SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
MascoTech, Inc.
(Name of Issuer)
Common Stock par value $1.00 per share
Title of class of securities)
574670 10 5
(CUSIP number)
Richard A. Manoogian, 21001 Van Born Road, Taylor, MI 48180
(Name, address and telephone number of person
authorized to receive notices and communications)
December 21, 1993
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and 92) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 4 Pages)
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CUSIP No. 574670 10 5 13D Page 2 of 4
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard A. Manoogian
###-##-####
2) CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (A) [ ] (B) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7) SOLE VOTING POWER
3,736,776
8) SHARED VOTING POWER
202,560
9) SOLE DISPOSITIVE POWER
3,523,776
10) SHARED DISPOSITIVE POWER
202,560
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,921,826
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14) TYPE OF REPORTING PERSON
IN
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Page 3 of 4
The information contained in this Amendment No. 11 supplements and amends
the information contained in the following Item of the Schedule 13D filed by
Richard A. Manoogian relating to the Common Stock, par value $1.00 per share
(the "Common Stock"), of MascoTech, Inc., a Delaware Corporation (the "Issuer"),
as heretofore amended.
Item 5. Interest in Securities of Issuer.
(a) As of January 31, 1994, the reporting person beneficially owned
4,921,826 shares of Common Stock, of which (i) 3,523,776 shares were owned
directly, (ii) 213,000 shares had been granted under the restricted stock
incentive plans of Masco Corporation and the Issuer and are still subject to
certain restrictions on disposition as provided in such plans, (iii) 660,000
shares could be acquired upon the exercise of an option granted under the
Issuer's stock option plan to the extent such option is exercisable on or before
April 1, 1994, (iv) 202,560 shares were owned by the Alex and Marie Manoogian
Foundation, a charitable foundation of which the reporting person is a director,
(v) 225,716 shares could be acquired by the Alex and Marie Manoogian Foundation
upon the conversion of convertible securities of the Issuer held by such
Foundation to the extent such securities are convertible on or before April 1,
1994, and (vi) 96,774 shares could be acquired by the Richard and Jane Manoogian
Foundation, a charitable foundation of which the reporting person is a director,
upon conversion of convertible securities of the Issuer held by such Foundation
to the extent such securities are convertible on or before April 1, 1994. To
the best of his knowledge and based on the number of shares of Common Stock
believed to be outstanding, as of January 31, 1994 the reporting person was
deemed to be the beneficial owner of 8.0 percent of the shares of Common Stock.
(b) The reporting person has (i) the sole power to vote all of the
shares described in clauses (i) and (ii) of Item 5(a) above, and (ii) the sole
power to dispose of the shares described in clause (i) of Item 5(a) above. The
reporting person shares with the other directors the power to vote or direct the
vote or to dispose or direct the disposition of the 202,560 shares owned by the
Foundation described in clause (iv) of Item 5(a) above. The reporting person,
Alex Manoogian (Chairman Emeritus of Masco Corporation), Christine Simone and
Louise M. Simone are the directors of the Alex and Marie Manoogian Foundation,
and the reporting person, Eugene A. Gargaro, Jr. and Jane Manoogian are the
directors of the Richard and Jane Manoogian Foundation, and all of the directors
have a business address of 21001 Van Born Road, Taylor, Michigan 48180. To the
knowledge of the undersigned, none of the directors of the Foundations has been
convicted in a criminal proceeding nor have they been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future
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Page 4 of 4
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws. They
are all citizens of the United States of America.
The reporting person disclaims any beneficial ownership or interest
whatsoever in the shares of the Common Stock or other securities of the Issuer
owned by the Foundations, and the filing of this Amendment No. 11 to Schedule
13D shall not be construed as an admission that he is the beneficial owner of
such shares or other securities.
(c) During the sixty days preceding January 31, 1994, the reporting
person sold the following shares publicly:
700,000 shares at $24 per share on December 21, 1993
(d) Information with respect to the directors of the Foundation is set
forth in Items 5(a) and Item 5(b) above.
(e) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: February 16, 1994
/s/Richard A. Manoogian
Richard A. Manoogian
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