<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MASCOTECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 38-2513957
- ----------------------------- --------------------
(State of incorporation or (IRS Employer
organization) Identification no.)
21001 Van Born Road, Taylor, Michigan 48180
- ------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH EACH CLASS
TO BE SO REGISTERED IS REGISTERED
- ------------------- ----------------------
__% Convertible Subordinated New York Stock Exchange
Debentures Due 2003
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
[ ]% Convertible Debentures
Registrant proposes to offer and sell its ___% Convertible Subordinated
Debentures Due 2003, pursuant to a Preliminary Prospectus Supplement dated
January 11, 1994 and Prospectus dated June 30, 1993 filed with the Commission
(the "Preliminary Prospectus"). The description of the ___% Convertible
Subordinated Debentures registered hereby is incorporated by reference to the
section entitled "Description of Debentures" contained in the Preliminary
Prospectus, a copy of which is filed as Exhibit 1 hereto. The definitive
description of such securities will be contained in the definitive Prospectus
Supplement and Prospectus which will be filed pursuant to Rule 424(b) and which
shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
1. Registrant's Preliminary Prospectus Supplement dated January 11, 1994
and Prospectus dated June 30, 1993 relating to the offering of __%
Convertible Subordinated Debentures Due 2003.
2. Indenture dated as of November 1, 1986 between the Registrant and
Morgan Guaranty Trust Company of New York, as Trustee, incorporated
herein by reference to the Exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 (Commission
File No. 0-12098).
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: January 11, 1994 MASCOTECH, INC.
By: /s/ Timothy Wadhams
Timothy Wadhams
Vice President - Controller
-3-
<PAGE> 4
Exhibit Index
Exhibit No.
1. MascoTech, Inc.'s Preliminary Prospectus Supplement dated January 11,
1994 and Prospectus dated June 30, 1993 relating to the offering of
__% Convertible Subordinated Debentures Due 2003.
2. Indenture dated as of November 1, 1986 between MascoTech, Inc. and
Morgan Guaranty Trust Company of New York, as Trustee, incorporated
herein by reference to the Exhibits filed with the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991 (Commission
File No. 0-12098).
<PAGE> 1
EXHIBIT 1
SUBJECT TO COMPLETION, DATED JANUARY 11, 1994
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 30, 1993)
$200,000,000
[LOGO]
MASCOTECH, INC. (FORMERLY MASCO INDUSTRIES, INC.)
% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
INTEREST PAYABLE JUNE 15 AND DECEMBER 15
------------------
The Debentures are convertible into Common Stock, par value $1.00 per share
(the "Common Stock"), of the Company prior to maturity unless previously
redeemed, at a conversion price of $ per share, subject to adjustment in
certain events. The Common Stock is traded on the New York Stock Exchange
("NYSE") under the symbol MSX. The closing sale price of the Common Stock on the
NYSE Composite Tape on January 10, 1994 was $27 1/8 per share. See "Price Range
of Common Stock and Dividend Policy." The Company intends to make application to
list the Debentures on the NYSE.
Interest on the Debentures is payable on June 15 and December 15 of each
year commencing June 15, 1994 at a rate of % per annum. The Debentures are
subject to redemption, at the option of the Company, in whole or in part, at any
time on or after December 22, 1996 at the redemption price set forth in this
Prospectus Supplement, plus accrued interest to the date of redemption. The
Debentures will be subordinated to all existing and future Senior Indebtedness
(as defined herein). See "Description of Debentures" herein and "Description of
Subordinated Securities" in the accompanying Prospectus.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) COMPANY(1)(3)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Debenture..................... % % %
- -------------------------------------------------------------------------------------------------
Total(4).......................... $ $ $
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from , 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $ .
(4) The Company has granted the Underwriters a 30-day option to purchase up to
$30,000,000 additional principal amount of Debentures on the same terms and
conditions as set forth above, solely to cover over-allotments, if any. If
such option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company, before deducting
expenses, will be $ , $ and $ , respectively. See
"Underwriting."
------------------
The Debentures offered by this Prospectus Supplement are offered by the
Underwriters subject to prior sale, withdrawal, cancellation or modification of
the offer without notice, to delivery to and acceptance by the Underwriters and
to certain further conditions. It is expected that the Debentures will be
available for delivery at the offices of Smith Barney Shearson Inc., 110 Wall
Street, New York, New York 10005, on or about January , 1994.
------------------
SMITH BARNEY SHEARSON INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON BROTHERS INC
January , 1994
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH JURISDICTION.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES AND
THE COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE> 3
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus Supplement. Unless otherwise
indicated, the information contained in this Prospectus Supplement assumes that
the Underwriters' over-allotment option will not be exercised. Unless the
context indicates otherwise, as used in this Prospectus Supplement, the term
"Company" refers to MascoTech, Inc. and its consolidated subsidiaries, and the
amounts have been reclassified to present certain businesses as discontinued
operations as discussed below.
THE COMPANY
MascoTech, Inc. (formerly Masco Industries, Inc.) is a diversified
manufacturer of original equipment and aftermarket parts for the automotive
industry; commercial, institutional and residential building products for the
construction industry; and other diversified products principally for the
defense industry. Sophisticated technology plays a significant role in the
Company's businesses and in the design, engineering and manufacturing of many of
its products.
Since its formation in 1984, the Company has invested approximately $1.2
billion for capital expenditures and acquisitions to acquire and complement the
technology and leadership positions in its niche markets, contributing to the
more than tripling of the Company's sales in that time frame. A portion of these
investments, coupled with the Company's metalworking expertise, have enabled the
Company to approximately quadruple its sales of transportation-related products
to approximately $1.1 billion in 1992. For the nine-month period ended September
30, 1993, net sales from continuing operations and income from continuing
operations before preferred dividends increased 10 percent and 64 percent,
respectively, over the comparable period in 1992.
RECENT DEVELOPMENTS
In 1993 the Company took several actions as part of its long-term strategic
plan to increase the focus on its core operating capabilities and deleverage its
balance sheet. In late November 1993 the Company announced a plan to divest its
Energy-related business segment and to present such businesses as discontinued
operations. These businesses manufactured specialized tools, equipment and other
products for energy-related industries, and had 1992 sales and operating profit
of approximately $200 million and $3 million, respectively. The disposition of
these businesses is expected to result in proceeds of approximately $162 million
(including cash tax benefits). Two of the businesses were sold in late 1993 for
proceeds totaling approximately $93 million and the Company expects to divest
the remaining businesses in 1994.
Also in late 1993 the Company redeemed for cash its outstanding $100
million of 10% Exchangeable Preferred Stock (the "10% Preferred Stock") and
called for redemption its outstanding $187 million of 6% Convertible
Subordinated Debentures due 2011 (the "2011 Debentures"). Substantially all of
the 2011 Debentures were converted, resulting in the issuance of approximately
10 million shares of Common Stock (including the issuance of approximately 7
million shares to Masco Corporation ("Masco"), increasing its ownership of
Company Common Stock to approximately 42 percent). In addition, the Company has
called for redemption, on February 1, 1994, its outstanding $250 million of
10 1/4% Senior Subordinated Notes due 1997 (the "1997 Notes").
The Company expects that the probable loss to be incurred from the
divestiture of the Energy-related business segment and expenses related to the
early extinguishment of the 1997 Notes will result in after-tax charges
aggregating approximately $24 million ($.40 per common share) and a net loss in
the fourth quarter of 1993.
From December 31, 1992 to September 30, 1993 the Company has repaid
approximately $165 million of debt. In addition, the transactions referred to
above (including the offering of the Debentures) will increase equity by
approximately $61 million and reduce debt by $241 million, thereby reducing
long-term debt as a percent of long-term debt plus equity from 62 percent at
September 30, 1993 to 52 percent on a pro forma basis. See "Capitalization" and
"Unaudited Pro Forma Consolidated Condensed Financial Information".
S-3
<PAGE> 4
BUSINESS
TRANSPORTATION-RELATED PRODUCTS
The Company manufactures a broad range of components, sub-assemblies and
assemblies for the transportation industry. Transportation-related products
represented approximately 73 percent of 1992 sales (excluding discontinued
operations) and primarily consist of original equipment products for the
automotive and truck industries. The Company's products include a number of
items for which reliability, quality and certainty of supply are major factors
in customers' selection of suppliers. Over half of the products are used
"under-the-body" for engine and drive-train applications (such as semi-finished
transmission shafts, drive gears, engine connecting rods, wheel spindles and
front wheel drive and exhaust system components) and for chassis and suspension
functions (including electromechanical solenoids and relays and suspension
components). Products manufactured for exterior body trim applications include
automotive trim, luggage racks and accessories, and metal stampings. Aftermarket
products include fuel and emission systems components, windshield wiper blades,
constant velocity joints, brake hardware repair kits and aftermarket luggage
racks and accessories. In addition to its manufacturing activities, the Company
provides engineering services primarily for the automotive, heavy truck and
aerospace industries, and is engaged in specialty vehicle development and
conversion programs.
Products are manufactured using various metalworking technologies,
including cold, warm and hot forming, powdered metal forming and stamping.
Although published industry statistics are not available, the Company believes
that it is a leading independent producer of many of the industrial component
parts that it produces using cold, warm or hot forming processes. The Company's
advanced hot forming process is automated, high speed and efficient, and allows
parts to be forged in a near net shape requiring minimal secondary finishing
operations and minimizing waste material. This automated progressive and
transfer die process allows the Company to manufacture a wide variety of close
tolerance components in light to heavy gauge materials at very high production
rates. Forged powdered metal technology is used to form lightweight,
high-strength components to extremely close tolerances using both traditional
forged processes and conventional powdered metal processes. The Company believes
that its metalworking technologies provide cost competitive, high-performance,
quality components that are required in order to meet the increasing demands of
the automotive and truck marketplace.
ARCHITECTURAL PRODUCTS
The Company manufactures a variety of architectural products for
commercial, institutional and residential markets. Products include steel doors
and frames; stainable and low maintenance steel doors; wood windows and
aluminum-clad wood windows; leaded, etched and beveled glass for decorative
windows and entryways; residential entry systems; garage doors; sectional and
rolling doors; security grilles; and modular metal partitions. The Company's
commercial and institutional markets include office buildings, factories,
hotels, schools, hospitals, retail stores and malls, warehouses and
mini-warehouses. Residential markets include single family new construction as
well as repair and remodeling.
OTHER SPECIALTY PRODUCTS
The Company's other specialty products consist primarily of defense
products, including large diameter cold formed cartridge cases, projectiles and
casings for rocket motors and missiles for the United States government and its
suppliers. Changes in government procurement practices and requirements have
adversely affected orders, sales and profits of such products in recent years
and are expected to continue to do so in the future. As a result the Company is
pursuing other commercial applications for the resources related to the
manufacturing of defense products including its waste-water treatment
capability, which the Company has marketed in recent years to other industrial
companies.
S-4
<PAGE> 5
THE OFFERING
<TABLE>
<S> <C>
Securities Offered........................... $200,000,000 principal amount of %
Convertible Subordinated Debentures Due 2003.
The Company has granted the Underwriters an
option for 30 days to purchase up to
$30,000,000 additional principal amount of
Debentures, solely to cover over-allotments.
Interest..................................... Interest on the Debentures is payable on the
principal amount thereof at the rate stated
on the cover page hereof, semiannually on
each June 15 and December 15, commencing June
15, 1994.
Conversion Rights............................ The Debentures are convertible at any time on
or after March , 1994 and prior to maturity
on December 15, 2003, unless previously
redeemed, into shares of Common Stock at a
conversion price of $ per share,
subject to adjustment in certain events as
described in the accompanying Prospectus.
Redemption................................... The Debentures are redeemable at any time on
or after December 22, 1996, in whole or in
part, at the option of the Company, at the
redemption prices set forth herein, plus
accrued interest to the date of redemption.
Subordination................................ The Debentures are subordinated in right of
payment to all Senior Indebtedness. So long
as the Debentures are outstanding, the
Company is restricted from creating or
incurring certain indebtedness that is
subordinate to Senior Indebtedness except for
subordinated indebtedness that ranks pari
passu with, or is subordinate to, the
Debentures. As a result of this restriction,
after the redemption of the 1997 Notes and
the maturity of the 10% Senior Subordinated
Notes due March 1995, the Company will have
no outstanding Senior Indebtedness that is
senior to the Debentures but subordinate to
other Senior Indebtedness.
Trading Market............................... The Company intends to make application to
list the Debentures on the NYSE. The Common
Stock is traded on the NYSE under the symbol
MSX.
Use of Proceeds.............................. The Company intends to utilize the net
proceeds of the offering of the Debentures,
together with currently available bank
borrowings, to redeem the 1997 Notes.
</TABLE>
S-5
<PAGE> 6
USE OF PROCEEDS
The Company has called for redemption, on February 1, 1994, its outstanding
$250 million of 1997 Notes at a redemption price of 101.25%. For purposes of
presentation, the pro forma financial information contained herein reflects the
redemption of the 1997 Notes with borrowings under the Company's bank credit
agreement and the application of the net proceeds of the offering of the
Debentures to repay a portion of such bank borrowings. Although the Company has
sufficient credit available under its bank credit agreement to redeem the 1997
Notes with borrowings thereunder, the Company intends to apply the net proceeds
of the offering of the Debentures, estimated to be $ million, in lieu of a
portion of such bank borrowings to redeem the 1997 Notes. See "Capitalization"
and "Unaudited Pro Forma Consolidated Condensed Financial Information."
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock is listed on the NYSE under the symbol MSX. Prior to June
23, 1993, the Common Stock was traded over-the-counter and quoted on the
National Association of Securities Dealers Automated Quotation System --
National Market System ("NASDAQ-NMS") under the symbol MASX. The following table
sets forth, for the periods indicated, the high and low sales prices of the
Common Stock as reported on the NASDAQ-NMS and, beginning on June 23, 1993, on
the NYSE:
<TABLE>
<CAPTION>
HIGH LOW
----- -----
<S> <C> <C>
1991
First Quarter......................................... $6 1/2 $3 7/8
Second Quarter........................................ 7 3/8 4 3/4
Third Quarter......................................... 6 3/4 5 1/4
Fourth Quarter........................................ 5 3/8 4 3/4
1992
First Quarter......................................... 11 4 3/4
Second Quarter........................................ 13 7/8 8 5/8
Third Quarter......................................... 13 5/8 10 3/8
Fourth Quarter........................................ 12 1/8 8 3/8
1993
First Quarter......................................... 17 1/4 11 3/8
Second Quarter........................................ 21 15 3/4
Third Quarter......................................... 22 5/8 19 1/2
Fourth Quarter........................................ 28 1/8 18 3/4
1994
First Quarter (through January 10, 1994).............. 27 7/8 26 1/4
------ ------
</TABLE>
See the cover page of this Prospectus Supplement for the closing sale price
of the Common Stock on January 10, 1994.
The Company commenced paying cash dividends on its Common Stock in August
1993 and to date has declared and paid two quarterly dividends, each in the
amount of $.02 per share. Future declarations of dividends on the Common Stock
are discretionary with the Board of Directors and will depend upon the Company's
earnings, capital requirements, financial condition and other factors. Dividends
may not be paid on the Common Stock if there are any dividend arrearages on the
Company's outstanding Preferred Stock. In addition, certain of the Company's
long-term debt instruments contain provisions that restrict the dividends that
it may pay on its capital stock.
S-6
<PAGE> 7
CAPITALIZATION
The following table sets forth the capitalization of the Company and its
consolidated subsidiaries at September 30, 1993 (reclassified for discontinued
operations), and as adjusted to reflect: (i) application of an estimated $162
million of proceeds (including cash tax benefits) from the planned disposition
of the Company's Energy-related business segment to reduce bank borrowings, (ii)
redemption for cash of $100 million of 10% Preferred Stock in November 1993 and
$250 million of the 1997 Notes with bank borrowings, and (iii) conversion into
Common Stock of the 2011 Debentures in December 1993 (collectively, "Certain
Transactions"); and as further adjusted to reflect the issuance and sale of the
Debentures offered hereby and the use of the net proceeds therefrom. See "Use of
Proceeds." The following should be read in conjunction with the Company's
consolidated financial statements, the notes thereto and Management's Discussion
and Analysis of Financial Condition and Results of Operations for the year ended
December 31, 1992 and for the nine months ended September 30, 1993 in the
Company's Current Report on Form 8-K to be filed by the Company on or before
January 13, 1994, which is incorporated herein by reference (and the unaudited
pro forma consolidated condensed financial information included elsewhere
herein).
<TABLE>
<CAPTION>
SEPTEMBER 30, 1993
------------------------------------------
AS FURTHER
HISTORICAL ADJUSTED
(RECLASSIFIED TO REFLECT
FOR AS ADJUSTED DEBENTURES
DISCONTINUED FOR CERTAIN OFFERED
OPERATIONS) TRANSACTIONS HEREBY
------------ ----------- -----------
(IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C>
Short-term debt:
Notes payable and current portion of long-term debt.... $ 2,840 $ 2,840 $ 2,840
------------ ----------- -----------
------------ ----------- -----------
Long-term debt:
Senior long-term debt (principally bank borrowings).... $ 290,320 $ 481,200 $ 286,000
------------ ----------- -----------
10% Senior Subordinated Notes Due March 1995........... 233,150 233,150 233,150
10 1/4% Senior Subordinated Notes Due 1997............. 250,000 -- --
6% Convertible Subordinated Debentures Due 2011........ 56,880 -- --
Subordinated long-term debt held by Masco Corporation:
6% Convertible Subordinated Debentures Due 2011..... 130,000 -- --
Debentures offered hereby.............................. -- -- 200,000
------------ ----------- -----------
Total subordinated long-term debt.............. 670,030 233,150 433,150
------------ ----------- -----------
Total long-term debt..................................... 960,350 714,350 719,150
------------ ----------- -----------
Shareholders' equity:
Preferred stock, $1 par; shares authorized: 25 million;
shares outstanding: 11.8 million historical, 10.8
million as adjusted (aggregate liquidation value
$316 million historical, $216 million as
adjusted)........................................... 11,800 10,800 10,800
Common stock, $1 par, shares authorized: 250 million;
shares outstanding: 50.1 million historical, 60.5
million as adjusted................................. 50,130 60,510 60,510
Paid-in capital..................................... 289,160 364,670 364,670
Retained earnings................................... 245,000 221,450 221,450
Cumulative translation adjustments.................. (610) (610) (610)
------------ ----------- -----------
Total shareholders' equity..................... 595,480 656,820 656,820
------------ ----------- -----------
Total long-term debt and shareholders' equity............ $1,555,830 $ 1,371,170 $ 1,375,970
------------ ----------- -----------
------------ ----------- -----------
</TABLE>
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<PAGE> 8
SELECTED FINANCIAL DATA
In late November 1993, the Company adopted a formal plan to divest its
Energy-related business segment, which requires the reclassification of certain
previously issued financial statements to present such Energy-related business
segment as discontinued operations. The following table sets forth selected
financial data reclassified as to all statement of operations data and as to the
September 30, 1993 balance sheet. The statement of operations data for each of
the three years ended December 31, 1992 and the balance sheet data for 1992 and
1991 have been derived from the audited financial statements and the income
statement data for the nine-month periods ended September 30, 1993 and 1992 and
the balance sheet data as of September 30, 1993 have been derived from the
unaudited reclassified financial statements, in each case as presented in the
Company's Current Report on Form 8-K to be filed by the Company on or before
January 13, 1994, which is incorporated herein by reference; such data should be
read in conjunction with such financial statements, the notes thereto and the
related Management's Discussion and Analysis of Financial Condition and Results
of Operations set forth in such Current Report. The income statement data for
the years ended December 31, 1989 and 1988 have been similarly reclassified for
discontinued operations, and are unaudited. The balance sheet data as of
December 31, 1990, 1989 and 1988 have been derived from the previously published
audited financial statements and the balance sheet data as of September 30, 1992
have been derived from the previously published unaudited financial statements,
as there is no requirement to reclassify such balance sheet data for
discontinued operations. The pro forma data are derived from the unaudited pro
forma consolidated condensed financial information contained elsewhere herein,
and should be read in conjunction with such information. See "Unaudited Pro
Forma Consolidated Condensed Financial Information."
<TABLE>
<CAPTION>
FOR THE
NINE MONTH PERIOD
ENDED SEPTEMBER 30, DECEMBER 31,
----------------------- --------------------------------------------------------------
1993 1992 1992 1991 1990 1989 1988
---------- ---------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales................ $1,190,280 $1,077,530 $1,455,320 $1,266,210 $1,373,060 $1,528,940 $1,469,000
Operating profit......... $ 112,030 $ 88,450 $ 111,840 $ 43,590 $ 70,560 $ 130,260 $ 181,570
From continuing
operations before
extraordinary income:
Income (loss).......... $ 52,380 $ 31,850 $ 39,040 $ (10,350) $ (26,840) $ 52,730 $ 71,100
Income (loss)
attributable to
common stock......... $ 42,130 $ 24,870 $ 29,740 $ (19,950) $ (26,840) $ 52,730 $ 71,100
Earnings (loss) per
common share......... $0.70 $0.41 $0.49 $(0.33) $(0.36) $0.65 $0.79
Pro forma earnings per
common share......... $0.87 $0.79
Ratio of earnings to
fixed charges........ 2.1x 1.7x 1.5x 0.9x(a) 0.8x(a) 1.5x 2.1x
Pro forma ratio of
earnings to fixed
charges.............. 3.4x 2.3x
Total assets............. $1,952,530 $1,871,220 $1,877,310 $1,973,280 $2,080,470 $2,235,900 $2,121,360
Long-term debt........... $ 960,350 $1,094,320 $1,065,390 $1,224,990 $1,349,510 $1,435,860 $1,351,920
Shareholders' equity..... $ 595,480 $ 361,790 $ 353,400 $ 326,690 $ 356,010 $ 389,380 $ 369,020
</TABLE>
- -------------------------
(a) 1991 and 1990 historical earnings were inadequate to cover fixed charges by
approximately $16 million and $34 million, respectively.
The Company commenced paying dividends on its Common Stock in the third
quarter of 1993, and through September 30, 1993 had declared and paid a
quarterly dividend of $.02 per share ($1 million).
Results for the nine months ended September 30, 1993 were reduced by a
charge of approximately $2.4 million ($.04 per common share) reflecting the
increased 1993 federal corporate income tax rate; of this amount, approximately
$.03 per common share represents a one-time charge related to applying the
increased statutory income tax rate to deferred tax balances as of December 31,
1992.
S-8
<PAGE> 9
Results for the nine months ended September 30, 1993 and 1992 include
pre-tax gains aggregating approximately $9 million and $25 million, in the
second quarter of each respective period. These gains resulted from the sale of
stock through public offerings by equity affiliates and, in 1992, a prepayment
premium related to the redemption of debentures held by the Company. This income
was largely offset by costs and expenses related to cost reduction initiatives,
the restructuring of certain operations and product lines, adjustments to the
carrying values of certain long-term assets, and other costs and expenses.
Results for full year 1992 include pre-tax income of approximately $25
million ($14 million after-tax or $.23 per common share) from the 1992
transactions referred to in the preceding paragraph. This income was
substantially offset by charges for restructurings and other costs in 1992,
aggregating approximately $21 million pre-tax ($12 million after-tax or $.19 per
common share).
Results for 1991, 1990 and 1989 include the effect of pre-tax charges for
restructurings and other costs aggregating approximately $41 million, $40
million and $54 million, respectively. These charges reduced operating profit,
income from continuing operations before extraordinary income, and earnings per
common share by: in 1991 -- $27 million, $27 million and $.45, respectively; in
1990 -- $38 million, $26 million and $.35, respectively; and in 1989 -- $39
million, $36 million and $.45, respectively.
Loss from continuing operations in 1990 was $18.6 million or $.25 per
common share after inclusion of extraordinary income of $8.2 million or $.11 per
common share related to the early extinguishment of debt.
Earnings from continuing operations per common share in 1988 and in the
nine months ended September 30, 1993 (historical and pro forma) are presented on
a fully diluted basis. Primary earnings from continuing operations per common
share were $.81 in 1988 and $.74 and $.89 for the historical and pro forma
amounts in 1993, respectively. For nine months ended September 30, 1992 and
years 1989 through 1992, the assumed conversion of dilutive securities is
anti-dilutive.
Pro forma earnings per common share and the pro forma ratio of earnings to
fixed charges reflect the transactions described in the unaudited pro forma
consolidated condensed financial information and the issuance of the Debentures
offered hereby. See "Unaudited Pro Forma Consolidated Condensed Financial
Information" below. The pro forma ratio of earnings to fixed charges, adjusted
solely for the issuance of the Debentures offered hereby, does not differ by
more than 10 percent from the historical ratio of earnings to fixed charges for
the year ended December 31, 1992 and the nine months ended September 30, 1993.
The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes, extraordinary income
and fixed charges by fixed charges. This ratio includes the earnings and fixed
charges of the Company and its consolidated subsidiaries, excluding the equity
in undistributed earnings of less than 50 percent owned companies. Fixed charges
consist of interest, amortization of debt expense and the portion of rentals for
real and personal properties representative of the interest factor (deemed to be
one-third), and the Company's pro rata share of the fixed charges of 50 percent
owned companies.
S-9
<PAGE> 10
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma consolidated condensed balance sheet as
of September 30, 1993 and income statements for the year ended December 31, 1992
and the nine month period ended September 30, 1993 give effect to the following
transactions:
- the acquisition from Masco, on March 31, 1993, of 10 million shares of
Common Stock, $77.5 million of the Company's 12% Exchangeable Preferred
Stock (the "12% Preferred Stock") and Masco's holdings of Emco Limited
("Emco") common stock and convertible debentures. In exchange, the
Company issued to Masco $100 million of the 10% Preferred Stock,
seven-year warrants to purchase 10 million shares of the Company's Common
Stock and paid $87.5 million in cash (collectively, the "March 1993
transactions with Masco");
- the issuance by the Company, in July 1993, of 10.8 million shares of
Dividend Enhanced Convertible StockSM -- DECSSM (the "DECS")* at $20 per
share ($216 million aggregate liquidation amount, with net proceeds of
approximately $209 million);
- the conversion in the fourth quarter of 1993 of $187 million principal
amount of the Company's 2011 Debentures held by Masco and others into
approximately 10 million shares of Common Stock at $18 per share;
- the retirement of $250 million of the Company's 1997 Notes at a
redemption price of 101.25% payable February 1, 1994, assumed to be
effected with the proceeds of bank borrowings;
- the redemption for cash of the Company's $100 million of 10% Preferred
Stock owned by Masco on November 23, 1993;
- the planned disposition of the net assets of the Company's Energy-related
business segment for approximately $162 million (including cash tax
benefits); and
- the proposed issuance and sale of the Debentures offered hereby and the
use of the estimated net proceeds therefrom in lieu of a portion of the
bank borrowings referred to above. The Debentures have an assumed
interest rate of 4 1/2%; conversion price of $32.50 per share;
underwriting discounts and commissions of 2 1/4%; and issuance expenses
of $325,000.
The pro forma consolidated condensed financial statements reflect these
transactions as if they had been completed at the beginning of the period
presented for the consolidated condensed statements of income and as of
September 30, 1993 (if not included on an historical basis) for the consolidated
condensed balance sheet. Except as otherwise noted, pro forma tax adjustments
are reflected at the appropriate U.S. statutory rate.
The Company's Energy-related business segment has been presented as a
discontinued operation for financial reporting purposes. A net loss of
approximately $20 million after-tax will be recognized as a result of such
disposition. The loss from the disposition has not been reflected in the pro
forma income statements but will be recorded in the fourth quarter of 1993 by
the Company. The determination of this loss includes the deferral of a portion
of the gain (approximately $6 million after-tax) related to the sale of one
business for $60 million in cash (the purchase price received at closing) to
TriMas Corporation ("TriMas").
The early retirement of $250 million of the Company's 1997 Notes will
result in an extraordinary loss of approximately $4 million after-tax. This
extraordinary loss on early extinguishment of debt has not been reflected in the
pro forma income statements but will be recorded in the fourth quarter of 1993
by the Company.
The Company's 43 percent investment in Emco common stock has been accounted
for by the equity method of accounting. The pro forma adjustments herein also
include the effects of converting the historical Emco financial statements from
Canadian dollars to U.S. dollars. Emco's historical net loss was adjusted to
reflect the disposition of certain businesses in 1992 for $12 million and the
issuance by Emco, in a public offering completed in early 1993, of $43 million
of common stock. The proceeds from these transactions were
- ---------------
* "Dividend Enhanced Convertible Stock" and "DECS" are service marks of Salomon
Brothers Inc.
S-10
<PAGE> 11
applied to reduce Emco's outstanding indebtedness and related interest expense
at Emco's average borrowing rate.
Primary earnings per common share are based on the weighted average number
of shares of Common Stock and Common Stock equivalents outstanding (including
the dilutive effect of options and warrants, utilizing the treasury stock
method) and net income after deducting Preferred Stock dividends. Fully diluted
shares outstanding are based on the weighted average number of shares of Common
Stock, Common Stock equivalents outstanding and shares outstanding from the
assumed conversion of the 2011 Debentures and the Debentures offered hereby.
Earnings for computing fully diluted earnings per share of Common Stock are
based on net income after deducting Preferred Stock dividends and adding back
the after-tax expenses related to the conversion of the 2011 Debentures and the
Debentures offered hereby. While the DECS will mandatorily convert into 10.8
million shares of Common Stock in 1997 (if not previously redeemed by the
Company or converted at the option of the holder, in both cases for Common
Stock), the DECS are not included in primary or fully-diluted shares outstanding
because such inclusion would be anti-dilutive. Fully diluted earnings per share
include the effects of dilutive securities for the nine months ended September
30, 1993 and are not presented for the twelve months ended December 31, 1992, as
the results of the assumed conversion or exercise of dilutive securities are
anti-dilutive for that period.
The pro forma data do not purport to be indicative of the results which
would actually have been reported if the transactions had occurred on such dates
or which may be reported in the future. The pro forma data should be read in
conjunction with the Company's historical consolidated financial statements and
the notes thereto.
S-11
<PAGE> 12
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1992
(UNAUDITED)
(AMOUNTS ARE IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
REDEMPTION ASSUMED
OF 10% DISPOSITION OF
PREFERRED ENERGY-
COMPANY MARCH 1993 CONVERSION STOCK RELATED DEBENTURES
HISTORICAL TRANSACTIONS ISSUANCE OF OF 2011 AND 1997 BUSINESS OFFERED PRO FORMA
12/31/92 WITH MASCO DECS DEBENTURES NOTES SEGMENT HEREBY ADJUSTED
---------- -------------- ----------- ------------- ------------ -------------- ---------- ---------
(A) (B) (C) (D) (E) (F) (G)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales............ $ 1,455.3 $ 1,455.3
Cost of sales........ (1,159.1) (1,159.1)
Selling, general and
administrative
expenses........... (184.4) (184.4)
---------- ---------
Operating profit... 111.8 111.8
---------- ---------
Other income
(expense), net:
Interest expense,
Masco............ (7.8) $ 7.8 0.0
Other interest
expense.......... (78.2) $ (4.2) $10.0 3.4 $ 8.9 $7.7 $ 0.2 (52.2)
Re: TriMas
Interest and
other income..... 15.2 1.3 16.5
Gain from change
in
investment..... 16.7 16.7
Other income
(expense), net... 10.5 1.2 0.1 0.8 (0.5) 12.1
---------- ----- ----- ----- ------ --- ----- ---------
(43.6) (3.0) 10.0 11.3 9.7 9.0 (0.3) (6.9)
---------- ----- ----- ----- ------ --- ----- ---------
Income from
continuing
operations before
income taxes....... 68.2 (3.0) 10.0 11.3 9.7 9.0 (0.3) 104.9
Income taxes......... 29.2 (0.9) 4.0 4.3 3.7 3.4 (0.1) 43.6
---------- ----- ----- ----- ------ --- ----- ---------
Income from
continuing
operations......... $ 39.0 $ (2.1) $ 6.0 $ 7.0 $ 6.0 $5.6 $ (0.2) $ 61.3
---------- ------ ----- ----- ------ ---- ----- ---------
---------- ------ ----- ----- ------ ---- ----- ---------
Preferred stock
dividends.......... $ 9.3 $ 0.7 $13.0 $(10.0) 13.0
---------- ------ ----- ------ ---------
---------- ------ ----- ------ ---------
Income from
continuing
operations
attributable to
common stock....... $ 29.7 $ (2.8) $(7.0) $ 7.0 $ 16.0 $5.6 $ (0.2) $ 48.3
---------- ------ ----- ----- ------ --- ----- ---------
---------- ------ ----- ----- ------ --- ----- ---------
Earnings from
continuing
operations per
common share....... $0.49 $0.79
----- -----
----- -----
Primary shares
outstanding........ 60.9 (10.0) 10.4 61.3
---- ------ ---- ----
---- ------ ---- ----
</TABLE>
- -------------------------
(A) Reclassified to present the Company's Energy-related business segment as
discontinued operations.
(B) To reflect the following:
- interest expense on the utilization of $87.5 million of borrowings under
the Company's revolving credit facility, for satisfaction of the cash
payment to Masco;
- $3.6 million of interest income related to the Emco 7.25% and 8%
convertible debentures acquired by the Company and the Company's 43
percent equity ownership interest in the $5.4 million pro forma net loss
of Emco;
- the net tax benefit of the pro forma adjustments at appropriate U.S.
statutory and Canadian source withholding rates;
- the increase in preferred stock dividends due to the issuance of $100
million of 10% Preferred Stock and the retirement of $77.5 million of 12%
Preferred Stock; and
- the retirement of 10 million shares of the Company's Common Stock (no
adjustment is required for the issuance of the warrants, since the
assumed exercise of such warrants would have been anti-dilutive in 1992).
(C) To reflect the interest savings from the utilization of $209 million of net
proceeds from the issuance of the DECS to reduce debt under the Company's
revolving credit facility; and the dividend requirement on the DECS.
(D) To reflect the interest savings and issuance of shares resulting from the
conversion of $187 million of the 2011 Debentures at a conversion rate of
$18 per share; and prepaid debenture expense amortization savings related
to the 2011 Debentures.
(E) To reflect the following:
- interest expense on the assumed utilization of $353 million of borrowings
under the Company's revolving credit facility to retire $100 million of
10% Preferred Stock at liquidation value and $250 million of the 1997
Notes at a premium;
- elimination of interest on the 1997 Notes of $25.6 million and prepaid
debt expense amortization on the 1997 Notes of $.8 million; and
- elimination of the annual dividend on the 10% Preferred Stock.
(F) To reflect the interest savings from the use of assumed net proceeds of $162
million from the planned sale of the Energy-related business segment
(including the cash tax benefit on the loss) to retire borrowings under the
Company's revolving credit facility; and additional equity earnings from an
equity affiliate resulting from the sale of a business unit to such
affiliate.
(G) To reflect the interest expense on the Debentures offered hereby net of
interest expense savings from the reduction of bank debt from the estimated
net proceeds from the Debentures offered hereby; and related additional
prepaid debenture expense amortization.
S-12
<PAGE> 13
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993
(UNAUDITED)
(AMOUNTS ARE IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ASSUMED
REDEMPTION OF DISPOSITION OF
COMPANY MARCH 1993 CONVERSION 10% PREFERRED ENERGY-RELATED DEBENTURES
HISTORICAL TRANSACTIONS ISSUANCE OF 2011 STOCK AND BUSINESS OFFERED PRO FORMA
9/30/93 WITH MASCO OF DECS DEBENTURES 1997 NOTES SEGMENT HEREBY ADJUSTED
---------- ------------ -------- ---------- ------------- -------------- ---------- ---------
(A) (B) (C) (D) (E) (F) (G)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales........... $1,190.3 $1,190.3
Cost of sales....... (941.3) (941.3)
Selling, general and
administrative
expenses.......... (136.9) (136.9)
-------- --------
Operating
profit.......... 112.1 112.1
-------- --------
Other income
(expense), net:
Interest expense,
Masco........... (5.9) $5.9 0.0
Other interest
expense......... (56.0) $ (0.9) $ 4.7 2.6 $ 8.4 $5.0 $ (0.7) (36.9)
Re: TriMas
Interest and
other income.... 12.1 1.0 13.1
Gain from change
in investment of
an equity
affiliate....... 9.5 9.5
Other income
(expense),
net............. 20.4 (1.5) -- 0.1 0.6 -- (0.4) 19.2
-------- ------ ------ ---- ----- ---- ------ --------
(19.9) (2.4) 4.7 8.6 9.0 6.0 (1.1) 4.9
-------- ------ ------ ---- ----- ---- ------ --------
Income from
continuing
operations before
income taxes...... 92.2 (2.4) 4.7 8.6 9.0 6.0 (1.1) 117.0
Income taxes........ 39.8 (0.9) 1.8 3.3 3.5 2.3 (0.4) 49.4
-------- ------ ------ ---- ----- ---- ------ --------
Income from
continuing
operations........ $ 52.4 $ (1.5) $ 2.9 $5.3 $ 5.5 $3.7 $ (0.7) $ 67.6
-------- ------ ------ ---- ----- ---- ------ --------
-------- ------ ------ ---- ----- ---- ------ --------
Preferred stock
dividends......... $ 10.3 $ 0.2 $ 6.8 $(7.5) $ 9.8
-------- ------ ------ ----- --------
-------- ------ ------ ----- --------
Income from
continuing
operations
attributable to
common stock...... $ 42.1 $ (1.7) $ (3.9) $5.3 $13.0 $3.7 $ (0.7) $ 57.8
-------- ------ ------ ---- ----- ---- ------ --------
-------- ------ ------ ---- ----- ---- ------ --------
Per common share
data:
Primary earnings
from continuing
operations...... $0.74 $0.89
----- -----
----- -----
Fully diluted
earnings from
continuing
operations...... $0.70 $0.87
----- -----
----- -----
Primary shares
outstanding....... 56.9 (2.2) 10.4 65.1
---- ----- ---- ----
---- ----- ---- ----
Fully diluted shares
outstanding....... 67.9 (2.5) 6.2 71.6
---- ----- --- ----
---- ----- --- ----
</TABLE>
- -------------------------
(A) Reclassified to present the Company's Energy-related business segment as
discontinued operations.
(B) To reflect the following transactions for the period prior to the date they
occurred (March 31, 1993):
- interest expense on the utilization of $87.5 million of borrowings under
the Company's revolving credit facility, for satisfaction of the cash
payment to Masco;
- $0.9 million of interest income related to the Emco 7.25% and 8%
convertible debentures acquired by the Company and the Company's 43
percent equity ownership interest in the $5.6 million pro forma first
quarter net loss of Emco;
- the net tax benefit of the pro forma adjustments at appropriate U.S.
statutory and Canadian source withholding rates;
- the increase in preferred stock dividends due to the issuance of $100
million of 10% Preferred Stock and the retirement of $77.5 million of 12%
Preferred Stock; and
- the weighted average retirement of 10 million shares of the Company's
Common Stock and the dilutive impact from the assumed exercise of the
newly issued warrants utilizing the treasury stock method.
(C) To reflect the issuance of the DECS for the period prior to issuance (July
1993), resulting in interest savings on the utilization of $209 million of
proceeds from the issuance of the DECS to reduce debt under the Company's
revolving credit facility; and the dividend requirement on the DECS.
(D) To reflect the interest savings and issuance of shares resulting from the
conversion of $187 million of the 2011 Debentures at a conversion rate of
$18 per share; and prepaid debenture expense amortization savings related to
the 2011 Debentures.
(E) To reflect the following:
- interest expense on the assumed utilization of $353 million of borrowings
under the Company's revolving credit facility to retire $100 million of
10% Preferred Stock at liquidation value and $250 million of the 1997
Notes at a premium;
- elimination of interest on the 1997 Notes of $19.2 million and prepaid
debt expense amortization on the 1997 Notes of $0.6 million; and
- elimination of the dividend on the 10% Preferred Stock.
(F) To reflect the following:
- interest savings from the use of assumed net proceeds of $162 million from
the planned sale of the Energy-related business segment (including the
cash tax benefit on the loss) to retire borrowings under the Company's
revolving credit facility; and
- additional equity earnings from an equity affiliate resulting from the
sale of a business unit to such affiliate.
(G) To reflect the interest expense on the Debentures offered hereby net of
interest expense savings from the reduction of bank debt from the estimated
net proceeds from the Debentures offered hereby; and related additional
prepaid debenture expense amortization.
S-13
<PAGE> 14
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF SEPTEMBER 30, 1993
(UNAUDITED)
(AMOUNTS ARE IN MILLIONS)
<TABLE>
<CAPTION>
ASSUMED
DISPOSITION OF
REDEMPTION OF ENERGY-
COMPANY CONVERSION OF 10% PREFERRED RELATED DEBENTURES PRO FORMA
HISTORICAL 2011 STOCK AND BUSINESS OFFERED ADJUSTED
9/30/93 DEBENTURES 1997 NOTES SEGMENT HEREBY 9/30/93
---------- ------------- ------------- -------------- ---------- ---------
(A) (B) (C) (D) (E)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash investments.......... $ 21.2 $ 21.2
Marketable securities.............. 50.2 50.2
Receivables........................ 236.0 236.0
Inventories........................ 151.7 151.7
Prepaid expenses and deferred
income taxes..................... 58.7 58.7
Net current assets of discontinued
operations....................... 91.5 $ (91.5) 0.0
-------- -------- --------
Total current assets........... 609.3 (91.5) 517.8
Equity and other investments in
affiliates:
TriMas Corporation................. 118.8 118.8
Other affiliates................... 125.5 125.5
Property and equipment, net.......... 478.2 478.2
Excess of cost over net assets of
acquired companies................. 455.5 455.5
Notes receivable and other assets.... 81.3 $ (2.0) $ (2.7) $ 4.8 81.4
Net non-current assets of
discontinued operations............ 84.0 (84.0) 0.0
-------- ------- ------- -------- ------ --------
Total assets................... $1,952.6 $ (2.0) $ (2.7) $ (175.5) $ 4.8 $1,777.2
-------- ------- ------- -------- ------ --------
-------- ------- ------- -------- ------ --------
LIABILITIES
Current liabilities:
Accounts payable................... $ 79.8 $ 79.8
Accrued liabilities................ 108.5 $ (2.2) 106.3
Current portion of long-term
debt............................. 2.8 2.8
-------- ------- --------
Total current liabilities...... 191.1 (2.2) 188.9
Long-term debt:
6% Conv. Subordinated Debentures... 186.9 $(186.9) 0.0
10 1/4% Subordinated Notes due
1997............................. 250.0 (250.0) 0.0
10% Subordinated Debentures due
March 1995....................... 233.1 233.1
Debentures offered hereby.......... $200.0 200.0
Other, principally bank
borrowings....................... 290.3 353.1 $ (162.2) (195.2) 286.0
Deferred income taxes and other
long-term liabilities.............. 205.7 6.7 212.4
-------- ------- ------- -------- ------ --------
Total liabilities.............. 1,357.1 (186.9) 100.9 (155.5) 4.8 1,120.4
-------- ------- ------- -------- ------ --------
SHAREHOLDERS' EQUITY
Preferred stock...................... 11.8 (1.0) 10.8
Common stock......................... 50.1 10.4 60.5
Paid-in capital...................... 289.2 174.5 (99.0) 364.7
Retained earnings.................... 245.0 (3.6) (20.0) 221.4
Cumulative translation adjustments... (0.6) (0.6)
-------- ------- ------- -------- --------
Total shareholders' equity..... 595.5 184.9 (103.6) (20.0) 656.8
-------- ------- ------- -------- ------ --------
Total liabilities and
shareholders' equity......... $1,952.6 $ (2.0) $ (2.7) $ (175.5) $ 4.8 $1,777.2
-------- ------- ------- -------- ------ --------
-------- ------- ------- -------- ------ --------
</TABLE>
- -------------------------
(A) Reclassified to present the Company's Energy-related business segment as
discontinued operations.
(B) To reflect the conversion of $187 million of the 2011 Debentures into Common
Stock (par value of $1) at $18 per share; and the elimination of prepaid
debenture expense associated with the 2011 Debentures.
(C) To reflect the following:
- the retirement of one million shares of 10% Preferred Stock with a
liquidation value of $100 per share and $250 million of 1997 Notes at a
redemption price of 101.25% with the assumed utilization of borrowings
under the Company's revolving credit facility;
- the elimination of prepaid debenture expense related to the 1997 Notes;
and
- the non-recurring, after-tax effect of the redemption of the 1997 Notes on
retained earnings.
(D) To reflect the sale of the Energy-related business segment as of September
30, 1993 with assumed net proceeds of $162 million from the sale (including
the cash tax benefit on the loss) and an after-tax loss on disposition of
approximately $20 million; and the deferred gain of approximately $6 million
after-tax related to the sale of a business unit to the Company's affiliate,
TriMas.
(E) To reflect the issuance of the Debentures offered hereby and reduction of
bank debt from the proceeds thereof (net of an estimated $4.8 million of
underwriters' discounts and commissions and other offering expenses
capitalized as prepaid debenture expense).
S-14
<PAGE> 15
DESCRIPTION OF DEBENTURES
The following information concerning the Debentures supplements and to the
extent inconsistent therewith replaces the description of the general terms and
provisions of the "Junior Subordinated Securities" set forth in the accompanying
Prospectus and should be read in conjunction with the statements under
"Description of Subordinated Securities" in the accompanying Prospectus. As used
in this section, the term "Company" means MascoTech, Inc. without reference to
its consolidated subsidiaries. Insofar as any of the terms listed in the
accompanying Prospectus in the first and last paragraphs under the caption
"Description of Subordinated Securities -- General" apply to the Debentures
offered hereby, a description of such terms is set forth in this Prospectus
Supplement.
GENERAL
The Debentures offered hereby will be limited to $200 million aggregate
principal amount (not including Debentures issuable upon exercise of the
Underwriters' over-allotment option) and are to be issued under an Indenture
(the "Junior Subordinated Securities Indenture") dated as of November 1, 1986
between the Company and Morgan Guaranty Trust Company of New York, as Trustee
(the "Trustee"). The Junior Subordinated Securities Indenture is more fully
described in the accompanying Prospectus. References in italics are to the
Junior Subordinated Securities Indenture.
The Debentures will bear interest from January , 1994, payable
semi-annually on each June 15 and December 15, beginning on June 15, 1994 to the
persons in whose names the Debentures are registered at the close of business on
the June 1 or December 1, as the case may be, next preceding such June 15 or
December 15.
The Debentures will be Subordinated Securities (as defined in the
accompanying Prospectus) and will be subordinated in right of payment to the
prior payment in full of the Senior Indebtedness. At September 30, 1993, Senior
Indebtedness aggregated approximately $780 million, which includes $250 million
of the 1997 Notes being redeemed on February 1, 1994 and $233 million of the
Senior Subordinated Notes due March 1995.
The Debentures may be transferred or converted by delivery at the office or
agency of the Company maintained for such purposes in the Borough of Manhattan,
The City of New York.
The Company may terminate certain of its obligations under the Junior
Subordinated Securities Indenture with respect to the Debentures by depositing
in trust with the Trustee money or obligations of or guaranteed by the United
States sufficient to pay principal, premium and interest on the Debentures to
maturity (or earlier redemption). (Section 13.01)
The Company intends to make application to list the Debentures on the New
York Stock Exchange, although a substantial portion of the trading in the
Debentures is expected to take place in the over-the-counter market. The Company
has been advised by the Underwriters that they presently intend to make a market
in the Debentures. No assurance can be given, however, as to the liquidity of,
or trading markets for, the Debentures.
SUBORDINATION OF DEBENTURES
The payment of principal, premium, and interest on the Debentures is
subordinated in right of payment, to the extent set forth in the Junior
Subordinated Securities Indenture, to the prior payment in full of the principal
of, premium, if any, sinking funds and interest on all "Senior Indebtedness" (as
defined in the Junior Subordinated Securities Indenture). See "Description of
Subordinated Securities -- Subordination of Subordinated Securities" in the
accompanying Prospectus. The term "Senior Indebtedness" includes any Senior
Subordinated Securities (as defined in the accompanying Prospectus).
So long as the Debentures are outstanding, the Company will not create or
incur "indebtedness of the Company for money borrowed" or "indebtedness of the
Company incurred in connection with the acquisition of property" (as such terms
are defined in the Indenture) that is subordinate and junior in right of payment
to the prior payment of Senior Indebtedness except such indebtedness that ranks
pari passu with, or is subordinate and junior in right of payment to, the
Debentures. As a result of this restriction, after the
S-15
<PAGE> 16
redemption of the 1997 Notes and the maturity of the 10% Senior Subordinated
Notes due March 1995, the Company will have no outstanding Senior Indebtedness
that is senior to the Debentures but subordinate to other Senior Indebtedness.
CONVERSION RIGHTS
The Debentures will be convertible into Common Stock at any time on or
after March , 1994 and prior to maturity on December 15, 2003 (unless a
Debenture shall have been called for redemption, in which case such right
terminates at the close of business on the business day preceding the date fixed
for redemption) initially at the conversion price set forth on the cover page of
this Prospectus Supplement. The conversion price is subject to adjustment in
certain events which are described in the accompanying Prospectus under the
caption "Description of Subordinated Securities -- Conversion Rights."
OPTIONAL REDEMPTION
The Debentures will be subject to redemption at any time on or after
December 22, 1996, in whole or in part, at the option of the Company, at the
following redemption prices (expressed as percentages of the principal amount),
if redeemed during the twelve-month period beginning December 15 in each of the
following years, in each case together with interest accrued to the date fixed
for redemption (subject to the right, if any, of the registered holder on the
record date for an interest payment to receive such interest):
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
1996................................................ %
1997................................................ %
1998................................................ %
1999................................................ %
2000................................................ %
2001................................................ %
2002................................................ %
</TABLE>
If the Company elects to redeem any of the Debentures, it will fix a date
for redemption and will mail a notice, by first class mail, of such redemption
at least 30 and not more than 60 days prior to the date fixed for redemption to
the holders of Debentures so to be redeemed as a whole or in part at their last
addresses as the same appear on the securities register maintained by the
Trustee as securities registrar. Each such notice of redemption will specify the
date fixed for redemption, the redemption price at which such Debentures are to
be redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Debentures, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Debentures are to be redeemed, the notice
of redemption will specify the numbers of the Debentures to be redeemed. In case
any Debenture is to be redeemed in part only, the notice of redemption will
state the portion of the principal amount thereof to be redeemed and will state
that on and after the date fixed for redemption, upon surrender of such
Debenture, a new Debenture or Debentures in principal amount equal to the
unredeemed portion thereof will be issued. If less than all the Debentures are
to be redeemed, the Trustee will select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Debentures or portions
thereof (in integral multiples of $1,000) to be redeemed. (Section 16.02)
S-16
<PAGE> 17
UNDERWRITING
Under the terms and subject to the conditions of the Underwriting Agreement
dated January , 1994, each Underwriter named below has severally agreed to
purchase from the Company, and the Company has agreed to sell to such
Underwriter, the principal amount of Debentures set forth opposite the name of
such Underwriter below.
<TABLE>
<CAPTION>
UNDERWRITERS PRINCIPAL AMOUNT
------------ ----------------
<S> <C>
Smith Barney Shearson Inc...................................... $
PaineWebber Incorporated.......................................
Prudential Securities Incorporated.............................
Salomon Brothers Inc...........................................
------------
Total................................................... $200,000,000
------------
------------
</TABLE>
The Underwriters are obligated to take and pay for the total principal
amount of Debentures offered hereby (other than those covered by the
over-allotment option described below) if any such Debentures are purchased. In
the event of default by any Underwriter, the Underwriting Agreement provides
that, in certain circumstances, purchase commitments of the non-defaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.
The Underwriters have advised the Company that they propose initially to
offer the Debentures to the public at the Price to Public set forth on the cover
page of this Prospectus Supplement, and to certain dealers at a price that
represents a concession not in excess of percent of the public offering price
of the Debentures. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of percent of the public offering price of the
Debentures to certain other dealers. After the Debentures are released for sale
to the public, the public offering price and such concessions may be changed by
the Underwriters.
The Company has granted an option to the several Underwriters, exercisable
for 30 days from the date of this Prospectus Supplement, to purchase up to an
additional $30 million aggregate principal amount of the Debentures at the
public offering price set forth on the cover page hereof less underwriting
discounts and commissions. The Underwriters may exercise such option only to
cover over-allotments, if any, incurred in connection with the sale of the
Debentures offered hereby. To the extent such option is exercised, each
Underwriter will be obligated, subject to certain conditions, to purchase
approximately the same percentage of such aggregate principal amount of such
additional Debentures as the number set forth next to such Underwriter's name in
the preceding table bears to the total principal amount of Debentures set forth
in such table.
The Underwriters have in the past provided, and may in the future provide,
investment banking services to the Company and certain of its affiliates.
The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act of 1933, and to make certain contributions in respect
thereof.
The Company has agreed not to register for sale, offer, sell, contract to
sell or otherwise dispose of, without the prior written consent of Smith Barney
Shearson Inc. as representative of the Underwriters (which consent shall not be
unreasonably withheld), any shares of Common Stock, any securities convertible
into or exercisable or exchangeable for Common Stock, or any rights to acquire
Common Stock for a period of 90 days after the date of this Prospectus
Supplement; provided, however, that such restriction shall not affect the
ability of the Company or its subsidiaries to take any such actions (i) as a
consequence of obligations with respect to securities outstanding prior to the
date of this Prospectus Supplement, (ii) in connection with any employee benefit
or incentive plans of the Company, or (iii) in connection with the offering of
the Debentures made hereby or the conversion thereof.
S-17
<PAGE> 18
EXPERTS
The consolidated financial statements of MascoTech, Inc. as of December 31,
1992 and 1991 and for the three years ended December 31, 1992 appearing in the
Company's Current Report on Form 8-K to be filed on or before January 13, 1994,
have been audited by Coopers & Lybrand, independent accountants, as set forth in
their report appearing therein. The consolidated financial statements referred
to in this paragraph are incorporated herein by reference in reliance upon such
report and upon the authority of such firm as experts in accounting and
auditing.
S-18
<PAGE> 19
PROSPECTUS
MASCOTECH, INC.
------------------------
SUBORDINATED DEBT SECURITIES
(CONVERTIBLE OR NON-CONVERTIBLE)
PREFERRED STOCK
(CONVERTIBLE OR NON-CONVERTIBLE)
($1 PAR VALUE)
DEPOSITARY SHARES REPRESENTING PREFERRED STOCK
COMMON STOCK
($1 PAR VALUE)
------------------------
MascoTech, Inc. (the "Company") may from time to time offer, as separate
series, subordinated debt securities consisting of subordinated debentures,
subordinated notes or other unsecured subordinated evidences of indebtedness
("Subordinated Securities"), which Subordinated Securities may be either Senior
Subordinated Securities or Junior Subordinated Securities (as such terms are
hereinafter respectively defined) and may, if their terms so provide, be
convertible into shares of Common Stock, par value $1 per share, of the Company
(the "Common Stock").
The terms of the Subordinated Securities, including, where applicable, the
specific designation, aggregate principal amount, denominations, maturity, rate
(which may be fixed or variable) and time of payment of interest, terms for
redemption at the option of the Company or the holder, terms for sinking or
purchase fund payments, terms for conversion, the public offering price, the
names of any underwriters or agents, the principal amounts to be purchased by
underwriters and the compensation of such underwriters or agents and the other
terms in connection with the offering and sale of the Subordinated Securities in
respect of which this Prospectus is being delivered, are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement").
The Company may also from time to time offer shares of its Preferred Stock,
par value $1 per share (the "Preferred Stock"), in one or more series. The
Prospectus Supplement sets forth, as applicable, the specific designation,
voting powers, preferences and relative rights and qualifications, limitations
or restrictions thereof, including dividend rate (or manner of calculation
thereof), time of payment of dividends, liquidation value, terms for conversion,
listing on a securities exchange, terms for mandatory or optional redemption,
aggregate number of shares to be sold, purchase price, public offering price,
names of any underwriters or agents, compensation of such underwriters or agents
and other terms in connection with the offering and sale of the Preferred Stock
in respect of which this Prospectus is being delivered. If so specified in the
Prospectus Supplement, the Preferred Stock may be represented by Depositary
Shares entitling the holder to all proportional rights and preferences of the
Preferred Stock.
The Company may also from time to time offer shares of Common Stock. The
terms of the offering and sale of the Common Stock in respect of which this
Prospectus is being delivered, including, where applicable, specific aggregate
number of shares to be sold, purchase price, public offering price, names of any
underwriters or agents, compensation of such underwriters or agents and any
other applicable terms, are set forth in the Prospectus Supplement.
The Company may sell Subordinated Securities, shares of Preferred Stock,
Depositary Shares representing Preferred Stock or shares of Common Stock to or
through underwriters or dealers, directly to other purchasers or through agents.
See "Plan of Distribution".
------------------------
THE COMPANY'S COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
JUNE 30, 1993
<PAGE> 20
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C., and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, New York, New York 10048; and Chicago Regional
Office, Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Company's Common Stock, $1 par value, is listed
on the New York Stock Exchange. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1992;
(b) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1993,
(c) Proxy Statement dated April 21, 1993, in connection with its Annual
Meeting of Stockholders held on May 18, 1993;
(d) Form 8 dated March 8, 1993 amending its Registration Statement on
Form 10 dated May 2, 1984;
(e) Registration Statement on Form 8-A dated June 29, 1993; and
(f) Current Reports on Form 8-K dated February 1, 1993 and June 22,
1993.
All reports and documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior
to the termination of the offering of the Subordinated Securities, Preferred
Stock, Depositary Shares representing Preferred Stock or Common Stock shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statements contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which is also incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than any
exhibits to such documents. Requests for such copies should be directed to
Kenneth J. Zak, Manager of Investor Relations, MascoTech, Inc., 21001 Van Born
Road, Taylor, Michigan 48180 (telephone (313) 274-7405).
2
<PAGE> 21
THE COMPANY
MascoTech, Inc. and its consolidated subsidiaries manufacture products
principally for the original equipment and aftermarket transportation markets.
Transportation-related products are manufactured utilizing a variety of
metalworking and other process technologies. Although published industry
statistics are generally not available, the Company believes that it is a
leading independent producer of many of the industrial component parts that it
produces using cold, warm or hot forming processes. In addition to its
manufacturing activities, the Company provides design and engineering services
primarily for the automotive, heavy truck and aerospace industries. The Company
also manufactures architectural, energy-related and other specialty products.
The Company's executive offices are located at 21001 Van Born Road, Taylor,
Michigan 48180, and the telephone number is (313) 274-7405. Except as the
context otherwise indicates, the terms "MascoTech" or the "Company" refer to
MascoTech, Inc. and its consolidated subsidiaries.
USE OF PROCEEDS
The Company expects to apply substantially all of the net proceeds from
sales of Subordinated Securities, Preferred Stock, Depositary Shares
representing Preferred Stock or Common Stock by the Company to its general funds
to be used for general corporate purposes, including working capital, repayment
of debt and expenditures for development of activities in which it is now
engaged or investment in and development of activities in which it is not
currently engaged. In this regard, the Company maintains an active acquisition
effort and is frequently engaged in discussions with respect to acquisition
opportunities. Proceeds from sales of Subordinated Securities, Preferred Stock,
Depositary Shares representing Preferred Stock or Common Stock by the Company
could be applied directly or indirectly to such acquisitions. Funds not required
immediately for any of the foregoing purposes may be invested in marketable
securities. The Company intends to use the proceeds from the offering described
in the Prospectus Supplement as set forth in the Prospectus Supplement under the
caption "Use of Proceeds".
DESCRIPTION OF SUBORDINATED SECURITIES
The Senior Subordinated Securities will be issued under an Indenture (the
"Senior Subordinated Securities Indenture") dated as of February 1, 1987 between
the Company and Chemical Bank (successor by merger to Manufacturers Hanover
Trust Company), as Trustee, and the Junior Subordinated Securities will be
issued under an Indenture (the "Junior Subordinated Securities Indenture") dated
as of November 1, 1986 between the Company and Morgan Guaranty Trust Company of
New York, as Trustee. The Senior Subordinated Securities Indenture and the
Junior Subordinated Securities Indenture are hereinafter referred to as the
"Indentures" and the respective Trustees thereunder are hereinafter referred to
as the "Trustees". The Indentures differ with respect to the relative seniority
of the Subordinated Securities issued thereunder (see "Subordination of
Subordinated Securities" below). The Prospectus Supplement identifies the
Indenture under which the Subordinated Securities offered hereby will be issued.
The following statements are subject to the detailed provisions of the
Indentures, copies of which are filed as exhibits to the registration statement
covering the Subordinated Securities. Whenever references are made to particular
provisions of the Indentures, such provisions are incorporated by reference as
part of the statements made and such statements are qualified in their entirety
by such references. Certain defined terms are capitalized. References in italics
are to each Indenture. As used in each Indenture, the term "Company" means
MascoTech, Inc. without reference to its consolidated subsidiaries.
GENERAL
Neither Indenture limits the amount of Subordinated Securities which may be
issued thereunder. The Prospectus Supplement sets forth the following terms,
where applicable, of the Subordinated Securities in respect of which this
Prospectus is delivered: (1) the designation of such Subordinated Securities;
(2) the aggregate principal amount of such Subordinated Securities; (3) the date
or dates on which the principal of and premium, if any, on such Subordinated
Securities are payable; (4) the rate or rates at which such Subordinated
Securities shall bear interest or the method by which such interest may be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be
3
<PAGE> 22
payable and the record dates for the determination of holders to whom interest
is payable; (5) the place or places where the principal of, and premium, if any,
and interest on such Subordinated Securities shall be payable; (6) the price or
prices at which, the period or periods within which and the terms and conditions
upon which such Subordinated Securities may be redeemed, in whole or in part, at
the option of the Company, or at the option of a holder of such Subordinated
Securities or mandatorily pursuant to any sinking, purchase or other analogous
fund; (7) the right, if any, of the Company to discharge or limit the Indenture
with respect to such Subordinated Securities prior to maturity; (8) the
applicable initial conversion price if such Subordinated Securities are
convertible into Common Stock of the Company and the dates on which, subsequent
to which or until which such Subordinated Securities are convertible; and (9)
such other terms of such Subordinated Securities as are not inconsistent with
the provisions of the applicable Indenture. (Section 2.03)
The Subordinated Securities offered hereby will be issued only in fully
registered form without coupons and, unless otherwise specified in the
Prospectus Supplement, in denominations of $1,000 and any multiple thereof. No
service charge will be made for any transfer or exchange of the Subordinated
Securities, but the Company or the Trustees may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Sections 2.05 and 2.07) Principal, premium, if any, and interest
will be payable and the Subordinated Securities offered hereby will be
transferable, and the Subordinated Securities which are convertible will be
convertible, at the corporate trust office of the applicable Trustee in New
York, New York, provided that payment of interest may be made at the option of
the Company by check mailed to the address of the person entitled thereto as it
appears on the registry books of the Company. (Sections 5.01 and 5.02)
Except as may be set forth in the Prospectus Supplement, the Indentures do
not contain any covenants or provisions which afford holders of Subordinated
Securities protection in the event of a highly leveraged transaction.
SUBORDINATION OF SUBORDINATED SECURITIES
The payment of the principal of, and premium, if any, and interest on the
Subordinated Securities is subordinated in right of payment, to the extent set
forth in the Indenture under which such Subordinated Securities are issued, to
the prior payment in full of the principal of, and premium, if any, and interest
on all "senior indebtedness", as that term is defined in such Indenture. Until
such prior payment in full, no payment on account of principal, premium, if any,
sinking funds, if any, or interest may be made on a series of Subordinated
Securities if there shall exist a default in the payment of the principal,
premium, if any, sinking funds, if any, or interest with respect to such senior
indebtedness, if such series of Subordinated Securities is declared due and
payable before its expressed maturity because of the occurrence of an Event of
Default (see "Events of Default, Waiver and Notice" below), in the event of
insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up
of the Company, or if there shall exist a default under such senior indebtedness
permitting the holders thereof to accelerate the maturity thereof. (Sections
4.01, 4.02 and 4.03)
Under the Junior Subordinated Securities Indenture, the term "senior
indebtedness" shall mean (a) all indebtedness of the Company for money borrowed
or incurred in connection with the acquisition of property, whether outstanding
on the date of execution of such Indenture or thereafter created, assumed or
incurred, except such indebtedness as is by its terms expressly stated to be not
superior in right of payment to the Junior Subordinated Securities or to rank
pari passu with the Junior Subordinated Securities and (b) 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.
(Section 1.01)
Under the Senior Subordinated Securities Indenture, the term "senior
indebtedness" means (a) all indebtedness of the Company for money borrowed or
incurred in connection with the acquisition of property, whether outstanding on
the date of execution of such Indenture or thereafter created, assumed or
incurred, and (b) 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, except that senior indebtedness under
such Indenture shall not include (i) such indebtedness as is by its terms
expressly stated to be not superior in right of payment to the Senior
Subordinated Securities or to rank pari passu with the Senior
4
<PAGE> 23
Subordinated Securities or (ii) any securities issued under the Junior
Subordinated Securities Indenture. (Section 1.01)
Neither Indenture limits the incurrence of senior indebtedness thereunder.
By reason of such subordination, in the event of insolvency, creditors of the
Company (including holders of Subordinated Securities) who are not holders of
senior indebtedness may recover less, ratably, than holders of senior
indebtedness.
CONVERSION RIGHTS
Subordinated Securities designated as convertible ("Convertible
Subordinated Securities") by the related Prospectus Supplement will be
convertible into Common Stock of the Company at the time specified in the
Prospectus Supplement (unless a Convertible Subordinated Security shall have
been called for redemption in which case to and including but not after the
business day preceding the date fixed for redemption) initially at the
conversion price set forth on the cover page of the Prospectus Supplement,
adjusted as set forth below. If any Convertible Subordinated Security not called
for redemption is converted between a record date for the payment of interest
and the next succeeding interest payment date, such Convertible Subordinated
Security when delivered for conversion must be accompanied by funds equal to the
interest payable to the registered holder on such interest payment date on the
principal amount so converted. No other adjustments will be made upon conversion
for accrued interest or dividends. (Sections 3.01 and 3.02)
The conversion price is subject to adjustment in certain events, including
(a) the issuance of shares of capital stock of the Company as a dividend or a
distribution with respect to its Common Stock, (b) subdivisions, combinations
and reclassifications of Common Stock, (c) the issuance to all holders of Common
Stock of rights or warrants entitling them (for a period not exceeding 45 days)
to subscribe for shares of Common Stock at less than the current market price
(as defined in the Indentures), and (d) the distribution to all holders of
Common Stock of evidences of indebtedness of the Company, assets (other than
cash dividends) or subscription rights or warrants (other than those referred to
above). No adjustment in the conversion price will be required unless such
adjustment would require a change of at least 1% in the price then in effect;
provided, however, that any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any subsequent
adjustment. Except in these cases, the conversion price will not be adjusted for
the issuance of Common Stock. (Section 3.05)
In the event of any consolidation or merger to which the Company is a
party, other than a consolidation or a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of Common Stock, or in the event of any sale or
conveyance to another corporation of the assets of the Company as an entirety or
substantially as an entirety, then the holders of Convertible Subordinated
Securities then outstanding shall have the right to convert the Convertible
Subordinated Securities into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
issuable upon conversion of such Convertible Subordinated Securities immediately
prior to such consolidation, merger, sale or conveyance. (Section 3.06)
Conversion of Convertible Subordinated Securities may be effected by
delivering them to the office or agency of the Company maintained for such
purpose in New York City and in such other places as the Company may determine
from time to time. (Sections 3.02 and 5.02) Fractional shares of Common Stock of
the Company will not be delivered upon conversion, but a cash adjustment in
respect of any such fractional share will be paid. (Section 3.03)
The Company has agreed to reserve out of its authorized but unissued Common
Stock the full number of shares of Common Stock from time to time deliverable
upon the conversion of Convertible Subordinated Securities. (Section 3.09)
In the event of a taxable distribution to holders of Common Stock which
results in an adjustment of the conversion price, the holders of the Convertible
Subordinated Securities may, in certain circumstances, be deemed to have
received a distribution subject to Federal income tax as a dividend. In
addition, the failure to
5
<PAGE> 24
adjust fully the conversion price of the Convertible Subordinated Securities to
reflect distributions to holders of Common Stock may result in a taxable
dividend to the holders of Common Stock.
DEFEASANCE
If permitted by the terms of any series of Subordinated Securities, the
Company may terminate certain of its obligations under the Indenture with
respect to such series, including its obligations to comply with the restrictive
covenants described herein, on the terms and subject to the conditions contained
in such Indenture, by depositing in trust with the Trustee money or obligations
of, or guaranteed by, the United States sufficient to pay the principal of,
premium, if any, and interest, if any, on the Subordinated Securities of such
series to maturity (or earlier redemption). (Section 13.01) The Prospectus
Supplement sets forth the defeasance rights, if any, of the Company provided by
the terms of the Subordinated Securities in respect of which this Prospectus is
delivered.
EVENTS OF DEFAULT, WAIVER AND NOTICE
As to each series of Subordinated Securities, an Event of Default is
defined in each Indenture as being: default for 30 days in payment of interest
on the Subordinated Securities of that series; default in payment of principal
or premium, if any, on the Subordinated Securities of that series when due
either at maturity, upon redemption, by declaration or otherwise; default by the
Company in the performance of any other of the covenants included in such
Indenture (other than a covenant included in such Indenture solely for the
benefit of a series of Subordinated Securities other than that series) which
shall not have been remedied for a period of 90 days after notice; and certain
events of bankruptcy, insolvency and reorganization of the Company. (Section
7.01) Each Indenture provides that the Trustee thereunder may withhold notice to
the holders of the Subordinated Securities of any default (except in payment of
principal of or premium, if any, or interest on the Subordinated Securities) if
such Trustee considers it in the interest of the holders of the Subordinated
Securities to do so. (Section 7.08)
Each Indenture provides that (i) if an Event of Default due to the default
in the payment of principal, interest or premium on any series of Subordinated
Securities or due to the default in the performance, or breach, of any covenant
set forth exclusively in the terms of such series of Securities established as
contemplated in each Indenture shall have occurred and be continuing, either the
Trustee or the holders of 25 percent in principal amount of the Subordinated
Securities of such series then outstanding under such Indenture may declare the
principal of all Subordinated Securities of such series and interest accrued
thereon to be due and payable immediately and (ii) if an Event of Default
resulting from default in the performance of any other of the covenants or
agreements in such Indenture and certain events of bankruptcy, insolvency and
reorganization of the Company shall have occurred and be continuing, either the
Trustee or the holders of 25 percent in principal amount of all Subordinated
Securities then outstanding under such Indenture (treated as one class) may
declare the principal of all Subordinated Securities issued under such Indenture
and interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal of or interest or premium
on the Subordinated Securities) by the holders of a majority in principal amount
of the Subordinated Securities of such series (or of all series, as the case may
be) then outstanding under such Indenture. (Section 7.01)
Under each Indenture, the holders of a majority in principal amount of the
Subordinated Securities of any or all series at the time outstanding shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee thereunder. Notwithstanding the foregoing,
such Trustee shall have the right to decline to follow any such direction if the
Trustee is advised by counsel that the action so directed may not lawfully be
taken or if the Trustee determines that such action would be unjustly
prejudicial to the holders not taking part in such direction or would involve
the Trustee in personal liability. (Section 7.07) Each Indenture requires the
annual filing by the Company with the Trustee thereunder of a certificate as to
the absence of certain defaults under such Indenture. (Section 5.05)
6
<PAGE> 25
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
holders of Securities for certain purposes, provided that no such modification
shall adversely affect the interest of the holders of the Securities in any
material respect. (Section 8.01) Each Indenture also contains provisions
permitting the Company and the Trustee thereunder, with the consent of the
holders of not less than 66 2/3 percent in principal amount of the Subordinated
Securities at the time outstanding affected thereby (voting as a class), to
modify such Indenture or any supplemental indenture or the rights of the holders
of the Subordinated Securities thereunder; provided that no such modification
shall (i) extend the final maturity of any Subordinated Security, or reduce the
rate or extend the time of payment of interest thereon, or reduce the principal
amount thereof or any premium thereon, or reduce any amount payable on
redemption thereof, or make the principal of, or interest or premium on, the
Subordinated Securities payable in any coin or currency other than that provided
in the Subordinated Securities, or impair the right to convert Convertible
Subordinated Securities into Common Stock in accordance with such Indenture, or
impair or affect the right of any holder of a Subordinated Security to institute
suit for the payment thereof or the right of repayment, if any, at the option of
the holder, or modify any of the provisions relating to subordination of the
Subordinated Securities in a manner adverse to the holders thereof without the
consent of the holder of each Subordinated Security so affected, or (ii) reduce
the aforesaid percentage of Subordinated Securities the consent of the holders
of which is required for any such modification without the consent of the
holders of each Subordinated Security affected. (Section 11.02)
SUCCESSOR CORPORATION
Under the terms of each Indenture, the Company may consolidate or merge or
sell all or substantially all of its assets if (a) the Company is the continuing
corporation or if the Company is not the continuing corporation, such continuing
corporation is organized and existing under the laws of the United States of
America or any state or territory thereof or the District of Columbia and
assumes by supplemental indenture the due and punctual payment of the principal
of, and the premium, if any, and interest on the Subordinated Securities and the
due and punctual performance and observance of all of the covenants and
conditions of such Indenture to be performed by the Company and (b) the Company
or such continuing corporation is not in default in the performance of any such
covenant or condition immediately after such merger, consolidation or sale of
assets. (Article Twelve)
CONCERNING THE TRUSTEE
The Trustees are depositories for funds of, make loans to and perform other
services for the Company from time to time in the normal course of business.
DESCRIPTION OF PREFERRED STOCK
GENERAL
The Company is authorized to issue 25 million shares of Preferred Stock,
1,000,000 shares of which are outstanding. The Board of Directors is authorized
to issue Preferred Stock in one or more series and to determine the voting
powers (if any), designation, preferences and relative rights and
qualifications, limitations or restrictions thereof, for each series of
Preferred Stock that may be issued and to fix the number of shares of each
series without further action by the stockholders, unless action is required by
applicable laws or regulations or by the terms of outstanding Preferred Stock.
The Prospectus Supplement sets forth the particular designation, preferences and
rights of any series of Preferred Stock in respect of which this Prospectus is
delivered. As of the date of this Prospectus, the Company has outstanding
1,000,000 shares of 10% Exchangeable Preferred Stock, $1 par value (the "10%
Preferred Stock"). The 10% Preferred Stock has a liquidation value of $100 per
share. See "Existing Preferred Stock".
The rights of holders of the Preferred Stock offered hereby will be subject
to, and may be adversely affected by, the rights of holders of any Preferred
Stock that may be issued in the future. Shares of Preferred
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<PAGE> 26
Stock issued by the Company may have the effect, under certain circumstances,
alone or in combination with certain other provisions of the Company's Restated
Certificate of Incorporation, of rendering more difficult or discouraging an
acquisition of the Company deemed undesirable by the Board of Directors.
EXISTING PREFERRED STOCK
The 10% Preferred Stock ranks prior to the Common Stock as to payment of
dividends and amounts payable on liquidation. The shares of 10% Preferred Stock
are fully paid and nonassessable, are not convertible into Common Stock of the
Company and have no preemptive rights. The following summary does not purport to
be complete and is qualified by the Company's Restated Certificate of
Incorporation and by a Certificate of the Powers, Designations, Preferences and
Rights of the 10% Preferred Stock.
Dividends. Holders of the shares of 10% Preferred Stock are entitled to
receive, when and as declared by the Board of Directors out of funds legally
available therefor, cumulative cash dividends of $10.00 per share per annum,
payable on January 1, April 1, July 1 and October 1 (each a "Dividend Payment
Date") of each year. Holders of shares of this series are entitled to receive
such dividends in preference to and in priority over dividends upon the
Company's Common Stock and any Preferred Stock that may be issued in the future
that is expressly junior to the 10% Preferred Stock as to dividends or as to the
distribution of assets on any liquidation, dissolution or winding-up of the
Company or as to both dividends and distributions (the "Junior Shares"), but
subject to the rights of holders of any Preferred Stock that may be issued in
the future having a preference and a priority over the payment of dividends on
the shares of the 10% Preferred Stock. If at any time the Company has failed to
pay accrued dividends on any shares of the 10% Preferred Stock or any other
Preferred Stock ranking on a parity both as to dividends and as to the
distribution of assets on any liquidation, dissolution or winding-up of the
Company with the 10% Preferred Stock (the "Parity Shares") at the time such
dividends are payable, the Company may not (i) declare or pay any dividend on
the Common Stock or any Junior Shares or redeem or otherwise repurchase or
retire any shares of Common Stock or make any distribution in respect thereof
(other than in Common Stock or Junior Shares), (ii) purchase any shares of 10%
Preferred Stock or any Parity Shares (except for a consideration payable in
Common Stock or Junior Shares) or redeem fewer than all of the shares of 10%
Preferred Stock or Parity Shares then outstanding, or (iii) permit any
corporation or entity directly or indirectly controlled by the Company to
purchase any Common Stock, Junior Shares, shares of 10% Preferred Stock or
Parity Shares, unless all dividends accrued and payable but unpaid on all
outstanding shares of 10% Preferred Stock and all Parity Shares have been, or
contemporaneously are, declared and paid in full or declared and a sum
sufficient for the payment thereof set aside. Unless and until all dividends
accrued and payable but unpaid on shares of the 10% Preferred Stock and all
Parity Shares at the time outstanding have been paid in full, all dividends
declared by the Company upon shares of the 10% Preferred Stock or Parity Shares
shall be declared pro rata with respect to all shares of the 10% Preferred Stock
and all Parity Shares then outstanding, so that the amounts of any dividends
declared on shares of the 10% Preferred Stock and such Parity Shares shall in
all cases bear to each other the same ratio that, at the time of such
declaration, all accrued and payable but unpaid dividends on shares of the 10%
Preferred Stock and such Parity Shares, respectively, bear to each other.
Optional Redemption in Cash. The 10% Preferred Stock is not subject to any
mandatory redemption or sinking fund provision. The 10% Preferred Stock is
redeemable at the option of the Company in whole or in part upon not less than
30 days' nor more than 60 days' notice, in cash at $100 per share, plus an
amount equal to the dividends accrued and unpaid thereon to, but excluding, the
date for redemption.
Exchange. The 10% Preferred Stock is redeemable at the option of the
Company in whole or in part upon not less than 30 days' nor more than 60 days'
notice, through the issuance, in redemption of and in exchange for shares of 10%
Preferred Stock, of the Company's Subordinated Debentures due the earlier of ten
years from the date of issuance or March 31, 2008.
The Company's Subordinated Debentures (the "Subordinated Debentures") shall
be issued in series with the interest on each series being a rate per annum that
is 400 basis points over the Treasury Rate for the week preceding the week in
which the notice of redemption and exchange is given to holders of the 10%
Preferred Stock and shall rank junior to the Company's Senior Debt. The holders
of the Subordinated Debentures may
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<PAGE> 27
accelerate the payment of principal and interest thereon upon an Event of
Default. The Subordinated Debentures may be redeemed for cash (i) in whole or in
part at the option of the Company, or (ii) at the option of the holder upon the
occurrence of certain events constituting a change of control as set forth in
the Company's form of Subordinated Debenture (a copy of which is on file with
the Secretary of the Company). Unless otherwise defined herein, all capitalized
terms in this paragraph shall have the meanings set forth in the Company's form
of Subordinated Debenture.
Liquidation Rights. In the event of liquidation, dissolution or winding-up
of the Company, the holders of shares of 10% Preferred Stock will be entitled to
receive out of the assets of the Company available for distribution to
stockholders, before any distribution is made to holders of Junior Shares or
Common Stock, liquidating distributions in the amount of $100 per share, plus
the amount per share of any dividends accrued thereon and remaining unpaid at
the date of such distribution, but the holders of shares of 10% Preferred Stock
will not be entitled to receive the liquidation price of such shares until the
liquidation preference of any other shares of the Company's capital stock
ranking senior to the 10% Preferred Stock as to rights upon liquidation,
dissolution or winding-up shall have been paid (or a sum set aside therefor
sufficient to provide payment) in full. If upon any liquidation, dissolution or
winding-up of the Company, the amounts payable with respect to the 10% Preferred
Stock and any Parity Shares are not paid in full, the holders of the 10%
Preferred Stock and of such Parity Shares will share ratably in any such
distribution in proportion to the full respective preferential amounts to which
they are entitled. Upon payment in full of the liquidation price to which the
holders of shares of 10% Preferred Stock are entitled, the holders of shares of
10% Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company.
Voting Rights. Holders of 10% Preferred Stock do not have any voting rights
except as set forth below or as otherwise provided by law or the Restated
Certificate of Incorporation of the Company. Whenever dividends on 10% Preferred
Stock shall be in arrears and unpaid in an aggregate amount of dividends payable
thereon for six quarterly dividend periods, the holders of shares of 10%
Preferred Stock (voting separately as a class with holders of all other series
of Preferred Stock upon which like voting rights have been conferred and are
exercisable) will be entitled to vote for the election of two Directors of the
Company, such Directors to be in addition to the number of Directors
constituting the Board of Directors immediately prior to the accrual of such
right. Such right shall, when vested, continue until all dividends in default on
the shares of 10% Preferred Stock shall have been paid in full and, when so
paid, such right of the holders of shares of 10% Preferred Stock shall cease.
The term of office of all Directors elected by the holders of 10% Preferred
Stock and such other series shall terminate on the earlier of (i) the next
annual meeting of stockholders at which a successor shall have been elected and
qualified or (ii) the termination of the right of holders of 10% Preferred Stock
and such other series to vote for such Directors.
PLAN OF DISTRIBUTION
The Company may sell the Subordinated Securities, Preferred Stock,
Depositary Shares representing Preferred Stock and Common Stock being offered
hereby in any of four ways: (i) directly to purchasers, (ii) through agents,
(iii) through underwriters and (iv) through dealers.
Offers to purchase Subordinated Securities, Preferred Stock, Depositary
Shares representing Preferred Stock or Common Stock may be solicited directly by
the Company or by agents designated by the Company from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933, involved in the offer or sale of the Subordinated
Securities, Preferred Stock, Depositary Shares representing Preferred Stock or
Common Stock in respect of which this Prospectus is delivered is named, and any
commissions payable by the Company to such agent are set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment (ordinarily five business days or less). Agents may be customers of,
engage in transactions with or perform services for, the Company in the ordinary
course of business.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them, and the names of the underwriters and the terms of the transaction
are set forth in the Prospectus Supplement, which will be used by the
underwriters to make
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<PAGE> 28
resales of the Subordinated Securities, Preferred Stock, Depositary Shares
representing Preferred Stock or Common Stock in respect of which this Prospectus
is delivered to the public.
If a dealer is utilized in the sale of the Subordinated Securities,
Preferred Stock, Depositary Shares representing Preferred Stock or Common Stock
in respect of which this Prospectus is delivered, the Company will sell such
Subordinated Securities, Preferred Stock, Depositary Shares representing
Preferred Stock or Common Stock to the dealer, as principal. The dealer may then
resell such Subordinated Securities, Preferred Stock, Depositary Shares
representing Preferred Stock or Common Stock to the public at varying prices to
be determined by such dealer at the time of resale.
Agents, underwriters and dealers may be entitled under the relevant
agreements to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Subordinated Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of
Subordinated Securities sold pursuant to Contracts shall be not less nor more
than, the respective amounts stated in the Prospectus Supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions but shall in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that the purchase by an institution of the Subordinated Securities
covered by its Contract shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which such institution is
subject. A commission indicated in the Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Subordinated Securities pursuant
to Contracts accepted by the Company.
The place and time of delivery for the Subordinated Securities, Preferred
Stock, Depositary Shares representing Preferred Stock or Common Stock in respect
of which this Prospectus is delivered are set forth in the Prospectus
Supplement.
LEGAL OPINIONS
The legality of the Subordinated Securities, Preferred Stock and Common
Stock in respect of which this Prospectus is being delivered will be passed on
for the Company by John R. Leekley, General Counsel of the Company, and for the
Underwriters, if any, by Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York 10017. Mr. Leekley is a Vice President and the General Counsel of Masco
Corporation, a Delaware corporation which owns approximately 35 percent of the
Company's outstanding Common Stock, is a stockholder of the Company and of Masco
Corporation and is a holder of options to purchase common stock of Masco
Corporation. Davis Polk & Wardwell performs legal services from time to time for
the Company and certain related companies.
EXPERTS
The consolidated financial statements and schedules of MascoTech, Inc. and
the consolidated financial statements and schedules of TriMas Corporation
appearing in the Company's most recent Annual Report on Form 10-K and in the
Company's Current Report on Form 8-K dated February 1, 1993, have been audited
by Coopers & Lybrand, independent accountants, as set forth in their reports
appearing therein. The consolidated financial statements of Emco Limited
appearing in the Company's Current Report on Form 8-K dated February 1, 1993
have been audited by Peat Marwick Thorne, independent accountants, as set forth
in their report appearing therein. The consolidated financial statements and
schedules referred to in this paragraph are incorporated herein by reference in
reliance upon such reports and upon the authority of such firms as experts in
accounting and auditing.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary........ S-3
Use of Proceeds...................... S-6
Price Range of Common Stock and
Dividend Policy.................... S-6
Capitalization....................... S-7
Selected Financial Data.............. S-8
Unaudited Pro Forma Consolidated
Condensed Financial Information.... S-10
Description of Debentures............ S-15
Underwriting......................... S-17
Experts.............................. S-18
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
The Company.......................... 3
Use of Proceeds...................... 3
Description of Subordinated
Securities......................... 3
Description of Preferred Stock....... 7
Plan of Distribution................. 9
Legal Opinions....................... 10
Experts.............................. 10
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$200,000,000
MASCOTECH, INC.
% CONVERTIBLE
SUBORDINATED
DEBENTURES DUE 2003
------------
PROSPECTUS SUPPLEMENT
DATED JANUARY , 1994
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[LOGO]
SMITH BARNEY SHEARSON INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SALOMON BROTHERS INC
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