected in compliance with the Delaware
General Corporation Law.
6. Legal Opinions. Concurrently with the execution hereof, Masco is
delivering to the Company an opinion of John R. Leekley, counsel to Masco, and
the Company is delivering to Masco an opinion of Dykema Gossett, counsel to the
Company, in each case dated the date hereof and to the effect of certain of the
matters specified in Paragraph 5 hereof.
7. Definitions. The following terms, as used herein, have the
following meanings:
(a) "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of
such asset.
(b) "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality
thereof.
(c) "Subsidiary" means, with respect to any Person, any corporation
or other entity of which a majority of the capital stock or other
ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are
at the time directly or indirectly owned by such Person.
8. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
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WHEREFORE, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
MASCO CORPORATION
By/s/Richard G. Mosteller
Its Senior Vice President - Finance
MASCOTECH, INC.
By/s/Timothy Wadhams
Its Vice President - Controller
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Exhibit 99.b
AMENDED AND RESTATED
SECURITIES PURCHASE AGREEMENT
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of
November 23, 1993 (hereinafter referred to as "this Agreement"), amends and
restates the Securities Purchase Agreement, dated as of March 31, 1993, between
MascoTech, Inc., a Delaware corporation (formerly known as Masco Industries,
Inc., the "Company"), and Masco Corporation, a Delaware corporation ("Masco").
WHEREAS, the Company desires to have the right to sell to Masco, and Masco
is willing to purchase from the Company at its request, from time to time, up to
$200 million principal amount of subordinated debt securities upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, the parties agree as follows:
1. Authorization of Issues of Securities. (a) The Company has
authorized the issuance and delivery of separate series of subordinated debt
securities ("Securities"), such Securities to have substantially the same terms
and provisions as the form of subordinated note attached hereto as Exhibit A.
(b) The Securities shall be issued in separate series with the interest
rate on each such series being a rate per annum that is 400 basis points over
the average Treasury Rate (as hereinafter defined) for the week preceding the
week in which the notice of purchase referred to in Paragraph 2 is given to
Masco. "Treasury Rate" means the rate for noncallable direct obligations of the
United States ("Treasury Notes") having a remaining maturity of five years, as
published in the Federal Reserve Statistical Release H.15(519) (or any successor
publication provided by the Board of Governors of the Federal Reserve System)
under the heading "Treasury Constant Maturities." If a rate for Treasury Notes
having a remaining maturity of five years has not been so published or reported
for the preceding week as provided above by 1:00 P.M., New York City time, on
the day such notice is given to Masco, then the Treasury Rate shall be calculat-
ed by the Company and shall be a yield to maturity (expressed as a bond equiva-
lent, on the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 1:30 P.M., New York City time, on the date of such notice, of
three leading primary United States government securities dealers selected by
the Company for the purchase of Treasury Notes with a remaining maturity of five
years.
(c) Each issuance of Securities shall constitute a separate and discrete
series of securities and may be redeemed pursuant to Section 5.1 of the form of
subordinated note attached hereto as Exhibit A without regard to the redemption
of any other Securities.
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(d) The parties confirm that the Securities constitute "Subordinated
Debentures" under the Registration Agreement between them dated as of March 31,
1993.
2. Obligation to Purchase. (a) Subject to the terms and conditions set
forth herein, Masco agrees to purchase, at par, at any time or from time to time
on or before March 31, 1997, upon the Company's written notice, up to $200
million aggregate principal amount of Securities (the "Commitment"). The
Company's written notice shall specify the principal amount of Securities that
Masco is required to purchase (which for each respective issuance of Securities
shall be $10 million or any larger multiple of $1 million) and the interest
rate, as determined in accordance with the provisions of Paragraph 1(b). The
interest rate set forth in such notice shall be final and binding in the absence
of manifest error.
(b) The Commitment is not revolving in nature, and any Securities
repurchased, redeemed or otherwise acquired by the Company shall not restore the
Commitment. The Company may reduce or terminate the unused portion of the
Commitment at any time by written notice to Masco.
3. Closing. (a) Any closing of a sale of Securities to Masco hereunder
shall occur at Masco's offices on the tenth Business Day (as hereinafter
defined) after the Company gives Masco the written notice referred to in
Paragraph 2. The term "Business Day" shall mean any day, except a Saturday,
Sunday or other day on which commercial banks in New York City are authorized by
law to close, on which commercial banks are open for international business
(including dealings in dollar deposits) in London.
(b) At each closing, provided the Company has paid all commitment fees
then due and payable under Paragraph 4 and provided the Company's representa-
tions and warranties set forth in Paragraphs 6(b) through 6(f) shall then be
true and correct, Masco shall deliver to the Company immediately available funds
in an amount equal to the aggregate principal amount of Securities being
purchased.
(c) At each closing, the Company shall deliver to Masco one or more
certificates for the Securities being issued, registered in the name of Masco
(or such other person as Masco may designate prior to the closing) with any such
legend that may be appropriate and in such denominations of $1,000 and any
multiple thereof as Masco may specify prior to the closing. The Company's
delivery of the certificates representing the Securities being purchased shall
automatically be deemed to be a representation by the Company that all of the
representations and warranties set forth in Paragraphs 6(b) through 6(f) are
true and correct as of the date of closing. The accuracy of such representa-
tions and warranties shall be a condition to Masco's obligation to purchase such
Securities.
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4. Commitment Fee. (a) The Company shall pay Masco a commitment fee for
Masco's Commitment hereunder at the rate of 0.125% per annum on the daily
average amount by which the Commitment exceeds the principal amount of Securi-
ties purchased by Masco hereunder (including Securities previously issued and
redeemed).
(b) The commitment fee shall continue to accrue from and including the
date hereof to but excluding the date on which the aggregate principal amount of
Securities purchased by Masco hereunder (including Securities previously issued
and redeemed) equals the Commitment (as may be reduced or terminated by the
Company pursuant to Paragraph 2(b)). Such fee shall be computed for the actual
number of days elapsed and shall be payable quarterly on the last day of each
calendar quarter, and upon fulfillment of the Commitment in its entirety or the
earlier termination of the Commitment.
5. Representations of Masco. Masco represents and warrants to the
Company that:
(a) Masco is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware and is authorized by its
certificate of incorporation to carry on its business as now conducted.
(b) The execution, delivery and performance by Masco of this Agreement
and the consummation by Masco of the transactions contemplated hereby are within
the corporate powers of Masco and have been duly authorized by all necessary
corporate action on the part of Masco. This Agreement constitutes a valid and
binding agreement of Masco.
(c) The execution, delivery and performance of this Agreement do not
result in any violation by Masco of any indenture, mortgage or other agreement
or instrument by which Masco or any of its Subsidiaries (as hereinafter defined)
is bound.
(d) No authorization, consent or approval of, or registration or filing
with, any governmental or public body or regulatory authority is required on the
part of Masco which has not been obtained for the purchase by Masco of the
Securities contemplated by this Agreement, and such a purchase will not result
in any violation by Masco of any of the terms or provisions of its certificate
of incorporation or by-laws.
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(e) Masco has received such information from the Company as it deems
necessary and sufficient in order to make an informed investment decision
regarding its commitment to purchase Securities hereunder. Masco is a sophisti-
cated investor, with such knowledge and experience in financial matters that it
is capable of evaluating the risks and merits of an investment in the Securi-
ties, and is purchasing such Securities for its own account for investment and
(subject, to the extent necessary, to the disposition of its property being at
all times within its control) not with a view to any distribution or other
disposition thereof, and is proceeding on the assumption that it must bear the
economic risk of any such investment for an indefinite period since such
Securities may not be sold except as set forth below. If Masco decides to
dispose of any of the Securities acquired pursuant to this Agreement or any
securities issued in exchange or substitution therefor (which it does not
presently contemplate), it will not offer, sell or deliver any such securities,
directly or indirectly, except in compliance with the Securities Act of 1933.
6. Representations of the Company. The Company represents and warrants
to Masco that:
(a) (i) As of the date hereof, the Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the
State of Delaware, and has all corporate powers and all material govern-
mental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.
(ii) As of the date hereof, (1) each of the Company's Subsidiaries
is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, and has all corporate powers and
all material governmental licenses, authorization, consents and approvals
required to carry on its business as now conducted, and (2) all of the
outstanding shares of capital stock of each such Subsidiary have been duly
authorized and validly issued and are fully paid and non-assessable and
are owned directly or indirectly by the Company (except for directors'
qualifying shares of certain such Subsidiaries and equity interests in
Subsidiaries owned by Persons (as hereinafter defined) other than the
Company which individually or in the aggregate are not material to the
Company and its Subsidiaries taken as a whole) free and clear of all Liens
(as hereinafter defined), except Liens not material to the Company and its
Subsidiaries taken as a whole.
(iii) The following terms, as used herein, have the following
meanings:
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"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
asset.
"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality
thereof.
"Subsidiary" means, with respect to any Person, any corporation or
other entity of which a majority of the capital stock or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time
directly or indirectly owned by such Person.
(b) The execution, delivery and performance by the Company of this
Agreement and the consummation by the Company of the transactions contemplated
hereby are within the Company's corporate powers and have been duly authorized
by all necessary corporate action on the part of the Company. This Agreement
constitutes a valid and binding agreement of the Company.
(c) The Securities issuable from time to time pursuant to this Agreement
have been duly authorized by all necessary corporate action on the part of the
Company and, if and when such Securities are issued pursuant to this Agreement,
such Securities will constitute valid and binding obligations of the Company.
(d) Assuming the truth and accuracy of Masco's representations and
warranties set forth in Paragraph 5(e), no authorization, consent or approval
of, or registration or filing with, any governmental or public body or regulato-
ry authority is required on the part of the Company for the issuance of the
Securities pursuant to this Agreement prior to the issuance of Securities
hereunder, and such issuance will not result in any violation by the Company of
any of the terms or provisions of the certificate of incorporation or bylaws of
the Company.
(e) The execution, delivery and performance by the Company of this
Agreement and the issuance of Securities pursuant to this Agreement do not
result in any violation by the Company of any of the terms or provisions of any
indenture, mortgage or other agreement or instrument by which the Company or any
of its Subsidiaries is bound.
(f) The Company is not and, after giving effect to any proposed issuance
of Securities for which the Company has given written notice, will not be in
default with respect to any of the Securities or any other of the Company's
securities acquired from the Company by Masco or any of its Subsidiaries; and
there is no event which, with the giving of notice or passage of time, would
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constitute a default with respect to any of the Securities or any other of the
Company's securities acquired from the Company by Masco or any of its Subsidiar-
ies.
7. Opinions of Counsel. Concurrently with the execution hereof,
(a) Masco is delivering to the Company an opinion of John R. Leekley,
counsel to Masco, dated the date hereof, to the effect specified in
Paragraphs 5(a) through 5(d).
(b) The Company is delivering to Masco an opinion of Dykema Gossett,
counsel to the Company, dated the date hereof, to the effect specified in
Paragraphs 6(a)(i) and 6(b) through 6(d).
8. Miscellaneous. All notices, requests and other communications to
either party hereunder shall be in writing (including telex, telecopy or similar
writing) and shall be delivered by hand and receipted for by the party to whom
such communication shall have been directed or mailed by certified mail return
receipt requested to the following address (or to such other address as the
party receiving such communication has theretofore advised the other party in
the manner provided for herein):
(a) If to Masco, to:
21001 Van Born Road
Taylor, Michigan 48180
Telecopy: (313) 374-6430
Attention: President
with a copy to:
John R. Leekley
Vice President and
General Counsel
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Telecopy: (313) 374-6430
except in the case of notices required under Paragraph 2, in which
case each such notice shall be deemed delivered only upon actual
receipt, directed to:
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Telecopy: (313) 374-6135
Attention: Robert B. Rosowski
Vice President - Controller
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(b) If to the Company, to:
21001 Van Born Road
Taylor, Michigan 48180
Telecopy: (313) 374-6136
Attention: President
with a copy to:
Lloyd A. Semple
Dykema Gossett
400 Renaissance Center
Detroit, Michigan 48243
Telecopy: (313) 568-6915
9. Amendments; No Waivers. This Agreement may not be amended or termi-
nated, nor any condition or term hereof be waived orally, but only by an
instrument in writing duly executed by the parties hereto or, in the case of a
waiver, by the party otherwise entitled to performance. No failure or delay by
either party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.
10. Expenses. All costs and expenses incurred in connection with this
Agreement shall be paid by the party incurring such cost or expense.
11. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that neither party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of the other party hereto, except that Masco may transfer or assign,
in whole or from time to time in part, to one or more of its affiliates, its
obligation to purchase all or a portion of the Securities, but no such transfer
or assignment will relieve Masco of its obligations hereunder.
12. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Michigan.
13. Counterparts; Effectiveness. This Agreement may be signed in any
number of counterparts, each of which shall be deemed an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
a counterpart hereof signed by the other party hereto.
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14. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
IN WITNESS WHEREOF, the parties hereto here caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
MASCO CORPORATION
By/s/Richard G. Mosteller
Its Senior Vice President - Finance
MASCOTECH, INC.
By/s/Timothy Wadhams
Its Vice President - Controller
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Exhibit A
FORM OF SUBORDINATED NOTE
[insert appropriate legend]
No. [ ] $[Principal Amount]
MASCOTECH, INC.
__% Subordinated Note Due [5 years from original issue date], Series
___
MascoTech, Inc., a Delaware corporation (together with its successors and
assigns the "Issuer"), for value received hereby promises to pay to
__________________ or registered assigns the principal sum of
______________________, on the Stated Maturity Date (as hereinafter defined) or
any earlier redemption date, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semiannually in arrears, on April
1 and October 1 (unless such day is not a Business Day (as hereinafter defined),
in which event on the next succeeding Business Day) (each an "Interest Payment
Date") of each year in which this Note remains outstanding, commencing with
___________________, 19__, on the unpaid principal sum hereof outstanding in
like coin or currency, at the rates per annum set forth below, by check mailed
to the address of the holder as such address shall appear in the Register (as
hereinafter defined), from the most recent Interest Payment Date to which
interest has been paid on this Note, or if no interest has been paid on this
Note, from ____________, 19__, until payment in full of the principal sum hereof
has been made.
The interest rate shall be a rate per annum that is specified
on the face hereof (the "Interest Rate"). Further, the Issuer shall pay
interest on overdue principal at a rate per annum 1% above the rate borne by
this Note at the time the same became overdue (the "Overdue Rate"), and interest
on overdue installments of interest, to the extent lawful, at the Overdue Rate.
Interest payments on this Note will include interest accrued to but excluding
the Interest Payment Dates or the Stated Maturity Date (or any earlier redemp-
tion or repayment date), as the case may be. Interest on this Note will be
calculated on the basis of a 360 day year of twelve 30-day months.
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Notwithstanding anything herein to the contrary, the interest or any amount
deemed to be interest payable by the Issuer with respect to this Note shall not
exceed the maximum amount permitted by applicable law and, to the extent that
any payments in excess of such permitted amount are received by the holder, such
excess shall be considered payments in respect of the principal amount of this
Note. All sums paid or agreed to be paid to the holder for the use, forbearance
or retention of the indebtedness of the Issuer to the holder shall, to the
extent permitted by applicable law, be deemed to be amortized, prorated,
allocated and spread throughout the full term of such indebtedness until payment
in full of the principal so that the interest on account of such indebtedness
shall not exceed the maximum amount permitted by applicable law.
This Note is one of a duly authorized issue of subordinated notes designat-
ed as the ___% Subordinated Notes Due _____, Series ____ of the Issuer, limited
in aggregate principal amount to $________ (hereinafter called the "Notes").
This Note is transferable and assignable to one or more purchasers (in any
multiple of $10,000), subject to the restrictions on transfer, if any, referred
to on the face hereof. The Issuer agrees to issue from time to time replacement
Notes in the form hereof to facilitate such transfers and assignments. In
addition, after delivery of an indemnity in form and substance satisfactory to
the Issuer, the Issuer also agrees to issue replacement Notes for Notes which
have been lost, stolen, mutilated or destroyed.
The Issuer shall keep at its principal office a register (the "Register")
in which shall be entered the names and addresses of the registered holders of
the Notes and particulars of the respective Notes held by them and of all
transfers of such Notes. The ownership of the Notes shall be proven by the
Register. For the purpose of paying interest and principal on the Notes, the
Issuer shall be entitled to rely on the names and addresses in the Register and
notwithstanding anything to the contrary contained in this Note, no Event of
Default shall occur under Section 4.l(a) or (b) if payment of interest and
principal is made in accordance with the names and addresses and particulars
contained in the Register.
SECTION 1.1. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Note shall have the respective meanings specified
below. All accounting terms used herein and not expressly defined shall have
the meanings given to them in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" shall mean
such accounting principles which are generally accepted as of the time of any
such determination. The terms defined in this Section 1.1 include the plural as
well as the singular.
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"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control" when used with
respect to any Person means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.
"Event of Default" means any event or condition specified as such in
Section 4 which shall have continued for the period of time, if any, therein
designated.
"Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
"Senior Indebtedness" means (a) all indebtedness of the Issuer for money
borrowed (including without limitation obligations of the Issuer in respect of
overdrafts, foreign exchange contracts, swaps, letters of credit, bankers'
acceptance, or any loan or advance from a bank whether or not evidenced by
promissory notes or other instruments) or incurred in connection with the
acquisition of property, whether outstanding on the date of execution of this
Note or thereafter created, assumed or incurred, including but not limited to,
the Issuer's 6% Convertible Subordinated Debentures due 2011, the Issuer's 10%
Senior Subordinated Notes due 1995 and the Issuer's 10-1/4% Senior Subordinated
Notes due 1997, except (i) other notes issued pursuant to the Amended and
Restated Securities Purchase Agreement between the Issuer and Masco Corporation,
a Delaware corporation ("Masco"), dated as of November 23, 1993, all of which
notes shall rank pari passu inter sese, (ii) such indebtedness of the Issuer as
is by its terms expressly stated to be not superior in right of payment to the
Notes or to rank pari passu with the Notes, and (iii) indebtedness of the Issuer
to an Affiliate of the Issuer provided that in no event will Masco Corporation
or any Affiliate of Masco Corporation (other than the Issuer or Affiliates con-
trolled by the Issuer) be deemed to be an affiliate of the Issuer for purposes
of this definition of Senior Indebtedness, (b) any guaranty, endorsement or
other contingent obligation of the Issuer in respect of, or to purchase or
otherwise acquire, any indebtedness of another for money borrowed or incurred in
connection with the acquisition of property, and (c) any deferrals, renewals or
extensions of any such Senior Indebtedness, or debentures, notes or other
evidences of indebtedness issued in exchange for such Senior Indebtedness. The
term "indebtedness of
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the Issuer for money borrowed" as used in the foregoing sentence shall mean any
obligation of the Issuer for borrowed money, whether or not evidenced by notes
or other written obligations, and any indebtedness of the Issuer evidenced by
bonds, notes or debentures or other similar instruments. The term "indebtedness
of the Issuer incurred in connection with the acquisition of property" as used
in the first sentence of this definition shall mean any purchase money obliga-
tion (whether or not secured by any lien or other security interest) created or
assumed as all or part of the consideration for the acquisition of property
whether by purchase, merger, consolidation or otherwise (but not including any
account payable or any other obligation created or assumed by the Issuer in the
ordinary course of business in connection with the obtaining of materials or
services) and any indebtedness arising under a lease of property, equipment or
other assets which, pursuant to generally accepted accounting principles then in
effect, is classified as a liability on the Issuer's balance sheet.
"Stated Maturity Date" means [the date that is five years from the date of
issuance]
"Subsidiary" means, with respect to any Person, any corporation or other
entity of which a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time directly or indirect-
ly owned by such Person.
SECTION 2.1. Payment of Principal and Interest. No provision of this Note
shall alter or impair the obligations of the Issuer, which are absolute and
unconditional, to pay the principal of and interest on this Note at the place,
times, and rate, and in the currency, herein prescribed.
SECTION 3. Covenants.
SECTION 3.1. Offices for Notices and Transfers, etc. So long as any of the
Notes remain outstanding, the Issuer will maintain an office or agency where the
Notes may be presented for registration of transfer and for exchange and an
office or agency where notices and demands to or upon the Issuer in respect of
the Notes may be served. The Issuer will give to the holders of the Notes
written notice of any change of location of any such office or agency thereof.
SECTION 3.2. Provision as to Paying Agent. The Issuer shall act as its
own paying agent and will, on or not more than seven days before each due date
of the principal of or interest on the Notes, set aside, segregate and hold in
trust for the benefit of the holders of the Notes of such series a sum suffi-
cient to pay such principal or interest so becoming due.
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SECTION 3.3 Subordination of Subsidiary Indebtedness. The Issuer shall
obtain an agreement from each of its Subsidiaries, comparable to the letter
agreement dated January 29, 1987 between the Issuer and its subsidiaries
executed in connection with the sale of convertible subordinated debentures and
senior subordinated notes, to the effect that, so long as any Notes are out-
standing, all indebtedness of the Issuer to such Subsidiary for money borrowed
or incurred in connection with the acquisition of property shall be subordinated
and junior in right of payment to the prior payment in full of all such Notes in
the same manner and to the same extent as such Notes are subordinated and junior
in right of payment to the prior payment in full of all Senior Indebtedness (as
defined herein).
SECTION 4. Events of Default and Remedies.
SECTION 4.1. Events of Default. "Event of Default", whenever used herein
with respect to any Note means any one of the following events:
(a) default in the payment of interest upon any Note when it becomes
due and payable and continuance of such default for a period of 30 days;
or
(b) default in the payment of all or any part of the principal of
any Note as and when the same shall become due and payable either at
maturity, upon redemption, by declaration or otherwise; or
(c) default in the performance, or breach, of any covenant of the
Issuer in any Note (other than a covenant, a default in whose performance
or whose breach is elsewhere in this Section or elsewhere in the corre-
sponding provision in any such other Note specifically dealt with), and
continuance of such default or breach for a period of 90 days after there
has been given, by registered or certified mail, to the Issuer by the
holders of at least 25% in principal amount of the outstanding Notes, a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" under the
Notes; or
(d) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Issuer in an involuntary case under
any applicable bankruptcy, insolvency or other similar law or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or other similar official of the Issuer or for any
substantial part of its property, or ordering the winding-up or liquida-
tion of its affairs and such decree or order shall remain unstayed and in
effect for a period of 90 consecutive days; or
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(e) the Issuer shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or of any substantial
part of its property, or shall make any general assignment for the benefit
of creditors, or shall fail generally to pay its debts as they become due.
If an Event of Default described in clause (a), (b) or (c) occurs and is
continuing, then, and in each and every such case, unless the principal of all
of the Notes shall have already become due and payable, the holders of not less
than 25% in aggregate principal amount of the Notes of this Series then out-
standing, by notice in writing to the Issuer, may declare the entire principal
of all the Notes and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default described in clause (d) or (e) occurs, the
principal of and accrued interest on the Notes shall become and be immediately
due and payable without any declaration or other act on the part of any holder
of Notes.
The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Notes shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit in trust for the benefit of the holders of the Notes a sum
sufficient to pay all matured installments of interest upon all of the Notes and
the principal of the Notes (with interest upon such principal and, to the extent
that payment of such interest is enforceable under applicable law, on overdue
installments of interest to the date of such payment or deposit) and if any and
all Events of Default under this Note other than the non-payment of the princi-
pal shall have been cured, waived or otherwise remedied as provided herein, then
and in every such case the holders of a majority in aggregate principal amount
of the Notes then outstanding, by written notice to the Issuer, may waive all
defaults with respect to the Notes and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent
thereon.
SECTION 4.2. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. All powers and remedies given by this Section 4 to the holders of
Notes shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
holders of the Notes, by judicial proceedings or otherwise, to
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enforce the performance or observance of the covenants and agreements contained
in this Note and no delay or omission of any holder of any of the Notes to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, every power and
remedy given by this Note or by law to the holders of Notes may be exercised
from time to time, and as often as shall be deemed expedient, by the holders of
Notes.
SECTION 4.3. Waiver of Past Defaults by Majority of Holders. Subject to
Section 4.1, the holders of a majority in aggregate principal amount of the
Notes at the time outstanding may on behalf of the holders of all of the Notes
waive such default or Event of Default and its consequences except a default in
the payment of principal of or interest on any of the Notes. Upon any such
waiver the Issuer and the holders of the Notes shall be restored to their former
positions and rights hereunder, but no such waiver shall extend to any subse-
quent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default shall have been waived as
permitted by this Section 4.3, said default or Event of Default shall for all
purposes of the Notes be deemed to have been cured and to be not continuing.
SECTION 5. Redemption.
SECTION 5.1. Optional Redemption. The Notes may be redeemed at the option
of the Issuer as a whole, or from time to time in part, at any time prior to
maturity, at a price equal to the principal amount of the Notes so redeemed,
together in each case with accrued interest to the date fixed for redemption,
upon mailing notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the holders of Notes at their last
addresses as the same appear on the Register. Such mailing shall be by first
class mail. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notices to the holder of any Note designated for redemption shall
not affect the validity of the proceedings for the redemption of any other Note.
If less than all of the Notes are to be redeemed, the Issuer will select
(a) by lot or by such other manner as may be prescribed by resolution of the
Board of Directors of the Issuer and (b) to the extent Masco, or any Subsidiary
thereof, holds Notes, the Issuer shall allow Masco to select, in its sole
discretion, the specific Notes then owned by Masco or its Subsidiaries to be
redeemed (provided that Masco informs the Issuer no later than the day prior to
the date of such redemption of the specific Notes selected for redemption), the
Notes or portions thereof (in integral multiples of $1,000) to be redeemed in a
minimum amount of
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$1,000,000 unless less than $1,000,000 of the Notes remain outstanding in which
case all of the Notes must be redeemed.
Upon presentation of any Note redeemed in part only, the Issuer shall
execute and deliver to the holder thereof, at the expense of the Issuer, a new
Note or Notes of authorized denominations, in principal amount equal to the
unredeemed portion of the Note so presented.
SECTION 5.2. Change of Control Put. (a) The holder of this Note shall have
the right, at such holder's option, upon the giving of notice of the occurrence
of any event described in clause (b) below, and subject to the terms and
provisions hereof, to tender any Note, in whole or in part, without regard to
whether the Note is then otherwise redeemable, for cash in an amount equal to
the principal amount of such Note plus accrued interest to the date fixed for
redemption. Such redemption shall occur on the sixty-fifth day after the date
of the notice provided pursuant to clause (c) below (the "Mandatory Redemption
Date"). The holder's right to tender shall continue up to the sixtieth day after
the date of such notice and shall be exercised by any surrender of such Note to
the office or agency to be maintained by the Issuer pursuant to Section 3.1,
accompanied by written notice that the holder elects to tender such Note and (if
so required by the Issuer) by a written instrument or instruments of transfer in
form satisfactory to the Issuer duly executed by the holder or such holder's
duly authorized legal representative and transfer tax stamps or funds therefor,
if required. All Notes surrendered for redemption shall be cancelled by the
Issuer.
(b) The holder's right to tender under clause (a) above shall be trig-
gered upon the occurrence of either of the following events:
(i) Any person or group (an "other entity"), within the meaning of
Section 13(d) (3) of the Securities Exchange Act of 1934, shall attain
beneficial ownership, within the meaning of Rule 13d-3 adopted under the
Securities Exchange Act of 1934, of at least 50% of the voting power for
election of the Directors of the Issuer, unless approved in advance by a
majority of the Issuer's Continuing Directors has hereinafter defined), or
(ii) The Issuer, directly or indirectly, consolidates or merges
with any other entity or sells or leases its properties and assets
substantially as an entirety to any other entity, unless approved in
advance by a majority of the Issuer's Continuing Directors.
A "Continuing Director" is a Director who is a member of the Board of
Directors of the Issuer elected by stockholders prior to the time the other
entity acquires in excess of 10% of the voting
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power for the election of Directors of the Issuer or a person recommended to
succeed a Continuing Director by a majority of the Continuing Directors.
(c) The Issuer shall mail to each holder of Notes at such holder's last
address appearing on the Register, as promptly as possible but in any event not
more than ten days after learning of an occurrence specified in subclause (b)
(i) above or not more than ten days after an occurrence specified in subclause
(b) (ii) above, a notice stating that the event specified in the notice has
occurred and that each holder has the right to tender such holder's Notes for
cash pursuant to the terms hereof. Upon demand to the Issuer at any time by any
holder of Notes, such notice shall be mailed to each holder of Notes, unless the
Issuer can demonstrate to the holder's satisfaction that no event described in
clause (b) has occurred.
(d) On or before the sixty-second day after the date of the notice
provided pursuant to clause (c) above, the Issuer shall set aside, segregate and
hold in trust for the benefit of the holders of the Notes to be redeemed an
amount of money sufficient to pay the principal of, and accrued interest on, all
the Notes to be redeemed on the Mandatory Redemption Date.
(e) After giving the notice of redemption as provided above, the Notes to
be redeemed shall, on the Mandatory Redemption Date, become due and payable at a
price equal to the principal amount thereof plus accrued interest and from and
after such date (unless the Issuer shall default in the payment of principal and
accrued interest thereon) such Notes shall cease to bear interest. Upon
surrender of any such Note for redemption in accordance herewith, such Note
shall be paid on the Mandatory Redemption Date by the Issuer at a price equal to
the principal amount thereof, together with accrued interest to the Mandatory
Redemption Date.
If any Note to be redeemed shall not be so paid on the Mandatory Redemption
Date, the principal and accrued interest thereon shall, until paid, bear
interest from the Mandatory Redemption Date at the Overdue Rate.
(f) Notes may be redeemed in whole or in any integral multiple of $1,000.
Any Note which is to be redeemed only in part shall be surrendered at an office
or agency of the Issuer designated for that purpose (with, if the Issuer so
requires, due endorsement by, or a written instrument to transfer in form
satisfactory to the Issuer duly executed by, the holder thereof or such holder's
attorney duly authorized in writing), and the Issuer shall execute and deliver
to the holder of such Note without service charge, a new Note or Notes, of any
authorized denomination in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal amount.
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SECTION 6. Subordination of Notes.
SECTION 6.1. Agreement to Subordinate. The Issuer covenants and agrees,
and each holder of Notes by such holder's acceptance thereof likewise covenants
and agrees, that all Notes shall be issued subject to the provisions of this
Section; and each Person holding any Note, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such provi-
sions. The provisions of this Section are made for the benefit of the holders
of Senior Indebtedness, and such holders shall, at any time, be entitled to
enforce such provisions against the Issuer or any holders of Notes.
All Notes shall, to the extent and in the manner hereinafter in this
Section set forth, be subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness.
SECTION 6.2. No Payment on Notes if Senior Indebtedness in Default. No
payment on account of principal or interest on the Notes shall be made unless
full payment of amounts then due for principal, premium, if any, sinking funds
and interest on all Senior Indebtedness has been made or duly provided for. No
payment on account of principal or interest on the Notes shall be made if, at
the time of such payment or immediately after giving effect thereto, (i) there
shall exist a default in the payment of principal, premium, if any, sinking
funds or interest with respect to any Senior Indebtedness, or (ii) there shall
have occurred an event of default (other than a default in the payment of
principal, premium, if any, sinking funds or interest) with respect to any
Senior Indebtedness, as defined therein or in the instrument under which the
same is outstanding, permitting the holders thereof to accelerate the maturity
thereof, and such event of default shall not have been cured or waived or shall
not have ceased to exist.
SECTION 6.3. Priority of Senior Indebtedness. In the event of any
insolvency or bankruptcy proceedings, and any receivership, liquidation,
reorganization under the Federal Bankruptcy Code or any other similar applicable
Federal or state law, or other similar proceedings in connection therewith,
relative to the Issuer or to its creditors, as such, or to its property, and in
the event of any proceedings for voluntary liquidation, dissolution or other
winding up of the Issuer or assignment for the benefit of creditors or any other
marshalling of assets of the Issuer, whether or not involving insolvency or
bankruptcy, then the holders of Senior Indebtedness shall be entitled to receive
payment in full of all principal of and premium, if any, and interest on all
Senior Indebtedness including interest on such Senior Indebtedness after the
date of filing of a petition or other action commencing such proceeding before
the holders of the Notes are entitled to receive any payment on account of the
principal of or interest on the Notes and any payment or distribution of any
kind or character which may be payable or deliverable in any such proceedings in
respect of the
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Notes, except securities which are subordinate and junior in right of payment to
the payment of all Senior Indebtedness then outstanding, shall be paid by the
person making such payment or distribution directly to the holders of Senior
Indebtedness to the extent necessary to make payment in full of all Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
the holders of Senior Indebtedness. In the event that any payment or distri-
bution of cash, property or securities shall be received by the holders of the
Notes in contravention of this Section before all Senior Indebtedness is paid in
full, or provision made for the payment thereof, such payment or distribution
shall be held in trust for the benefit of and shall be paid over to the holders
of such Senior Indebtedness or their representative or representatives, or to
the trustee or trustees under any indenture under which any instrument evidenc-
ing any of such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay in full all Senior Indebt-
edness remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.
In the event that any Note is declared due and payable before its expressed
maturity because of the occurrence of an Event of Default (under circumstances
when the provisions of the first paragraph of this Section shall not be applica-
ble), the holders of the Senior Indebtedness outstanding at the time the Notes
so become due and payable because of such occurrence of such an Event of Default
shall be entitled to receive payment in full of all principal of and premium, if
any, and interest on all Senior Indebtedness before the holders of the Notes are
entitled to receive any payment on account of the principal of or interest on
the Notes.
SECTION 6.4. Subrogation of Notes. Subject to the payment in full of all
Senior Indebtedness, the holders of the Notes shall be subrogated to the rights
of the holders of Senior Indebtedness to receive payments or distributions of
assets of the Issuer made on the Senior Indebtedness until the principal of and
interest on the Notes shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of Senior Indebtedness
of any cash, property or securities to which the holders of the Notes would be
entitled except for the provisions of this Section, and no payment over pursuant
to the provisions of this Section to the holders of Senior Indebtedness by
holders of the Notes, shall, as between the Issuer, its creditors other than the
holders of Senior Indebtedness, and the holders of Notes, be deemed to be a
payment by the Issuer to or on account of Senior Indebtedness, and no payments
or distributions to the holders of the Notes of cash, property or securities
payable or distributable to the holders of the Senior Indebtedness to which the
holders of the Notes shall become entitled pursuant to the provisions of this
Section, shall, as between the Issuer, its creditors other than the holders of
Senior Indebtedness, and the holders of the Notes, be
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deemed to be a payment by the Issuer to the holders of or on account of the
Notes.
SECTION 6.5. Issuer Obligation to Pay Unconditional. The provisions of
this Section are solely for the purpose of defining the relative rights of the
holders of Senior Indebtedness on the one hand, and the holders of the Notes on
the other hand, and nothing herein shall impair, as between the Issuer and the
holders of the Notes, the obligation of the Issuer, which is unconditional and
absolute, to pay to the holders thereof the principal thereof and interest
thereon in accordance with the terms of the Notes nor shall anything herein
prevent the holders of the Notes from exercising all remedies otherwise permit-
ted by applicable law or under the Notes upon default under the Notes, subject
to the rights of holders of Senior Indebtedness under the provisions of this
Section to receive cash, property or securities otherwise payable or deliverable
to the holders of the Notes.
SECTION 7. Miscellaneous.
SECTION 7.1. Modification of Notes. The Notes may be modified without
prior notice to any holder but with the written consent of the holders of a
majority in principal amount of the Notes. Subject to Section 4.1 and Section
4.3, the holders of a majority in principal amount of the Notes may waive
compliance by the Issuer with any provision of the Notes without prior notice to
any holder. However, without the consent of each holder affected, an amendment,
supplement or waiver may not (1) reduce the amount of Notes whose holders must
consent to an amendment, supplement or waiver, (2) reduce the rate or extend the
time for payment for interest on any Notes, (3) reduce the principal amount of
or extend the fixed maturity of any Notes or alter the redemption provisions
with respect thereto or (4) make any Notes payable in money or property other
than as stated in the Notes.
The Issuer will use its best efforts to qualify an indenture with respect
to this Note at or prior to the time such qualification is required under the
Trust Indenture Act of 1939, as amended, or similar law then in effect.
SECTION 7.2. Miscellaneous. This Note shall be deemed to be a contract
under the laws of the State of Michigan and for all purposes shall be construed
in accordance with the laws of said State, except as may otherwise be required
by mandatory provisions of law. The parties hereto, including all guarantors or
endorsers, hereby waive presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, except as specifically provided herein, and assent to
extensions of the time of payment, or forbearance or other indulgence without
notice. The holder of this Note by acceptance of this Note agrees to be bound
by the provisions (including the subordination provisions) of this Note
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which are expressly binding on such holder. In determining whether the holders
of the requisite aggregate principal amount of Notes have concurred in any
direction, consent or waiver as provided under the Notes, Notes which are owned
by the Issuer or any Subsidiary of the Issuer shall be disregarded and deemed
not to be outstanding for the purpose of any such determination. The Section
headings herein are for convenience only and shall not affect the construction
hereof.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.
Dated:
[Seal] MASCOTECH, INC.
By:
Name:
Title:
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