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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
MascoTech, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
574670 10 5
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(CUSIP Number)
John R. Leekley, Senior Vice President and General Counsel, Masco Corporation,
21001 Van Born Road, Taylor, MI 48180 (313) 274-7400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 1, 2000
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(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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 pages
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CUSIP NO. 574670 10 5 13D PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Masco Corporation 38-1794485
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 7,824,690
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 7,824,690
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,824,690
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP NO. 574670 10 5 13D PAGE 3 OF 5 PAGES
The information contained in this Amendment No. 9 supplements and amends the
information contained in the following Items of the Schedule 13D 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"),
as heretofore amended.
On August 2, 2000, the Issuer issued a press release (the "Press
Release") announcing that it had entered into a Recapitalization Agreement dated
as of August 1, 2000 (the "Recapitalization Agreement") with Riverside Company
LLC, a Delaware limited liability company ("Riverside"), pursuant to which
Riverside will be merged with and into the Issuer, with the Issuer as the
surviving corporation (the "Riverside Merger"). Heartland Industrial Partners,
L.P., a Delaware limited partnership ("Heartland"), controls Riverside and, as a
result of the transactions contemplated by the Recapitalization Agreement will
acquire control of the Issuer. The Recapitalization Agreement further provides
that each share of the Common Stock held by the shareholders of the Issuer
(other than certain shares of Common Stock held by Masco, by Richard A.
Manoogian, and by The Richard and Jane Manoogian Foundation) will be converted
into a cash payment at the closing of $16.90 per share of Common Stock plus
their pro rata share of the net proceeds realized on the disposition of certain
non-operating assets of the Issuer.
The transactions contemplated by the Recapitalization Agreement are
subject to certain conditions.
In connection with the transactions contemplated under the
Recapitalization Agreement, Riverside, Masco, Richard A. Manoogian, and the
Richard and Jane Manoogian Foundation entered into an Exchange and Voting
Agreement dated as of August 1, 2000 (the "Exchange and Voting Agreement").
Pursuant to the Exchange and Voting Agreement, Masco, Richard A. Manoogian, and
the Richard and Jane Manoogian Foundation have agreed to vote in favor of the
Recapitalization Agreement and the transactions contemplated thereunder. As a
result of the transactions contemplated under the Recapitalization Agreement and
the Exchange and Voting Agreement, Masco, Richard A. Manoogian, and the Richard
and Jane Manoogian Foundation, and other members of management will retain an
equity stake of approximately 20% in the Issuer, as the surviving corporation
after the consummation of the transactions contemplated thereunder.
Each of the foregoing descriptions of the Recapitalization Agreement,
the Exchange and Voting Agreement and the Press Release is qualified in its
entirety by reference to the Recapitalization Agreement, a copy of which is
attached hereto as Exhibit 99.c and is incorporated herein by reference, to the
Exchange and Voting Agreement, a copy of which is attached hereto as Exhibit
99.d and is incorporated herein by reference, and to the Press Release, a copy
of which is attached hereto as Exhibit 99.e and is incorporated herein by
reference.
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CUSIP NO. 574670 10 5 13D PAGE 4 OF 5 PAGES
Item 4. Purpose of the Transaction.
Pursuant to the Exchange and Voting Agreement, Masco will exchange a
portion of its Common Stock for Preferred Stock of Issuer prior to the Riverside
Merger. This Preferred Stock will be converted into Common Stock and Preferred
Stock of the Issuer as the surviving Corporation in the Riverside Merger. As a
result of these transactions, Heartland will acquire control of the Issuer and
the Common Stock will be eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934 and to be delisted from
the New York Stock Exchange.
Item 5. Interest in Securities of Issuer.
(a) Prior to the transactions contemplated by the Recapitalization
Agreement and the Exchange and Voting Agreement, as of August 1, 2000 Masco
directly owned 7,824,690 shares of Common Stock. To the best of its knowledge
and based on the number of shares of Common Stock believed to be outstanding as
of August 1, 2000, Masco would be deemed to be the beneficial owner of 17.6
percent of the shares of Common Stock. Pursuant to the Recapitalization
Agreement and the Exchange and Voting Agreement, Masco will continue to hold a
portion of its equity in the Issuer following the Riverside Merger.
(b) Subject to the Exchange and Voting Agreement, Masco has the sole
power to vote all of the shares of Common Stock owned by it. Pursuant to the
Exchange and Voting Agreement, Masco has agreed to vote all shares of Common
Stock then beneficially owned in favor of the Transactions (as defined in the
Recapitalization Agreement).
(c) During the sixty day period ended August 1, 2000 no transactions in
the Common Stock occurred.
Shares of Common Stock beneficially owned by Richard A. Manoogian, who
is Masco's Chairman of the Board and Chief Executive Officer, are separately
reported by Mr. Manoogian.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with a sale of shares of Common Stock to the Issuer in
1996, Masco granted the Issuer a Right of First Refusal to purchase the
remaining shares of Common Stock held by Masco. This Right of First Refusal was
waived in connection with the Recapitalization Agreement.
As described above, pursuant to the Exchange and Voting Agreement, Masco has
agreed to exchange a portion of its shares of Common Stock and Masco has agreed
to vote all shares of Common Stock then beneficially owned in favor of the
Transactions.
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CUSIP NO. 574670 10 5 13D PAGE 5 OF 5 PAGES
Item 7. Material to be Filed as Exhibits.
*Exhibit 99.a Stock Purchase Agreement dated as of October 15,
1996 between Masco Corporation and MascoTech, Inc.
*Exhibit 99.b Amendment No. 1 made as of October 31, 1996 to
Amended and Restated Securities Purchase Agreement
dated as of November 23, 1993 between Masco
Corporation and MascoTech, Inc.
Exhibit 99.c Recapitalization Agreement dated as of August 1,
2000. Incorporated by reference to the Exhibits filed
with MascoTech, Inc.'s Current Report on Form 8-K
dated August 7, 2000.
Exhibit 99.d Exchange and Voting Agreement dated as of August
1, 2000. Incorporated by reference to the Exhibits
filed with MascoTech, Inc.'s Current Report on Form
8-K dated August 7, 2000.
Exhibit 99.e Press Release dated August 2, 2000. Incorporated
by reference to the Exhibits filed with MascoTech,
Inc.'s Current Report on Form 8-K dated August 7,
2000.
*Previously filed
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.
DATE: August 11, 2000
MASCO CORPORATION
By: /s/ Robert B. Rosowzki
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Robert B. Rosowzki
Vice President - Controller
and Treasurer
