UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
MascoTech, Inc.
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(Name of Issuer)
Common Stock
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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)
November 28, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box / /.
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).
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SCHEDULE 13D
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CUSIP No.
574670 10 5
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MASCO CORPORATION 38-1794485
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States (Delaware)
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7 SOLE VOTING POWER
NUMBER OF 2,492,248
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING ---------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,492,248
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,492,248
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (subject to increase based on holders of outstanding
restricted stock of the Issuer electing to receive cash in lieu
of restricted stock in accordance with the restricted stock
incentive plans)
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14 TYPE OF REPORTING PERSON
CO
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The information contained in this Amendment No. 10 supplements and amends
the information contained in the following Items of 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.
Item 4. Purpose of the Transaction.
The disposition of securities of the Issuer reflected on this schedule was
consummated pursuant to, and in accordance with, the Recapitalization Agreement,
as amended, and the Exchange and Voting Agreement, as amended, each referred to
in and attached to the Amendment No. 9 to the Schedule 13D dated August 1, 2000,
as Exhibit 99.c and Exhibit 99.d, respectively and described further in the
Issuer's Definitive Proxy Statement and Schedule 13E-3, each filed with the
Commission on October 26, 2000 and attached hereto as Exhibit 2 and exhibit 3,
respectively (the "Recapitalization").
Item 5. Interest in Securities of the Issuer.
(a)-(b) Upon consummation of the Recapitalization on November 28, 2000,
Masco beneficially owned 2,492,248 shares of Common Stock of the
Issuer, representing 7.2% of the outstanding Common Stock of MascoTech
and all of which Masco has the sole power to vote and sole power to
dispose. The foregoing percentage is based on 34,384,053 shares of
Common Stock outstanding on November 28, 2000 after the
Recapitalization, assuming vesting of all restricted stock awards and
is subject to increase based on holders of outstanding restricted
stock of the Issuer electing to receive cash in lieu of restricted
stock in accordance with the restricted stock incentive plans. All
other Common Stock owned immediately prior to the Recapitalization was
canceled in accordance with the Recapitalization Agreement, in
exchange for the merger consideration described therein.
(c) During the sixty day period ended November 28, 2000, no transactions
in the Common Stock occurred, other than as described in Item 4
hereto.
(d)-(e) Not Applicable.
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 the Securities
of the Issuer.
On November 28, 2000, in connection with the Recapitalization, the Issuer,
Heartland Industrial Partners (FF), L.P. ("HIPFF"), Heartland Industrial
Partners (E1), L.P. ("HIPE1"), Heartland Industrial Partners (K1), L.P.
("HIPK1"), Heartland Industrial Partners (C1), L.P. ("HIPC1") and Heartland
Industrial Partners, L.P. ("HIP" and, collectively with HIPFF, HIPE1, HIPK1 and
HIPC1, the "Heartland Entities"), Credit Suisse First Boston Equity Partners,
L.P. ("CSFB"), Masco, Richard Manoogian, various of their affiliates and other
stockholders of MascoTech entered into a Shareholders Agreement ("Shareholders
Agreement"). The following description of certain terms of the Shareholders
Agreement is qualified in its entirety by reference to the Shareholders
Agreement.
Election of Directors. The Shareholders Agreement provides that the parties
will vote their shares of common stock in order to cause a majority
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of the board of directors to be designated by the Heartland Entities, one
director to be designated by Masco and one director to be designated by CSFB,
after consultation with the Heartland Entities.
Transfers of Common Stock. Prior to the date the Issuer has consummated a
public offering of Common Stock of at least $100.0 million (a "Qualifying Public
Equity Offering"), the Shareholders Agreement restricts transfers of common
stock except for transfers to permitted transferees, pursuant to the "right of
first offer", "tag-along" or "drag-along" provisions described below or pursuant
to an effective registration statement or pursuant to Rule 144 under the
Securities Act.
Right of First Offer. The Shareholders Agreement provides that prior to a
Qualifying Public Equity Offering no stockholder may transfer any of its shares
other than to a permitted transferee or pursuant to the "tag-along" and
"drag-along" provisions unless such stockholder shall offer such shares to the
Issuer. If the Issuer declines to purchase the shares, then the Heartland
Entities have the right to purchase such shares.
Tag-Along Rights and Drag-Along Rights. The Shareholders Agreement grants
to the stockholders, subject to certain exceptions, in connection with a
proposed transfer of Common Stock by the Heartland Entities, the right to
require the proposed transferee to purchase a proportionate percentage of the
shares owned by the other stockholders upon the same economic terms as are being
offered to the Heartland Entities. These rights terminate upon a Qualifying
Public Equity Offering. The Shareholders Agreement provides that when the
Heartland Entities enter into a transaction resulting in a substantial change of
control of the Issuer, the Heartland Entities have the right to require the
other stockholders to sell a proportionate percentage of shares of Common Stock
in such transaction as the Reporting Heartland Entities are selling and to
otherwise vote in favor of the transactions effecting such substantial change of
control. These rights terminate upon a Qualifying Public Equity Offering
Preemptive Rights. Subject to certain exceptions, the Shareholders
Agreement provides that if the Issuer or one of its subsidiaries issues, sells
or grants rights to acquire for cash any shares of Common Stock or any other
security convertible or exchangeable therefor ("Equity Interests"), then the
Issuer will be obligated to offer certain stockholders and the Heartland
Entities the right to purchase on the same terms and conditions of the sale,
such amount of shares of Common Stock or such other Equity Security as would be
necessary for such stockholders and the Heartland Entities to maintain their
then current beneficial ownership interest in the Issuer. These rights terminate
upon an initial public offering by the Issuer.
Other Rights. The Shareholders Agreement provides the stockholders with
piggy-back rights with customary terms and provides the Reporting Person,
Richard Manoogian, CSFB and the Heartland Entities with demand registration
rights. The Shareholders Agreement also provides that prior to a Qualifying
Public Equity Offering the Issuer will consult with CSFB in respect of certain
matters.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Shareholders Agreement dated as of November 28, 2000 by and
among MascoTech, Inc., Masco Corporation, Richard Manoogian, Richard and Jane
Manoogian Foundation, Heartland Industrial Partners (FF), L.P., Heartland
Industrial Partners (E1), L.P., Heartland Industrial Partners (K1), L.P.,
Heartland Industrial Partners (C1), L.P. and Heartland Industrial Partners, L.P.
LongPoint Capital Fund, L.P., LongPoint Capital Partners, L.L.C., CRM 1999
Enterprise Fund, L.L.C., Kleinwort Benson Holdings, Inc., 75 Wall Street
Associates L.L.C., Metropolitan Life Insurance Company, First Union Capital
Partners, L.L.C., GE Capital Equity Investments, Inc., Credit Suisse
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First Boston U.S. Executive Advisors, L.P., Credit Suisse First Boston Equity
Partners (Bermuda), L.P., Credit Suisse First Boston Equity Partners, L.P., EMA
Partners Fund 2000, L.P., EMA Private Equity Fund 2000, L.P., Merchant Capital,
Inc., BancBoston Capital Inc., and Private Equity Portfolio Fund II, L.L.C.
Filed with the Commission on December 8, 2000 as an exhibit to Heartland
Industrial Partners, L.P.'s Schedule 13D for MascoTech, Inc. dated the date
hereof and incorporated herein.
Exhibit 2. Definitive Proxy Statement of MascoTech, Inc. Filed with the
Commission on October 26, 2000 and incorporated by reference herein.
Exhibit 3. Schedule 13E-3 of MascoTech, Inc. Filed with the Commission on
October 26, 2000 and incorporated by reference herein.
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 8, 2000
MASCO CORPORATION
By: /s/ John R. Leekley
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Name: John R. Leekley
Title: Senior Vice President
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