MASCOTECH INC
10-Q, 1994-11-14
MOTOR VEHICLE PARTS & ACCESSORIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                    FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarterly Period Ended September 30, 1994
Commission File Number 1-12068


                                MASCOTECH, INC.                                 
             (Exact name of Registrant as specified in its Charter)



           Delaware                                           38-2513957       
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)


  21001 Van Born Road, Taylor, Michigan                          48180         
(Address of principal executive offices)                       (Zip Code)



                                (313) 274-7405                                 
                               (Telephone Number)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                          Yes   X     No      


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

                                                   Shares Outstanding at
               Class                                   October 31, 1994   
                                                              
Common stock, par value $1 per share                      56,610,000

<PAGE>
<PAGE>






                                 MASCOTECH, INC.

                                      INDEX



                                                         Page No.


Part I.  Financial Information

  Item 1.  Financial Statements                             

           Consolidated Condensed Balance Sheet -
              September 30, 1994 and December 31, 1993      1

           Consolidated Condensed Statements of Income
              for the Three Months and Nine Months Ended
              September 30, 1994 and 1993                   2

           Consolidated Condensed Statement of 
              Cash Flows for the Nine Months
              Ended September 30, 1994 and 1993             3

           Notes to Consolidated Condensed Financial
              Statements                                    4-5

  Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                    6-7

Part II. Other Information and Signature                    8-9

<PAGE>     
<PAGE>
                         PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                                 MASCOTECH, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                    September 30, 1994 and December 31, 1993
                             (Dollars in thousands) 
        
                                             September 30,    December 31,
    ASSETS                                       1994             1993    
Current assets:
    Cash and cash investments                  $   37,350      $   83,200
    Marketable securities                          70,310          27,790
    Receivables                                   257,280         238,820
    Inventories                                   163,230         140,040
    Deferred and refundable income taxes           27,070          41,780
    Prepaid expenses and other assets              56,830          24,210
              Total current assets                612,070         555,840

Equity and other investments in affiliates        189,220         170,510
Property and equipment, net                       565,300         490,190
Excess of cost over net assets of acquired                         
  companies                                       433,600         439,760
Notes receivable and other assets                  68,690          66,100
Net assets of discontinued operations              21,190          67,510
              Total assets                     $1,890,070      $1,789,910

    LIABILITIES
Current liabilities:
    Accounts payable                           $  105,310      $   95,520 
    Accrued liabilities                            99,130         103,260
    Current portion of long-term debt               2,370           2,830
              Total current liabilities           206,810         201,610

Long-term debt                                    867,700         788,360
Deferred income taxes and other long-term
  liabilities                                     136,470         132,310
              Total liabilities                 1,210,980       1,122,280

    SHAREHOLDERS' EQUITY
Preferred stock, $1 par, shares authorized:
    25 million; outstanding: 10.8 million          10,800          10,800
Common stock, $1 par, shares authorized:
    250 million; outstanding: 56.6 million
    and 60.5 million                               56,610          60,510
Paid-in capital                                   317,800         367,290
Retained earnings                                 291,760         232,120
Cumulative translation adjustments                  2,120          (3,090)
              Total shareholders' equity          679,090         667,630
              Total liabilities and 
                shareholders' equity           $1,890,070      $1,789,910

               The accompanying notes are an integral part of the
                  consolidated condensed financial statements.

                                        1
<PAGE>

<TABLE>
                                       MASCOTECH, INC.
                         CONSOLIDATED CONDENSED STATEMENTS OF INCOME
               For the Three and Nine Months Ended September 30, 1994 and 1993
                       (Dollars in thousands except per share amounts)
<CAPTION>
                                          Three Months Ended            Nine Months Ended   
                                            September 30,                 September 30,       
                                           1994        1993             1994         1993   
<S>                                     <C>         <C>             <C>          <C>       
Net sales                               $ 416,500   $ 373,680       $ 1,261,690  $ 1,190,280
Cost of sales                            (343,060)   (295,080)       (1,018,250)    (941,320)
Selling, general and         
  administrative expenses                 (49,330)    (44,780)         (143,300)    (136,930)
     Operating profit                      24,110      33,820           100,140      112,030
Other income (expense), net:
   Interest expense, Masco 
     Corporation                             ---       (1,950)             ---        (5,850)
   Other interest expense                 (13,160)    (19,010)          (36,080)     (55,980)
   Equity and interest income                                  
     from affiliates                       11,570       7,380            24,260       17,810
   Gain from change in investment of
     equity affiliates                       ---         ---               ---         9,470
   Other income, net                        4,100       7,970            32,020       14,650
                                            2,510      (5,610)           20,200      (19,900)
Income from continuing operations 
  before income taxes and
  extraordinary income                     26,620      28,210           120,340       92,130
Income taxes                               10,840      13,210            48,820       39,750
Income from continuing operations
  before extraordinary income              15,780      15,000            71,520       52,380
Income from operations of 
  discontinued segment                       ---          320              ---         2,200
Income before extraordinary income         15,780      15,320            71,520       54,580
Extraordinary income (net of
  income taxes)                             2,600        ---              2,600         --- 
Net income                              $  18,380   $  15,320       $    74,120  $    54,580
Preferred stock dividends               $   3,240   $   5,420       $     9,720  $    10,250
Earnings attributable to 
  common stock                          $  15,140   $   9,900       $    64,400  $    44,330
Earnings per common and 
 common equivalent share:
 Primary:
   Continuing operations                    $ .21       $ .17             $ .96        $ .74
   Income from operations of 
     discontinued segment                     --          .01               --           .04
   Income before extraordinary income         .21         .18               .96          .78
   Extraordinary income                       .04         --                .03          -- 
   Earnings attributable to 
     common stock                           $ .25       $ .18             $ .99        $ .78
 Fully diluted:
   Continuing operations                    $ .21       $ .17             $ .93        $ .70
   Income from operations of 
     discontinued segment                     --          .01               --           .03
   Income before extraordinary income         .21         .18               .93          .73
   Extraordinary income                       .04         --                .03          -- 
   Earnings attributable to
     common stock                           $ .25       $ .18             $ .96        $ .73

Cash dividends declared                     $ .03         .02             $ .07        $ .04

            The accompanying notes are an integral part of the
                  consolidated condensed financial statements.

                                        2

</TABLE>
<PAGE>
<PAGE>
                                 MASCOTECH, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
              For the Nine Months Ended September 30, 1994 and 1993
                             (Dollars in thousands)

                                                          Nine Months Ended
                                                             September 30,     

                                                          1994           1993  
CASH FROM (USED FOR):
     OPERATIONS:
         Net cash from earnings                        $  80,490      $  81,500 
         (Increase) in inventories                       (15,550)       (16,950)
         (Increase) in receivables                       (27,890)       (15,350)
         Increase (decrease) in accounts                             
            payable and accrued liabilities                6,560         (7,430)
         (Increase) in prepaid expenses
            and other assets                             (32,120)        (2,560)
         (Increase) in marketable securities, net        (42,520)       (19,870)
         Discontinued operations, net                       ---           8,830
         Other, net                                        7,670        (10,660)
            Net cash (used for) from operating
              activities                                 (23,360)        17,510 

     FINANCING:
         Issuance of convertible debt                    337,240          ---
         Increase in other debt                           69,760          ---  
         Retirement of 10 1/4% notes                     (253,120)         ---
         Payment of other debt                           (86,040)      (164,910)
         Issuance of preferred stock                        ---         209,320
         Retirement of Company Common Stock              (54,130)         ---
         Payment of preferred stock dividends             (9,720)        (7,160)
         Payment of common stock dividends                (4,670)        (1,000)
         Other, net                                       (3,400)         1,250
            Net cash (used for) from financing       
               activities                                 (4,080)        37,500 

     INVESTMENTS:
         Capital expenditures                            (86,350)       (30,910)
         Proceeds from sale of Energy-related 
           businesses                                     41,220           ---
         Receipt of cash from notes receivable            13,590         14,000
         Sale of common stock of affiliate                18,180           ---
         Cash paid Masco Corporation                        ---         (87,500)
         Other, net                                       (5,050)        (1,650)
            Net cash (used for) investing
               activities                                (18,410)      (106,060)
 
CASH AND CASH INVESTMENTS:                                      
     (Decrease) for the nine months                      (45,850)       (51,050)
     At January 1                                         83,200         76,000
                                                          37,350         24,950
     Less cash from discontinued operations                 ---          (3,770)
        At September 30                                $  37,350      $  21,180


Supplemental Cash Flow Information:

     Net cash paid during the period for:

          Interest                                     $  50,100      $  73,400

          Income taxes                                 $  21,350      $  15,800
   

               The accompanying notes are an integral part of the
                  consolidated condensed financial statements.

                                        3
<PAGE>
<PAGE>



                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



A.    In the opinion of the Company, the accompanying unaudited consolidated
      condensed financial statements contain all adjustments, which are normal
      and recurring in nature, necessary to present fairly its financial
      position as at September 30, 1994, the results of operations for the three
      and nine months ended September 30, 1994 and 1993, and cash flows for the
      nine months ended September 30, 1994 and 1993. The statements of income
      and cash flows and related notes for the nine months ended September 30,
      1993 have been reclassified to present the Energy-related segment as
      discontinued operations.  In addition, the balance sheet as of September
      30, 1994 and December 31, 1993 reflects the Energy-related segment as
      discontinued operations.  Certain 1993 amounts have been reclassified to
      conform to the presentation adopted in 1994.

      Primary earnings per common share were calculated based on 74.6 million
      and 56.9 million weighted average common shares outstanding for the nine
      months ended September 30, 1994 and 1993, respectively; and on 60.2
      million and 55.6 million weighted average common shares outstanding for
      the three months ended September 30, 1994 and 1993, respectively.

      Fully diluted earnings per common share were calculated based on 84.8
      million and 67.9 million weighted average common shares outstanding for
      the nine months ended September 30, 1994 and 1993, respectively; and on
      70.3 million and 66.1 million weighted average common shares outstanding
      for the three months ended September 30, 1994 and 1993, respectively.

      Primary and fully diluted earnings per common share amounts for the first
      through third quarters do not total to the 1994 year to date amounts. 
      This is the result of the purchase and retirement of shares throughout the
      year and a lower dilutive effect from outstanding options and warrants on
      the year to date calculation.

B.    Inventories by component are as follows (in thousands):

                                             September 30,   December 31,
                                                 1994            1993    

          Finished goods                        $ 32,330       $ 39,400
          Work in process                         57,030         38,240
          Raw materials                           73,870         62,400

                                                $163,230       $140,040

C.    Property and equipment, net reflects accumulated depreciation of $343
      million and $308 million as at September 30, 1994 and December 31, 1993,
      respectively.

D.    Other income, net for the nine months ended September 30, 1994 includes
      gains, primarily during the first six months of 1994, aggregating
      approximately $18 million pre-tax from the sale by the Company of a
      portion of its common stock holdings of an equity affiliate.

E.    In January, 1994, the Company issued, in a public offering, $345 million
      of 4 1/2% Convertible Subordinated Debentures due December 15, 2003.
      These debentures are convertible into Company Common Stock at $31 per 
      share. The net proceeds of approximately $337 million were used to 
      redeem $250 million of 10 1/4% Subordinated Notes on February 1, 1994
      and to reduce other indebtedness.

                                        4
<PAGE>
<PAGE>
                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (concluded)

F.    The following presents combined supplemental financial data of the Company
      and TriMas Corporation as one entity, with MascoTech as the parent
      company.  The Company had an equity ownership interest in TriMas of
      approximately 41 percent at September 30, 1994 and approximately 28
      percent at September 30, 1993.  Intercompany transactions have been
      eliminated.  Approximate combined condensed financial data are as follows
      (in thousands):

                                                          September 30      
                                                      1994           1993   

           Current assets                         $  865,720      $  808,090  
           Current liabilities                      (262,950)       (239,640)
             Working capital                         602,770         568,450
           Property and equipment, net               731,630         626,440
           Excess of cost over net          
             assets of acquired companies            522,890         565,200
           Other assets                              256,970         324,040
           Long-term debt                         (1,106,300)     (1,138,690)
           Deferred income taxes and                                 
             other long-term liabilities            (165,720)       (230,080)
           Equity of the other shareholders 
             of TriMas                              (163,150)       (119,880)
             Equity of shareholders of 
               MascoTech                          $  679,090      $  595,480 
           
           Net sales                              $1,672,540      $1,522,960 

           Operating profit                       $  170,840      $  165,540 

           Income from continuing 
             operations                           $   71,520      $   52,380 

           Net income                             $   74,120      $   54,580 
           
           Earnings attributable to 
             common stock                         $   64,400      $   44,330 


                   

G.    During 1994, the Company has repurchased and retired approximately four
      million shares of its Common Stock in open-market purchases, pursuant to a
      Board of Directors' authorized repurchase program.

H.    During the second quarter of 1994 the Company amended its existing
      Revolving Credit Agreement with a group of banks, resulting in an
      extension of the due date to July, 1998 from January, 1997.

I.    Results for the third quarter of 1994 include a $4.4 million pre-tax
      extraordinary gain ($2.6 million after-tax or $.04 per common share)
      related to the early extinguishment of convertible debt.

J.    At September 30, 1994, the Company had approximately $45 million due
      within one year under short-term bank lines of credit.  As the Company has
      the ability and the intent to maintain this amount of borrowing on a long-
      term basis, borrowings under this facility have been classified as long-
      term debt.

                                        5
<PAGE>
<PAGE>
                                 MASCOTECH, INC.

Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      Sales from continuing operations for the third quarter 1994 were the
highest for any third quarter since MascoTech became a publicly owned company in
1984.  Net sales from continuing operations for the third quarter ended
September 30, 1994 increased 11 percent to $417 million from $374 million in
1993.  Sales of transportation-related products for the third quarter of 1994
increased 19 percent, benefitting from increased market share and higher levels
of automotive production.  Sales of specialty products for the third quarter of
1994 decreased eight percent from third quarter 1993.

      Net sales for the nine month period ended September 30, 1994 increased six
percent over the comparable period in 1993.  Sales of transportation-related
products for the nine months ended September 30, 1994 increased 10 percent and
sales of specialty products decreased six percent from the comparable period in
1993.  Transportation-related product sales for the nine month period ended
September 30, 1994 were reduced by the phaseout in 1993 of certain product
programs by the Company's automotive customers.  This reduction was offset by
higher levels of automotive production and by certain new and replacement
programs introduced in 1994.  Specialty products sales for the three and nine
month periods were adversely impacted by the continuing softness in the
commercial construction markets served by the Company, and the continued decline
in defense spending.

      Net income from continuing operations, including extraordinary income, in
the third quarter of 1994, after preferred stock dividends, increased 58 percent
to $15.1 million or $.25 per common share, compared with $9.6 million or $.17
per common share in the comparable period in 1993.  Results for the nine months
and three months ended September 30, 1994 benefitted from reduced interest
expense, resulting primarily from the redemption in early 1994 of subordinated
debt with lower cost financing, and increased equity earnings.  This was
partially offset by lower interest income and reduced gains from marketable
securities as compared with the comparable periods in 1993.  In addition, the
Company recognized an extraordinary gain of $4.4 million pre-tax ($.04 per
common share after-tax) in the third quarter of 1994 from the early
extinguishment of debt securities.  Third quarter 1993 earnings were reduced by
a charge, principally relating to the adjustment of deferred taxes, of
approximately $.04 per common share reflecting federal legislation which
increased the corporate income tax rate.

      Although third quarter 1994 sales and earnings per common share were
improved over the comparable period in 1993, the Company's operating margins
decreased due primarily to increased costs and expenses reflecting start-up
costs associated with its expanded capital investment programs, launch costs for
new products and increased steel costs, for its transportation-related products
businesses.  In addition, margins continue to be hampered by the operating
results of our specialty products businesses.

      Results for the nine months ended September 30, 1994 include gains,
primarily during the first six months of 1994, of approximately $18 million pre-
tax from the sale by the Company of a portion of its common stock holdings of an
equity affiliate.  Results for the nine months ended September 30, 1993 include
gains aggregating approximately $9 million pre-tax, recognized during the second
quarter, associated with the sale of stock through a public offering by an
equity affiliate.  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 value of certain long term assets,
and other costs and expenses.

                                        6
<PAGE>
<PAGE>
                                 MASCOTECH, INC.

Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (concluded)

      As previously announced, the Company continues to review alternatives to
enhance shareholder value and improve the returns on assets employed in certain
of its businesses, and is considering the possibility of major strategic
restructurings and other initiatives which, if pursued, could result in
substantial one-time pre-tax, noncash charges of as much as several hundred
million dollars but which should have a favorable long-term effect on the
Company's balance sheet and future per common share earnings.

      The Company also has announced that it intends to increase its planned
1994 and 1995 expenditures for capital programs, including new advanced
manufacturing technologies, primarily in its transportation-related businesses,
to in excess of $300 million.  These additional investments, the majority of
which will be made in 1994, reflect the Company's belief in its favorable long-
term outlook and are planned to meet increased demand for certain current
product programs, to provide capacity for new products that the Company expects
to begin producing over the next several years, and to enhance the Company's
leadership positions in advanced manufacturing technologies related to its
forging and metal forming businesses.  In both 1992 and 1993, capital
expenditures approximated $60 million.

      The Company's Board of Directors has authorized the repurchase of up to
ten million shares of its common stock and convertible preferred stock in open-
market purchases, privately negotiated transactions or otherwise.  The Company
has repurchased to date during 1994 approximately four million of its common
shares pursuant to this authorization at a cost of approximately $54 million.

      During the second quarter of 1994 the Company amended its existing
Revolving Credit Agreement with a group of banks, resulting in an extension of
the due date to July, 1998 from January, 1997.

      In late 1993, the Company adopted a formal plan to divest its energy-
related business segment, which consisted of seven business units with net sales
and operating profit of $153.8 million and $4.6 million, respectively, for the
nine months ended September 30, 1993.  As of September 30, 1994, five energy-
related business units have been sold for approximately $140 million of
proceeds.  The remaining energy-related business units had net assets at
September 30, 1994 of $21.2 million (adjusted to reflect the anticipated loss
upon disposition, net of tax benefit). The energy-related business segment had
net sales of $56.0 million and a net operating loss of $2.9 million (charged
against the loss provision established in 1993) for the nine months ended
September 30, 1994. 

      The Company's cash and marketable securities, additional borrowings
available under the Company's revolving credit agreement and anticipated
internal cash flow are expected to provide sufficient liquidity to fund its
near-term working capital, expanded capital expenditure program, and other
investment needs.  The Company believes that its longer-term working capital and
other general corporate requirements, including the retirement of its Senior
Subordinated Notes maturing in 1995, will be satisfied through various sources
including the following: its internal cash flow; divestiture of the remaining
businesses in the energy-related segment, other nonstrategic operating assets
and certain additional financial assets; and, to the extent necessary, future
financings in the financial markets.  At September 30, 1994, current assets were
approximately three times current liabilities.  

                                        7
<PAGE>
<PAGE>
                           PART II.  OTHER INFORMATION
                                 MASCOTECH, INC.

Items 1 through 5 are not applicable.


Item 6. Exhibits and Reports on Form 8-K


        (a)    Exhibits:


         Exhibit 11     Computation of Earnings Per Common Share
                         - Primary and Fully Diluted

         Exhibit 12     Computation of Ratio of Earnings to Combined 
                        Fixed Charges and Preferred Stock Dividends

         Exhibit 27     Financial Data Schedules


        (b)    Reports on Form 8-K:


                  None

                                        8
<PAGE>
<PAGE>







                                    SIGNATURE


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                           MASCOTECH, INC.
                                                (Registrant)




Date:    November 11, 1994             By:  /s/ Timothy Wadhams         
                                            Timothy Wadhams
                                            Vice President - Controller
                                              and Treasurer
                                            (Chief accounting officer
                                              and authorized signatory)

                                        9
<PAGE>
<PAGE>
                                 MASCOTECH, INC.

                                  EXHIBIT INDEX



Exhibit



Exhibit 11        Computation of Earnings Per Common Share 
                  - Primary and Fully Diluted

Exhibit 12        Computation of Ratio of Earnings to Combined
                  Fixed Charges and Preferred Stock Dividends

Exhibit 27        Financial Data Schedules

                                        10
<PAGE>


<TABLE>
                                                                   Exhibit 11

                                               MASCOTECH, INC.
                                  Computation of Earnings Per Common Share
                                          Primary and Fully Diluted
                                   (In thousands except per share amounts)

<CAPTION>
                                                Three Months Ended      Nine Months Ended
                                                    September 30,          September 30,  
                                                  1994        1993       1994        1993 
<S>                                             <C>         <C>        <C>         <C>
PRIMARY:

Income from continuing operations
  before extraordinary income                   $15,780     $15,000    $71,520     $52,380
Preferred stock dividends                         3,240       5,420      9,720      10,250
Income from continuing operations
  before extraordinary income
  attributable to common stock                   12,540       9,580     61,800      42,130
Add convertible preferred stock dividends          --- (A)     ---       9,720        --- 
Earnings for computing primary earnings
  from continuing operations per common
  share before extraordinary income              12,540       9,580     71,520      42,130
Income from operations of discontinued
  segment                                          ---          320       ---        2,200
Earnings for computing primary earnings per
  common share before extraordinary income       12,540       9,900     71,520      44,330 
Extraordinary income (net of income taxes)        2,600        ---       2,600        --- 
Earnings attributable to common stock,
  as adjusted                                   $15,140     $ 9,900    $74,120     $44,330

Weighted average number of common shares
  outstanding during each period                 58,270      50,200     59,690      53,190
Addition from assumed exercise of stock  
  options and warrants                            1,930       5,430      4,110       3,740
Addition from assumed conversion of
  preferred stock                                  --- (A)     ---      10,800        ---  
Weighted average number of common shares    
  and equivalents outstanding during each       
  period--without dilution                       60,200      55,630     74,600      56,930  

Primary earnings per common and common
  equivalent share:
    Continuing operations                          $.21        $.17       $.96        $.74          
    Income from operations of discontinued     
      segment                                       --          .01        --          .04    
    Income before extraordinary income              .21         .18        .96         .78
    Extraordinary income                            .04         --         .03         -- 

    Earnings attributable to common stock          $.25        $.18       $.99        $.78  

</TABLE>

<PAGE>
<PAGE>
<TABLE>
                                                                                            Exhibit 11
                                               MASCOTECH, INC.
                                  Computation of Earnings Per Common Share
                                          Primary and Fully Diluted
                                   (In thousands except per share amounts)
                                                 (concluded)

<CAPTION>
                                                Three Months Ended      Nine Months Ended
                                                    September 30,          September 30,  
                                                  1994        1993       1994        1993 
<S>                                             <C>         <C>         <C>        <C>
FULLY DILUTED:                                   

Income from continuing operations
  before extraordinary income                   $15,780     $15,000     $71,520    $52,380
Preferred stock dividends                         3,240       5,420       9,720     10,250
Income from continuing operations
  before extraordinary income
  attributable to common stock                   12,540       9,580      61,800     42,130
Add after-tax convertible debenture
  related expenses                                2,390       1,770       7,000      5,510
Add convertible preferred stock dividends          --- (A)     ---        9,720       --- 
Earnings for computing fully diluted
  earnings from continuing operations per
  common share before extraordinary income       14,930      11,350      78,520     47,640
Income from operations of discontinued
  segment                                          ---          320        ---       2,200
Earnings for computing fully diluted earnings
  per common share before extraordinary income   14,930      11,670      78,520     49,840
Extraordinary income (net of income taxes)        2,600        ---        2,600       --- 
Earnings attributable to common
  stock, as adjusted                            $17,530     $11,670     $81,120    $49,840

Weighted average number of common shares
  outstanding during each period                 58,270      50,200      59,690     53,190
Addition from assumed conversion of 
  convertible debentures as of the issue date    10,090      10,380      10,150     10,380
Addition from assumed exercise of stock
  options and warrants                            1,930       5,540       4,110      4,360
Addition from assumed conversion of 
  preferred stock                                  --- (A)     ---       10,800       --- 
Weighted average number of common shares and
  equivalents outstanding during each period
  --fully diluted basis                          70,290      66,120      84,750     67,930

Fully diluted earnings per common and common
  equivalent share:
    Continuing operations                          $.21        $.17        $.93       $.70
    Income from operations of discontinued 
      segment                                       --          .01         --         .03
    Income before extraordinary income              .21         .18         .93        .73
    Extraordinary income                            .04         --          .03        -- 
    Earnings attributable to common stock          $.25        $.18        $.96       $.73

(A)    Amounts are not reflected in the calculation for three months ended September 30, 1994 as results of assumed conversion
       would be anti-dilutive.
</TABLE>




<TABLE>

Exhibit 12

                                       MASCOTECH, INC.
               Computation of Ratio of Earnings to Combined Fixed Charges and
                                  Preferred Stock Dividends
                                   (Dollars In Thousands)
<CAPTION>

                                9 Months 
                                  Ended    
                              September 30,         For The Years Ended December 31          
                                 1994        1993      1992      1991      1990      1989    
<S>                            <C>          <C>       <C>       <C>       <C>       <C>
Earnings Before Income                   
  Taxes and Fixed Charges:                             

  Income (loss) before income                                                     
    taxes and extraordinary
    income..................... $120,340    $121,180  $ 68,250  $(12,470) $(30,240) $ 85,410

  Add (deduct) equity in     
    undistributed (earnings)  
    losses of less-than-fifty- 
    percent owned companies.... (21,060)    (19,930)  (21,760)   (3,530)   (3,430)   (1,980)
  Add interest on
    indebtedness, net..........   37,170      83,000    87,830   124,220   139,770   146,570
  Add amortization of debt
    expense....................    2,760       4,390     1,930     2,230     2,670     3,510
  Estimated interest factor                                                                 
    for rentals................    4,570       5,550     5,740     5,220     4,520     4,470
  Earnings before income                                                                   
    taxes and fixed charges.... $143,780    $194,190  $141,990  $115,670  $113,290  $237,980

Fixed Charges:

  Interest on indebtedness,
    net........................ $ 37,320    $ 83,110  $ 87,980  $124,370  $140,380  $147,320
  Amortization of debt
    expense....................    2,760       4,390     1,930     2,230     2,670     3,510
  Estimated interest factor
    for rentals................    4,570       5,550     5,740     5,220     4,520     4,470

      Total fixed charges......   44,650      93,050    95,650   131,820   147,570   155,300

  Preferred stock dividend    
    requirement (a)............   16,440      25,860    17,140    11,350       120       130

  Combined fixed charges and
    preferred stock dividends.. $ 61,090    $118,910  $112,790  $143,170  $147,690  $155,430

Ratio of earnings to
  fixed charges................      3.2         2.1       1.5        .9(b)     .8(d)    1.5

Ratio of earnings to combined
  fixed charges and preferred
  stock dividends..............      2.4         1.6       1.3        .8(c)     .8(e)    1.5



  (a) Represents amount of income before provision for income taxes required to   meet the preferred stock dividend
      requirements of the Company and its 50% owned companies.
  (b) 1991 earnings were inadequate to cover fixed charges by $16,150.   
  (c) 1991 earnings were inadequate to cover combined fixed charges and preferred stock dividends by $27,500.
  (d) 1990 earnings were inadequate to cover fixed charges by $34,280.
  (e) 1990 earnings were inadequate to cover combined fixed charges and preferred stock dividends by $34,400.

</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEPTEMBER
30, 1994 MASCOTECH, INC. FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1993
<PERIOD-END>                               SEP-30-1994
<CASH>                                          37,350
<SECURITIES>                                    70,310
<RECEIVABLES>                                  257,280<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                    163,230
<CURRENT-ASSETS>                               612,070
<PP&E>                                         908,090
<DEPRECIATION>                               (342,790)
<TOTAL-ASSETS>                               1,890,070
<CURRENT-LIABILITIES>                          206,810
<BONDS>                                        867,700
<COMMON>                                        56,610
                                0
                                     10,800
<OTHER-SE>                                     611,680
<TOTAL-LIABILITY-AND-EQUITY>                 1,890,070
<SALES>                                      1,261,690
<TOTAL-REVENUES>                             1,261,690
<CGS>                                        1,018,250
<TOTAL-COSTS>                                1,018,250
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              36,080
<INCOME-PRETAX>                                120,340
<INCOME-TAX>                                    48,820
<INCOME-CONTINUING>                             71,520
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  2,600
<CHANGES>                                            0
<NET-INCOME>                                    74,120
<EPS-PRIMARY>                                      .99
<EPS-DILUTED>                                      .96
<FN>
<F1>RECEIVABLES ARE PRESENTED NET OF ALLOWANCES
</FN>
        

</TABLE>


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