MASCOTECH INC, DEF 14A, 1994-04-22

MASCOTECH INC
DEF 14A, 1994-04-22
MOTOR VEHICLE PARTS & ACCESSORIES

Previous: MERRILL LYNCH FUND OF STRIPPED ZERO U S TREA SEC SER A, 485BPOS, 1994-04-22

Next: NOVELL INC, S-4, 1994-04-22

<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or
Rule 14a-12

MASCOTECH, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

MASCOTECH, INC.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).

[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

------------------------------------------------------------------------

(3) Filing party:

------------------------------------------------------------------------

(4) Date filed:

------------------------------------------------------------------------

<PAGE> 2

MASCOTECH, INC.
21001 Van Born Road
Taylor, Michigan 48180

-------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF MASCOTECH, INC.:

The Annual Meeting of Stockholders of MascoTech, Inc. will be held at its
offices at 21001 Van Born Road, Taylor, Michigan 48180, on Tuesday, May 17, 1994
at 2:00 P.M., Eastern daylight time. The purposes of the meeting, which are set
forth in detail in the accompanying Proxy Statement, are:

1. To elect two Class III Directors;

2. To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on April 1, 1994 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and at any adjournment thereof.

Your attention is called to the accompanying Proxy Statement and Proxy.
Whether or not you plan to be present at the meeting, you are requested to sign
and return the Proxy in the enclosed envelope to which no postage need be
affixed if mailed in the United States. Your prompt attention will be
appreciated. Prior to being voted, the Proxy may be withdrawn in the manner
specified in the Proxy Statement.

By Order of the Board of Directors

/s/ EUGENE A. GARGARO, JR.
EUGENE A. GARGARO, JR.
Secretary

April 18, 1994
<PAGE> 3

PROXY STATEMENT

To be mailed on or about April 22, 1994

ANNUAL MEETING OF STOCKHOLDERS OF
MASCOTECH, INC.

May 17, 1994

GENERAL INFORMATION

The solicitation of the enclosed Proxy is made by the Board of Directors of
MascoTech, Inc. (the "Company") for use at the Annual Meeting of Stockholders of
the Company to be held at its offices at 21001 Van Born Road, Taylor, Michigan
48180, on Tuesday, May 17, 1994 at 2:00 P.M., Eastern daylight time, and at any
adjournment thereof.

The expense of this solicitation will be borne by the Company. Solicitation
will be by use of the mails, and executive officers and other employees of the
Company may solicit Proxies, without extra compensation, personally and by
telephone and other means of communication. The Company will also reimburse
brokers and other persons holding Company Common Stock in their names or in the
names of their nominees for their reasonable expenses in forwarding Proxies and
Proxy materials to beneficial owners.

Stockholders of record as of the close of business on April 1, 1994 will be
entitled to vote at the meeting. On that date, the outstanding voting securities
of the Company consisted of 60,378,517 shares of common stock, $1 par value per
share ("Company Common Stock"), and 10,800,000 shares of $1.20 Convertible
Preferred Stock ("Company Preferred Stock"). Each share of outstanding Company
Common Stock entitles the holder to one vote and each share of outstanding
Company Preferred Stock entitles the holder to 4/5 of one vote. The Company
Common Stock and the Company Preferred Stock vote together as a single class.
The Company has been advised that Masco Corporation and Directors of the Company
hold in the aggregate approximately 41 percent of the Company's voting
securities and intend to vote their shares in favor of the nominees and in
accordance with the recommendations of the Company's Board of Directors on any
other matters.

The shares represented by the Proxy will be voted as instructed if received
in time for the meeting. Any person signing and mailing the Proxy may,
nevertheless, revoke it at any time before it is exercised by timely written
notice to the Company (Attention: Eugene A. Gargaro, Jr., Secretary) at its
executive offices at 21001 Van Born Road, Taylor, Michigan 48180, or at the
Annual Meeting.

ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. The term of office of
the Class III Directors expires at this meeting and the Board of Directors
proposes the re-election of Erwin H. Billig and John A. Morgan to serve as the
Class III Directors for a term expiring at the 1997 Annual Meeting or until
their respective successors are elected and qualified. The current Class I and
Class II Directors
<PAGE> 4

intend to continue in office for their respective terms. The Board of Directors
expects that the persons named as proxies in the Proxy will vote the shares
represented by each Proxy for the election as Directors of such nominees unless
a contrary direction is indicated. If prior to the meeting any nominee is unable
or unwilling to serve as a Director, which the Board of Directors does not
expect, the persons named as proxies will vote for such alternate nominee, if
any, as may be recommended by the Board of Directors.

Presence in person or by proxy of holders of a majority of outstanding
shares of stock of the Company entitled to vote will constitute a quorum at the
Annual Meeting. Broker non-votes and abstentions do not affect the determination
of whether a quorum is present. Assuming a quorum is present, Directors are
elected by a plurality of the votes cast. The two individuals who receive the
largest number of votes cast are elected as Directors; therefore, any shares not
voted (whether due to abstention or broker non-vote) do not affect the election
of Directors.

Information concerning the nominees and continuing Directors is set forth
below.

SHARES OF COMPANY
NAME, AGE, PRINCIPAL HAS SERVED AS A COMMON STOCK
OCCUPATION AND DIRECTORSHIPS DIRECTOR OF THE BENEFICIALLY OWNED
OF OTHER PUBLICLY REGISTERED COMPANIES COMPANY SINCE AS OF APRIL 1, 1994
- ---------------------------------------------------------- --------------- -------------------
CLASS I (TERM TO EXPIRE AT 1995 ANNUAL MEETING)
<S> <C> <C>
Richard A. Manoogian, 57.................................. 1984 4,676,626
Chairman of the Board and Chief Executive Officer of the
Company and of Masco Corporation and Chairman of the
Board of TriMas Corporation; Director of NBD Bancorp,
Inc.

CLASS II (TERM TO EXPIRE AT 1996 ANNUAL MEETING)

Peter A. Dow, 60.......................................... 1992 12,350
Vice Chairman, Chief Operating Officer and Chairman of
the Executive Committee of Lintas: Campbell-Ewald, an
advertising and marketing communications company;
Director of Fretter, Inc.

Eugene A. Gargaro, Jr., 52................................ 1984 155,774
Vice President and Secretary of Masco Corporation;
Director of TriMas Corporation

Richard G. Mosteller, 61.................................. 1984 18,000
Senior Vice President -- Finance of Masco Corporation
</TABLE>

2
<PAGE> 5

Erwin H. Billig, 67....................................... 1988 189,980
Vice Chairman of the Board of the Company and its former
President and Chief Operating Officer; Director of Titan
Wheel International, Inc.

John A. Morgan, 63........................................ 1984 24,000
Partner, Morgan Lewis Githens & Ahn, investment bankers;
Director of FlightSafety International, Inc., Masco
Corporation, McDermott International, Inc. and TriMas
Corporation
</TABLE>

For further information concerning beneficial ownership, see "Security
Ownership of Management and Certain Beneficial Owners." For further information
concerning Masco Corporation and TriMas Corporation, see "Certain Relationships
and Related Transactions."

All of the nominees and other Directors have been engaged during the past
five years in the occupations listed in the preceding table, except as described
below. Mr. Billig was President and Chief Operating Officer of the Company until
his retirement in October 1992 at which time he became Vice Chairman of the
Board. Mr. Gargaro was a partner in the law firm of Dykema Gossett until he
became Vice President and Secretary of Masco Corporation in October, 1993.

The Board of Directors held nine meetings during 1993. The Audit Committee
of the Board of Directors, consisting of Messrs. Dow and Morgan, held two
meetings during 1993. It reviews and acts or reports to the Board with respect
to various auditing and accounting matters, including the selection and fees of
the Company's independent accountants, the scope of audit procedures, the
Company's internal audit program and results, the nature of services to be
performed by the independent accountants and the Company's accounting practices.
The Compensation Committee of the Board of Directors, consisting of Messrs. Dow,
Gargaro and Morgan, held four meetings during 1993. It establishes and monitors
executive compensation and administers and determines awards and options granted
under the Company's restricted stock incentive and stock option plans. The Board
of Directors has not established a separate committee of its members to nominate
candidates for election as Directors.

Peter R. Fink, a Director of the Company since 1985, passed away during
1993. Mr. Fink's wisdom, guidance, enthusiasm and valued contribution to the
Company's success over the years will be greatly missed.

COMPENSATION OF DIRECTORS

Each Director (other than Mr. Manoogian, who is also a Company employee)
receives an annual fee and $750 for each Board of Directors meeting (and
committee meeting if not held on a date on which the entire Board holds a
meeting) which the Director physically attends. The annual fee paid for 1993 was
$38,000.

3
<PAGE> 6

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning beneficial ownership
of Company Common Stock as of April 1, 1994 by (i) all persons known by the
Company to be the beneficial owners of five percent or more of Company Common
Stock, (ii) each of the Directors, (iii) each of the executive officers and (iv)
all Directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF COMPANY
COMPANY COMMON STOCK COMMON STOCK
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
---------------------------------- -------------------- ---------------------
<S> <C> <C>
Richard A. Manoogian.............. 4,676,626 7.6
21001 Van Born Road
Taylor, Michigan 48180

Masco Corporation................. 24,824,690 41.0
21001 Van Born Road
Taylor, Michigan 48180

Erwin H. Billig................... 189,980 *

Peter A. Dow...................... 12,350 *

Eugene A. Gargaro, Jr............. 155,774 *

John A. Morgan.................... 24,000 *

Richard G. Mosteller.............. 18,000 *

Lee M. Gardner.................... 79,020 *

Timothy Wadhams................... 45,520 *

All eight Directors and
executive officers of the
Company as a group
(excluding subsidiary,
divisional and group
executives)..................... 5,104,496 8.3
</TABLE>

4
<PAGE> 7

Information regarding Company Common Stock owned by the Directors,
executive officers and the Directors and executive officers as a group in the
foregoing table includes shares held by certain foundations and trusts and under
employee long-term incentive programs, as described below, and except for shares
so held, the Directors and executive officers have sole voting and investment
power with respect to their shares. Shares owned by the Directors and the
executive officers of the Company as a group and by Messrs. Manoogian and
Gargaro include in each case 96,774 shares which could be acquired upon
conversion of the convertible debt securities owned by a charitable foundation
of which Messrs. Manoogian and Gargaro are Directors. Shares owned by Mr.
Manoogian and by all Directors and executive officers of the Company as a group
include in each case 202,560 shares owned by a charitable foundation of which
Mr. Manoogian is a Director, and 225,716 shares which could be acquired upon
conversion of convertible securities owned by such foundation. In addition, Mr.
Manoogian may be deemed to be the beneficial owner of 200,000 shares of the
Company Preferred Stock (1.9 percent of the total issue outstanding) owned by
such charitable foundation. Shares owned by Mr. Gargaro and by all Directors and
executive officers of the Company as a group include in each case 2,000 shares
owned by a charitable foundation of which Mr. Gargaro is a Director and 27,000
shares held by trusts, of which Mr. Gargaro is a trustee. The Directors of the
foundations and the trustees exercise voting and investment power with respect
to the securities owned by the foundations and trusts, but Messrs. Gargaro and
Manoogian disclaim beneficial ownership of such securities. The table also
includes 80,000 shares for Mr. Billig, 660,000 shares for Mr. Manoogian and
740,000 shares for all Directors and executive officers as a group issuable
under stock options that are exercisable prior to May 31, 1994, as well as
unvested restricted award shares held under Masco Corporation's and the
Company's stock incentive plans described under "Compensation of Executive
Officers" (95,620 shares for Mr. Billig, 71,220 shares for Mr. Gardner, 214,800
shares for Mr. Manoogian, 18,000 shares for Mr. Mosteller, 44,400 shares for Mr.
Wadhams and 444,040 shares for all Directors and executive officers as a group).
Masco Corporation and Mr. Manoogian may each be deemed a controlling person of
the Company by reason of their respective significant ownership of shares of
Company Common Stock and, in the case of Mr. Manoogian, his position as a
Director and an executive officer of the Company.

In addition to the Company Common Stock shown in the foregoing table, Masco
Corporation owns warrants to purchase 10 million shares of Company Common Stock
which cannot be exercised if, after giving effect to such exercise, Masco
Corporation would own more than 35 percent of the outstanding shares of Company
Common Stock. See "Certain Relationships and Related Transactions" for
information regarding these warrants.

5
<PAGE> 8

The following table sets forth information concerning beneficial ownership
of Company Preferred Stock by all persons known by the Company to be the
beneficial owners of five percent or more of Company Preferred Stock. The
Company is relying upon information as of December 31, 1993 set forth in
Schedule 13Gs filed by the entities listed below.

<TABLE>
<CAPTION>
PERCENTAGE OF
SHARES OF COMPANY PREFERRED COMPANY PREFERRED STOCK
NAME STOCK BENEFICIALLY OWNED BENEFICIALLY OWNED
---- --------------------------- -----------------------
<S> <C> <C>
Invesco PLC................................. 800,000 7.4
11 Devonshire Square
London, England

Salomon Inc................................. 841,500 7.8
Seven World Trade Center
New York, New York 10048

Scudder, Stevens & Clark, Inc............... 600,000 5.6
345 Park Avenue
New York, New York 10154

The TCW Group, Inc.......................... 752,300 7.0
865 South Figueroa Street
Los Angeles, California 90017
</TABLE>

Directors and executive officers of the Company own no Company Preferred
Stock, except that a charitable foundation of which Mr. Manoogian is a director
owns 200,000 shares (1.9 percent) of Company Preferred Stock. The Directors of
the foundation exercise voting and investment power with respect to the Company
Preferred Stock owned by the foundation, but Mr. Manoogian disclaims beneficial
ownership of such shares.

EXECUTIVE COMPENSATION COMMITTEE REPORT

In order for the Company to maximize long-term stockholder returns, it is
essential that the Company attract, retain and motivate the highest quality
management team possible. The Company seeks talented individuals who have the
ability to implement competitive business strategies, product development,
manufacturing technologies and marketing and service programs to generate
long-term profit growth.

The Company's compensation programs are designed to accomplish these
objectives. The Compensation Committee has adopted a primarily subjective
approach to compensation arrangements. The Compensation Committee identifies
relevant factors to be considered, such as the need to be competitive in the
market for executive talent and to provide incentives and rewards for individual
and corporate performance. This is combined with a significant degree of
flexibility that allows the exercise of judgment and discretion and reflects the
Company's entrepreneurial operating environment and long-term performance
orientation. Precise formulas, targets or goals are not utilized and specific
weights are not assigned to the various factors. The use of stock-based
incentive programs with extended vesting schedules reflects the emphasis on the
goal of long-term enhancement of stockholder value. The Compensation Committee

6
<PAGE> 9

believes these incentives are necessary in order to retain and motivate the
talented, results-oriented individuals who lead the Company and who are key to
the Company's success.

Executive officers currently receive a combination of base salary, annual
cash bonus and long-term (up to ten-year) incentives utilizing Company Common
Stock. In making its decisions the Compensation Committee uses a variety of
resources, including published compensation surveys, as it considers information
concerning current compensation practices within the Company's industries
(including companies that are included in the S&P Manufacturing Diversified
Index). In addition, the Compensation Committee takes into account the
compensation-related policies and practices of corporations in other industries
which are similar to the Company in terms of revenues and market value, because
the Committee believes that the Company competes with such companies for
executive talent. Although the Committee reviews such information for general
guidance, it does not specifically target compensation of the executive officers
to compensation levels at other companies.

Annual cash compensation consists of salary and bonus. Base salaries and
year-end bonuses are usually adjusted annually. A range of increases is
established by management for corporate office employees generally that reflects
inflation, promotions and merit. The Compensation Committee then establishes a
similar range for the executive officers. The salary range reflects changes
observed in general compensation levels of salaried employees, and in particular
within the geographic area of the Company's corporate office and within the
Company's industries. In addition, the Company's performance for the particular
year and the Company's prospects are more significant factors in determining the
range for year-end bonuses than in determining the salary range. In connection
with the award of bonuses, corporate performance goals are considered by the
Committee in light of general economic conditions, and include items such as
comparisons of year-to-year operating results, market share performance and the
achievement of budget objectives and forecasts. However, the Committee does not
identify specific goals that must be satisfied in order for bonuses to be
awarded. There can be variations from the established ranges for a variety of
subjective factors such as an individual's contribution to the performance of
the Company and its affiliates in addition to the competitive considerations
noted above. In general, the potential bonus opportunity for executive officers
is up to fifty percent of base salary.

As part of the Company's long-term incentive arrangements, restricted stock
awards and stock options are granted under the 1991 Long-Term Stock Incentive
Plan. The factors reviewed by the Compensation Committee in determining whether
to grant options and awards are generally the same factors considered in
determining salaries and bonuses described above. In order to provide a strong
incentive and reinforce the individual's commitment to the Company, there can be
awards that are significant in size and potential value. The history of awards
previously granted to an executive is also a factor in determining new grants,
and in general the potential opportunity for annual restricted stock awards is
up to thirty percent of base salary. As a result of the Company's extended
vesting schedule, the dollar value of these stock-based incentives can
appreciate to substantial amounts since there is a longer time period for the
Company's stock price to appreciate. Many other companies have a shorter vesting
schedule which enables individuals to receive their incentives in a shorter time
period.

Restricted stock awards granted under the 1991 Plan generally vest in ten
percent annual installments over a period of ten years from the date of grant.
In general, vesting is contingent on a continuing employment or consulting
relationship with the Company. The 1991 Plan provides, however,

7
<PAGE> 10

that all shares vest immediately upon death or the occurrence of certain events
constituting a change in control of the Company. Each of the named executive
officers other than Mr. Manoogian received restricted stock awards in 1993 in
conjunction with awards made to key corporate office employees due to the
improved financial performance made by the Company during the year.

Original option grants made under the 1991 Plan generally vest in
installments beginning in the third year and extending through the eighth year
after grant. Options generally may be exercised until the earlier of ten years
from the date of grant or termination of the employment or consulting
relationship as to the number of shares then exercisable. The 1991 Plan also
provides that upon the occurrence of certain events constituting a change in
control of the Company, all options previously granted immediately become fully
exercisable. The Compensation Committee may permit Company Common Stock to be
used in payment of federal, state and local withholding tax obligations
attributable to the exercise of options. Also, the Compensation Committee may
accept the surrender of an exercisable option and authorize payment by the
Company of an amount equal to the difference between the option exercise price
of the stock and its then fair market value.

Although there were no original stock option grants to the named executive
officers in 1993, one of the named executive officers received a restoration
option. A restoration option is granted when a participant exercises an original
stock option and pays the exercise price by delivering shares of Common Stock.
The restoration option is granted equal to the number of shares delivered by the
participant and does not increase the number of shares covered by the original
option. The exercise price is 100 percent of the fair market value of Company
Common Stock on the date the restoration option is granted so that the
participant benefits only from subsequent increases in the Company's stock
price. The Compensation Committee believes that restoration options help to
align more closely the interests of executives with the long-term interests of
stockholders and allow executives to maintain the level of their equity-based
interest in the Company through a combination of direct stock ownership and
options.

The Compensation Committee has reviewed the new provisions of Internal
Revenue Code Section 162(m) relating to the deductibility of executive
compensation in excess of $1,000,000, and the proposed regulations relating to
Section 162(m). The Company is evaluating the impact of these new provisions to
determine whether any changes should be made in the Company's compensation
practices.

Compensation decisions for all executives, including Mr. Manoogian, the
Chairman of the Board and Chief Executive Officer, are generally based on the
criteria described above. In determining Mr. Manoogian's 1993 compensation, the
Compensation Committee noted the relatively low level of his previous cash
compensation and considered his strong leadership in undertaking significant
actions in the areas of restructuring the Company and strengthening its balance
sheet. The Compensation Committee also recognized Mr. Manoogian's direction of
the Company under the difficult economic conditions in the Company's markets
over the past several years and the significant increase in the Company's stock
price. Based upon the above factors the Compensation Committee increased Mr.
Manoogian's 1993 salary and year-end bonus.

Eugene A. Gargaro, Jr.
Peter A. Dow
John A. Morgan

8
<PAGE> 11

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table summarizes the annual and long-term compensation of the
Company's executive officers for 1993, 1992 and 1991.

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
AWARDS
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL ---------------------------- STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS COMPENSATION(3)
- -------------------------- ---- -------- -------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian,..... 1993 $300,000 $200,000 0 0 $22,000
Chairman of the Board
and 1992 200,000 80,000 0 800,000 22,000
Chief Executive
Officer(4) 1991 200,000 80,000 0 0 **

Lee M. Gardner,........... 1993 $474,000 $250,000 $ 205,000 0 $31,000
President and Chief 1992* 361,000 154,000 315,000 100,000 29,000
Operating Officer

Timothy Wadhams,.......... 1993 $272,000 $143,000 $ 118,000 4,211(2) $24,000
Vice President -- 1992 240,000 107,000 0 0 23,000
Controller and Treasurer 1991 220,000 77,000 0 150,000 **
</TABLE>

- -------------------------
* Mr. Gardner became an executive officer in 1992. Consequently, the table
does not set forth information for 1991, but information for 1992 includes
the entire year.

** In accordance with the transitional provisions applicable to the rules on
executive officer compensation disclosure adopted by the Securities and
Exchange Commission, no amounts are required to be shown under "All Other
Compensation" for 1991.

(1) This column sets forth the dollar value as of the date of grant of
restricted stock awarded under the Company's 1991 Long Term Stock Incentive
Plan (the "1991 Plan"). Restricted stock awards are described in more detail
under "Executive Compensation Committee Report." Mr. Manoogian and Mr.
Wadhams hold restricted long-term incentive awards of Company Common Stock
granted to them under Masco Corporation's plans at or prior to the 1984
restructuring of Masco Corporation discussed under "Certain Relationships
and Related Transactions;" the cost of such awards is expensed by the
Company as they vest, except that there is no cost to the Company with
respect to Mr. Manoogian's awards. As of December 31, 1993, the aggregate
number and market value of unvested restricted award shares of Company
Common Stock held by each of the executive officers which are expensed by
the Company over their remaining term were: Mr. Manoogian -- 18,000 shares
valued at $500,000; Mr. Gardner -- 70,100 shares valued at $1,945,000; and
Mr. Wadhams -- 44,000 shares valued at $1,221,000. Recipients of restricted
stock awards have the right to receive dividends on unvested shares.

(2) No original stock option grants were made in 1993. The option shown in that
year was a restoration option due to the exercise of a prior stock option.

9
<PAGE> 12

(3) This column includes (a) Company contributions of $13,610 to the Company's
Profit Sharing Plan for 1993 for the accounts of each of the executive
officers (other than Mr. Manoogian who does not participate in the Plan),
and (b) cash payments made pursuant to certain tandem rights associated with
the annual vesting of certain restricted stock awards granted in 1989, as
follows: Mr. Manoogian -- $22,000; Mr. Gardner -- $17,000; and Mr. Wadhams
-- $10,000. For further information regarding these rights, see "Certain
Relationships and Related Transactions."

(4) The foregoing does not reflect 1993 salary Mr. Manoogian received from
TriMas Corporation as its Chairman of the Board ($100,000) or salary and
bonus from Masco Corporation as its Chairman of the Board and Chief
Executive Officer.

Option Grant Table

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION FOR
GRANTED OPTION TERM(2)
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------
NAME GRANTED(1) IN 1993 PRICE DATE 5% 10%
- ----------------------------- ---------- ------------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian 0
Lee M. Gardner 0
Timothy Wadhams 4,211 15.7% $26 12/10/97 $23,630 $50,900
</TABLE>

- -------------------------
(1) The sole option granted in 1993 was a restoration option, and was equal to
the number of shares delivered to exercise a prior option. The restoration
option shown in the table is exercisable in June 1994. For further
information, see "Executive Compensation Committee Report."

(2) These amounts are based on assumed rates of appreciation only. Actual gains,
if any, on stock option exercises and Company Common Stock holdings will
depend on overall market conditions and the future performance of the
Company and its Common Stock. There can be no assurance that the amounts
reflected in this table will be realized.

Option Exercises and Year-End Value Table

The following table sets forth information concerning each exercise of
stock options during 1993 by each executive officer and the value at December
31, 1993 of unexercised options held by such individuals. The value of
unexercised options reflects the increase in market value of Company Common
Stock from the date of grant through December 31, 1993 (when the closing price
of Company Common Stock was $27 3/4 per share.) The value actually realized upon
future option exercises by the executive officers will depend on the value of
Company Common Stock at the time of exercise.

10
<PAGE> 13

AGGREGATE OPTION EXERCISES IN 1993, AND DECEMBER 31, 1993 OPTION VALUE

<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1993 DECEMBER 31, 1993
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ----------- ---------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian.... 0 0 1,300,000 500,000 $26,050,000 $ 8,750,000
Lee M. Gardner.......... 44,000 $ 627,000 348,000 36,000 7,133,000 670,500
Timothy Wadhams......... 102,000 1,151,250 172,211 0 3,691,370 0
</TABLE>

Retirement Plans

The executive officers other than Mr. Manoogian participate in a Pension
Plan maintained by the Company for certain of its salaried employees. The
following table shows estimated annual retirement benefits payable for life at
age 65 (subject to maximum limits under federal pension law) for various levels
of compensation and service under the Pension Plan.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE(1)
------------------------------------------------------------------
REMUNERATION(2) 5 10 15 20 25 30
--------------- ------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $ 5,645 $11,290 $ 16,935 $ 22,580 $ 28,225 $ 33,870
200,000 11,290 22,580 33,870 45,161 56,451 67,741
300,000 16,935 33,870 50,806 67,741 84,676 101,611
400,000 22,580 45,161 67,741 90,321 112,902 118,800
500,000 28,225 56,451 84,676 112,902 118,800 118,800
600,000 33,870 67,741 101,611 118,800 118,800 118,800
</TABLE>

- -------------------------
(1) The Pension Plan provides for credited service and common vesting on account
of employment with the Company, Masco Corporation, TriMas Corporation and
their subsidiaries. Vesting occurs after five full years of employment. The
benefit amounts set forth in the table above have been converted from the
Pension Plan's calculated five-year certain and life benefit and are not
subject to reduction for social security benefits or for other offsets,
except to the extent that pension or equivalent benefits are payable under
a Masco Corporation or TriMas Corporation plan. Messrs. Gardner and Wadhams
have approximately 7 and 18 years of credited service, respectively.

(2) For purposes of determining benefits payable, remuneration is equal to the
average of the highest five consecutive January 1 annual base salary rates
paid by the Company prior to retirement. The amount of cash compensation in
the Summary Compensation Table that can be used for determining benefit
accruals under the Pension Plan is limited by federal pension law to
$222,220 for 1991, $228,860 for 1992 and $235,840 for 1993.

11
<PAGE> 14

Under the Company's Supplemental Executive Retirement and Disability Plan,
certain officers and other key executives of the Company, or any company in
which the Company or a subsidiary owns at least 20 percent of the voting stock,
may receive retirement benefits in addition to those provided under the
Company's Pension Plan and supplemental disability benefits. Each participant is
designated by the Compensation Committee or the Chairman of the Board (and
approved by the Compensation Committee in the case of Company officers) to
receive annually upon retirement on or after age 65, an amount which, when
combined with benefits under the Company's Pension Plan and Profit Sharing Plan
(valued as annuities) and for most participants any retirement benefits payable
by reason of employment by prior employers, equals 60 percent of the average of
the participant's highest three years' cash compensation received from the
Company (limited to base salary and regular year-end cash bonus) up to a
combined maximum annual payment of $500,000. A participant may also receive
supplemental medical benefits. A participant who has been employed at least two
years and becomes disabled prior to retirement will receive annually 60 percent
of the participant's total annualized cash compensation in the year in which the
participant becomes disabled, reduced by benefits payable pursuant to the
Company's long-term disability insurance and similar plans. Upon a disabled
participant's reaching age 65, such participant receives the annual cash
benefits payable upon retirement, as determined above. A surviving spouse will
receive reduced benefits upon the participant's death. Participants are required
to agree that they will not engage in competitive activities for at least two
years after termination of employment, and if employment terminates by reason of
retirement or disability, during such longer period as benefits are received
under this plan. Except for Mr. Manoogian, the executive officers participate in
this plan.

12
<PAGE> 15

PERFORMANCE GRAPH

Set forth below is a line graph comparing the cumulative total shareholder
return on Company Common Stock with the cumulative total return of the S&P 500
Stock Index and the S&P Manufacturing Diversified Index for the period
commencing January 1, 1989 and ending December 31, 1993. The graph assumes
investments of $100 on January 1, 1989 in the Company Common Stock, the S&P 500
Stock Index and the S&P Manufacturing Diversified Index.

<TABLE>
<CAPTION>
S&P Manu-
Measurement Period facturing Di-
(Fiscal Year Covered) MascoTech S&P 500 versified
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 71.76 131.69 109.35
1990 44.71 127.61 110.15
1991 44.71 166.49 134.98
1992 108.24 179.18 146.31
1993 261.60 197.23 177.76
</TABLE>

The table below sets forth the value as of December 31 of each of the years
indicated of $100 investments made on January 1, 1989 in the Company Common
Stock, the S&P 500 Stock Index and the S&P Manufacturing Diversified Index.

<TABLE>
<CAPTION>
S&P Manu-
Measurement Period facturing Di-
(Fiscal Year Covered) MascoTech S&P 500 versified
<S> <C> <C> <C>
1988 $100.00 100.00 100.00
1989 $71.76 131.69 109.35
1990 $44.71 127.61 110.15
1991 $44.71 166.49 134.98
1992 $108.24 179.18 146.31
1993 $261.60 197.23 177.76
</TABLE>

13
<PAGE> 16

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Board of Directors consists of Messrs.
Dow, Gargaro and Morgan. Mr. Dow became a member of the Compensation Committee
in December 1993, replacing Mr. Fink who passed away in October 1993. From time
to time Morgan Lewis Githens & Ahn, of which Mr. Morgan is a partner, performs
investment banking and other services for the Company and Masco Corporation. For
1993, the Company paid such firm aggregate fees of $500,000, plus expenses, for
financial advisory and consulting services. In October 1993, Mr. Gargaro became
the Vice President and Secretary of Masco Corporation. During the year, Mr.
Gargaro and the law firm in which he was a partner (prior to October 1993)
performed legal services for the Company, Masco Corporation, TriMas Corporation
and certain of their respective Directors and officers. Mr. Gargaro is the
Secretary of the Company although he is not an employee. Mr. Manoogian, an
executive officer of the Company, is a director of Masco Corporation. Mr.
Gargaro, an executive officer of Masco Corporation, serves on the Compensation
Committee of the Company.

CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

MASCO CORPORATION RESTRUCTURING

The Company became a publicly owned company in July 1984 as part of a
restructuring of Masco Corporation, a manufacturer of building and home
improvement and home furnishings products for the home and family. As part of
the restructuring, the Company entered into certain agreements with Masco
Corporation.

Masco Corporation Corporate Services Agreement

Under a Corporate Services Agreement, Masco Corporation provides the
Company and its subsidiaries with office space for its executive offices, use of
Masco Corporation's data processing equipment and services, certain research and
development services, corporate administrative staff and other support services
in return for the Company's payment of an annual base service fee of .8 percent
of its consolidated annual net sales, subject to adjustments. This agreement
also provides for various license rights and confidential treatment of
information which may arise from Masco Corporation's performance of research and
development services on behalf of the Company. The Company paid Masco
Corporation approximately $11 million for 1993 under this agreement, which is
terminable by the Company at any time and by Masco Corporation at the end of any
calendar year, in each case upon at least 90 days notice.

Masco Corporation Corporate Opportunities Agreement

The Company and Masco Corporation have entered into a Corporate
Opportunities Agreement to address potential conflicts of interests with respect
to future business opportunities. This agreement materially restricts the
ability of either party to enter into businesses in which the other party is
engaged, without the consent of the other party. It will continue in effect
until one year after the termination of

14
<PAGE> 17

the Corporate Services Agreement, and thereafter will be renewed automatically
for one-year periods, subject to termination by either party at least 90 days
prior to any such scheduled renewal date.

Masco Corporation Stock Repurchase Agreement

Under a Stock Repurchase Agreement, Masco Corporation has the right to sell
to the Company, at fair market value, shares of Company Common Stock if Masco
Corporation's ownership of Company Common Stock would exceed 49 percent as a
result of the Company's repurchases of Company Common Stock. Masco Corporation
has advised the Company that it intends to exercise such right whenever
necessary to prevent its ownership of Company Common Stock from exceeding 49
percent of the Company Common Stock then outstanding.

Masco Corporation Assumption and Indemnification Agreement

Under an Assumption and Indemnification Agreement, the Company assumed, and
agreed to indemnify Masco Corporation against, substantially all of the
liabilities and obligations of the businesses transferred to it in Masco
Corporation's 1984 restructuring, including claims and litigation pending at the
time of the transfer or asserted thereafter based on events or circumstances
that occurred or existed prior to the transfer.

TRIMAS CORPORATION

Effective October 1, 1988, the Company transferred to TriMas Corporation
various businesses and cash in exchange for common stock and other securities of
TriMas described below. In a related transaction, Masco Corporation, which prior
to such transfer had an equity ownership interest in TriMas, purchased for cash
additional TriMas common stock. As part of these transactions, the three
companies entered into certain agreements described below. As of April 1, 1994,
the Company and Masco Corporation owned 42.5 percent and 5.3 percent,
respectively, of the outstanding TriMas common stock.

TriMas Corporate Services Agreement

Under a Corporate Services Agreement, Masco Corporation provides TriMas and
its subsidiaries with use of Masco Corporation's data processing equipment and
services, certain research and development services, corporate administrative
staff and other support services, in return for TriMas' payment of an annual
base service fee of .8 percent of TriMas' consolidated annual net sales, subject
to adjustments. This agreement also provides for various license rights and the
confidential treatment of certain information which may arise from Masco
Corporation's performance of research and development services on behalf of
TriMas. TriMas paid Masco Corporation approximately $2.4 million for 1993 under
this agreement, which is terminable by TriMas at any time upon at least 90 days
notice and by Masco Corporation at the end of any calendar year upon at least
180 days notice.

TriMas Corporate Opportunities Agreement

The Company, Masco Corporation and TriMas have entered into a Corporate
Opportunities Agreement to address potential conflicts of interest with respect
to future business opportunities. It

15
<PAGE> 18

materially restricts TriMas' ability to enter into businesses in which the
Company or Masco Corporation are engaged without the consent of the Company or
Masco Corporation. This agreement will continue in effect until at least two
years after the termination of the TriMas Corporate Services Agreement and
thereafter will be renewed automatically for one-year periods, subject to
termination by any party at least 90 days prior to any such scheduled renewal
date.

TriMas Stock Repurchase Agreement

Under a Stock Repurchase Agreement, the Company and Masco Corporation have
the right to sell to TriMas, at fair market value, shares of TriMas common stock
under certain circumstances that would result in an increase in their respective
ownership of the then outstanding TriMas common stock. The Company and Masco
Corporation have advised TriMas that they intend to exercise their respective
rights whenever necessary to prevent their ownership of TriMas common stock from
equaling or exceeding 50 percent and 20 percent, respectively, of the TriMas
common stock then outstanding or if the Company or Masco Corporation then
determines such action to be in its respective best interest.

TriMas Assumption and Indemnification Agreement

Under an Assumption and Indemnification Agreement, TriMas assumed the
liabilities and obligations of the businesses acquired by TriMas from the
Company, including claims and litigation pending at the time of the acquisition
or asserted thereafter based on events which occurred prior to October 1, 1988,
but excluding certain income tax and other specified liabilities.

OTHER RELATED TRANSACTIONS

In March 1993, the Company and Masco Corporation partially restructured
their affiliate relationships through transactions that reduced Masco
Corporation's common equity ownership of the Company from approximately 47
percent to approximately 35 percent and resulted in the Company's acquisition of
Masco Corporation's investment in Emco Limited, a major Canadian-based
manufacturer and distributor of building and energy-related products. As part of
the restructuring, the Company acquired from Masco Corporation approximately 43
percent of the outstanding common stock and convertible debentures of Emco, 10
million shares of Company Common Stock and 775,000 shares of the Company's 12%
Exchangeable Preferred Stock (which was issued in connection with the Company's
repurchase in 1990 of a portion of its Common Stock then held by Masco
Corporation). In exchange, Masco Corporation received from the Company $87.5
million in cash, one million shares of the Company's 10% Exchangeable Preferred
Stock (liquidation value of $100 million) and seven-year warrants to purchase 10
million shares of Company Common Stock at $13 per share. Masco Corporation may
not exercise the warrants if such exercise would increase Masco Corporation's
common equity ownership of the Company to above 35 percent. Masco Corporation
also entered into an agreement to purchase from the Company at the Company's
option within two years up to $200 million aggregate amount of additional
securities, consisting of exchangeable preferred stock (not to exceed $100
million) and subordinated debentures. In addition, the Company agreed to file
registration statements under the federal securities laws to enable Masco
Corporation from time to time to publicly dispose of securities of the Company
held by Masco Corporation. The determination of the amount of

16
<PAGE> 19

consideration exchanged by the Company and Masco Corporation and other terms of
the transactions resulted from negotiations between the parties.

In November 1993, the Company repurchased the one million shares of its 10%
Exchangeable Preferred Stock (liquidation value of $100 million) held by Masco
Corporation for cash at the liquidation value, plus an amount equal to the
accrued and unpaid dividends from October 1, 1993. Concurrently the March 1993
securities purchase agreement was modified so that Masco Corporation is now
obligated thereunder to purchase from the Company at its option through March
31, 1997 up to $200 million of subordinated debentures. In addition, the Company
called for redemption all of its $187 million aggregate principal amount of 6%
Convertible Subordinated Debentures Due 2011, $130 million of which were held by
Masco Corporation. Masco Corporation converted its 6% Debentures into 7.2
million shares of Company Common Stock. For 1993, the Company paid approximately
$16.2 million to Masco Corporation as interest on the 6% Debentures and
dividends on the 12% Preferred Stock and the 10% Preferred Stock then held by
Masco Corporation.

MascoTech GmbH, a foreign subsidiary of the Company and Masco GmbH, a
German subsidiary of Masco Corporation have from time to time advanced excess
funds held in such foreign country to one another, to be used for working
capital. The parties negotiated a fluctuating rate of interest for these loans.
The largest amount payable to MascoTech GmbH during 1993 was approximately $.5
million and the largest amount payable to Masco GmbH during 1993 was
approximately $1.0 million.

TriMas acquired several businesses from Masco Corporation in early 1990 and
is obligated to make additional purchase price payments if the combined
profitability of such businesses reaches certain levels. As part of the
transaction, Masco Corporation agreed to indemnify TriMas against certain
liabilities of the acquired businesses.

The Company participates with Masco Corporation and TriMas in a number of
national purchasing programs, which enable each of them to obtain favorable
terms from certain of their service and product suppliers. From time to time,
sales of products and services and other transactions may occur among the
Company, Masco Corporation and TriMas. For 1993, as a result of such sales and
other transactions, the Company paid approximately $.4 million and $2.4 million
to Masco Corporation and TriMas, respectively, and received approximately $4.4
million and $1.5 million from Masco Corporation and TriMas, respectively. In
addition, Masco Corporation paid approximately $2.3 million to TriMas for 1993
as a result of such sales and other transactions.

In 1988 the Company and Masco Corporation jointly established Masco Capital
Corporation to seek business and other investment opportunities of mutual
interest that for various reasons were viewed as more appropriate undertakings
on a joint basis rather than individually. In 1988 Masco Capital made an
investment in Payless Cashways, Inc., a building materials specialty retailer.
In connection with this investment, Payless entered into a multi-year supply
agreement with Masco Corporation covering the purchase of certain competitively
priced products of Masco Corporation and any affiliate designated by Masco
Corporation, including the Company. In December 1991, the Company sold its 50
percent ownership interest in Masco Capital to Masco Corporation for
approximately $49.5 million and may receive additional payments based upon any
aggregate net increase in the value of Masco Capital's remaining investments
through late 1994.

17
<PAGE> 20

As previously disclosed, the Company devised an incentive program to assist
in the retention of corporate officers and senior corporate operating executives
by providing them with the opportunity to purchase in 1989, on a restricted
basis, shares of TriMas common stock owned by the Company. Shares were purchased
by the participants at a price of $11 1/4 per share (all share amounts and per
share prices in this paragraph have been adjusted for the 100 percent common
stock distributions effected by TriMas in 1990 and 1993). Payment of the
purchase price was made in the form of a promissory note from each participant
to the Company, maturing on June 30, 1994 and bearing interest at the rate of 7
percent per annum payable at maturity. If a participant's employment should be
terminated at the request of the Company (other than following certain events
constituting a change in control of the Company or Masco Corporation), the
participant's promissory note would remain payable on the original maturity date
but without interest. In that event, however, the Company would retain the right
to reacquire any unsold shares at the original purchase price and, in the case
of shares which a participant has sold, to recover the original purchase price
plus the participant's net after-tax profits accruing from the sold shares. The
participating executive officers of the Company purchased TriMas shares as
follows, and have paid off their promissory notes with prepayments beginning in
1992 except as otherwise stated: Erwin H. Billig -- 200,000 shares; Lee M.
Gardner -- 60,000 shares; Richard A. Manoogian -- 800,000 shares (in addition to
640,000 shares purchased from Masco Corporation pursuant to a similar program)
(no prepayments); and Timothy Wadhams -- 120,000 shares.

In 1989 the Company made long-term restricted stock awards to a large
number of Company employees that were combined with tandem rights to phantom
TriMas shares. The value of a phantom TriMas share is deemed to be equal to the
value of a share of TriMas common stock. At the time of the grant the aggregate
value of the shares of Company Common Stock awarded to each participant was
equal to the aggregate value of the alternative phantom TriMas shares that were
awarded. The phantom TriMas shares vest on the same schedule as the shares of
Company Common Stock. On each vesting date the participant receives the benefit
of the then current value of the vesting shares of Company Common Stock or the
then current value of the vesting phantom TriMas shares, whichever is greater.
If the value of the vesting phantom TriMas shares is greater, the participant
receives the vesting shares of Company Common Stock and the excess is paid in
cash. If the value of the vesting phantom TriMas shares is less, the participant
receives only the vesting shares of Company Common Stock.

In December 1993, TriMas called for redemption all of its $100 Convertible
Participating Preferred Stock, which was held solely by the Company. The Company
exercised its right to convert the preferred stock into approximately 7.8
million shares of TriMas common stock.

In November 1993, as part of its plan to dispose of its energy related
businesses, the Company sold to TriMas Lamons Metal Gasket Co., for a purchase
price of $60 million plus additional future payments contingent upon the level
of profitability of Lamons. The determination of the amount of consideration
received by the Company from TriMas and the terms of the transaction resulted
from extensive negotiations between the parties. As part of the transaction, the
Company agreed to indemnify TriMas against certain liabilities of the acquired
business.

The Company pays Erwin H. Billig, the Company's Vice Chairman of the Board
and former President and Chief Operating Officer, $15,000 per month for
consulting and advisory services.

18
<PAGE> 21

Subject to certain conditions, and upon request, TriMas has agreed to file
registration statements under the federal securities laws to permit the sale in
public offerings of TriMas common stock held by the Company and Masco
Corporation. In addition, the Company and Masco Corporation entered into
arrangements with TriMas pursuant to which TriMas has registered shares of
TriMas common stock held by certain executives of the Company and Masco
Corporation, under incentive programs established by such companies, and has
agreed to register the shares held by Mr. Manoogian under such programs. TriMas
bears substantially all of the expense of such filings, other than fees and
expenses of underwriters and counsel for Masco Corporation and the Company, and
provides indemnification against certain liabilities arising from such
transactions.

Ownership of securities and various other relationships and incentive
arrangements may result in conflicts of interest in the Company's dealings with
Masco Corporation, TriMas and others. The Masco Corporation and TriMas Corporate
Opportunities Agreements and other aspects of the relationships among the three
companies may affect their ability to make acquisitions and develop new
businesses under certain circumstances. Four persons affiliated with Masco
Corporation are members of the Company's Board of Directors and three persons
affiliated with Masco Corporation are members of TriMas' Board of Directors.
Persons affiliated with the Company constitute one-half of the Board of
Directors of TriMas. Mr. Manoogian, the Company's Chairman of the Board and
Chief Executive Officer, is also the Chairman of the Board and Chief Executive
Officer of Masco Corporation and the Chairman of the Board of TriMas and is a
significant stockholder of all three companies. Mr. Morgan, who is a Director of
the Company, is also a Director of Masco Corporation and TriMas. Another
Director of the Company, Mr. Mosteller, is also an executive officer of Masco
Corporation. Mr. Gargaro, a Director and the Secretary of the Company, is also
an executive officer and Secretary of Masco Corporation and a Director and the
Secretary of TriMas. Certain Directors, officers and other key employees of the
Company receive benefits based upon the value of the common stock of the
Company, Masco Corporation and TriMas under certain Company and Masco
Corporation incentive compensation programs. See "Compensation of Executive
Officers". Because of these relationships, an independent committee of the
Company's Board of Directors reviews its significant transactions with
affiliated companies.

19
<PAGE> 22

The following table sets forth the number of shares of Masco Corporation
and TriMas Corporation common stock beneficially owned as of April 1, 1994 by
the Company's Directors and executive officers and by its Directors and
executive officers as a group:

SHARES OF SHARES OF
COMMON STOCK OF COMMON STOCK OF
MASCO CORPORATION TRIMAS CORPORATION
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------------------------------------------- ----------------- ------------------
<S> <C> <C>
Erwin H. Billig........................................ 2,800 51,480
Peter A. Dow........................................... 0 0
Lee M. Gardner......................................... 400 10,000
Eugene A. Gargaro, Jr.................................. 2,334,140 55,572
Richard A. Manoogian................................... 3,927,398 1,801,852
John A. Morgan......................................... 1,600 8,000
Richard G. Mosteller................................... 136,594 0
Timothy Wadhams........................................ 700 44,484
All 8 Directors and executive officers of the Company
as a group (excluding subsidiary, divisional and
group executives).................................... 4,138,632 1,969,388
</TABLE>

The only Directors or executive officers of the Company who beneficially
own one percent or more of Masco Corporation or TriMas common stock are Mr.
Manoogian, who owns 2.5 percent of Masco Corporation common stock and 4.9
percent of TriMas common stock, and Mr. Gargaro, who owns 1.5 percent of Masco
Corporation common stock. Directors and executive officers of the Company as a
group own 2.6 percent of Masco Corporation common stock and 5.5 percent of
TriMas common stock. Shares beneficially owned by Messrs. Manoogian and Gargaro
and by all Directors and executive officers of the Company as a group include in
each case 2,265,000 shares of Masco Corporation common stock and 2,000 shares of
TriMas common stock owned by a charitable foundation, of which Messrs. Manoogian
and Gargaro are Directors. Shares owned by Mr. Manoogian and by the Directors
and executive officers of the Company as a group include in each case 75,200
shares of Masco Corporation common stock and 31,008 shares of TriMas common
stock owned by a charitable foundation of which Mr. Manoogian is Director.
Shares beneficially owned by Mr. Gargaro and by all Directors and executive
officers of the Company as a group include in each case 23,200 shares of Masco
Corporation common stock and 288 shares of TriMas common stock owned by a
charitable foundation, of which Mr. Gargaro is a Director, and 25,530 shares of
Masco Corporation common stock and 3,284 shares of TriMas common stock held by
trusts of which Mr. Gargaro is a trustee. The Directors of the foundations and
the trustees exercise voting and investment power with respect to the Masco
Corporation common stock and the TriMas common stock owned by the foundations
and the trusts, but Messrs. Manoogian and Gargaro disclaim beneficial ownership
of such shares. Share ownership of Masco Corporation common stock includes
shares issuable under stock options of Masco Corporation that are exercisable
prior to May 31, 1994 (577,740 shares for Mr. Manoogian, 56,722 shares for Mr.
Mosteller and 634,462 shares for all Directors and executive officers of the
Company as a group) and unvested restricted award

20
<PAGE> 23

shares of Masco Corporation common stock issued under Masco Corporation's
restricted stock incentive plan (20,410 shares for Mr. Gargaro, 61,148 shares
for Mr. Manoogian, 27,560 shares for Mr. Mosteller and 109,118 shares for all
Directors and executive officers of the Company as a group). Shares are owned
with sole voting and investment power, except for shares owned by such
foundations and trusts, shares of Masco Corporation common stock issuable upon
the exercise of options and unvested restricted award shares of Masco
Corporation common stock issued under Masco Corporation's restricted stock
incentive plan, the transfer of which is restricted. Mr. Manoogian may be deemed
to be a controlling person of Masco Corporation by reason of his significant
ownership of Masco Corporation common stock and his position as a Director and
an executive officer of Masco Corporation. Mr. Manoogian, Masco Corporation and
the Company each may be deemed a controlling person of TriMas by reason of their
respective ownership of TriMas common stock, Mr. Manoogian's position as a
Director and an executive officer of TriMas, and Masco Corporation's ownership
of Company Common Stock.

STOCKHOLDERS' PROPOSALS

Stockholders' proposals intended to be presented at the 1995 Annual Meeting
of Stockholders of the Company must be received by the Company at its address
stated above by December 19, 1994, to be considered for inclusion in the
Company's Proxy Statement and Proxy relating to such meeting.

INDEPENDENT ACCOUNTANTS

The firm of Coopers & Lybrand has acted as the Company's independent
accounting firm for a number of years and is so acting during the current year.
Representatives of Coopers & Lybrand are expected to be present at the meeting,
will have the opportunity to make a statement and are expected to be available
to respond to appropriate questions.

21
<PAGE> 24

OTHER MATTERS

The Board of Directors knows of no other matters to be voted upon at the
meeting. If any other matters properly come before the meeting, it is the
intention of the proxies named in the enclosed Proxy to vote the shares
represented thereby with respect to such matters in accordance with their best
judgment.

By Order of the Board of Directors

/s/ EUGENE A. GARGARO, JR.
EUGENE A. GARGARO, JR.
Secretary

Taylor, Michigan
April 18, 1994

22
<PAGE> 25

MASCOTECH, INC.
ANNUAL MEETING OF STOCKHOLDERS
AT CORPORATE HEADQUARTERS
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180

[Meeting Location Map (See Appendix) Directions to MascoTech Headquarters]

FROM DOWNTOWN DETROIT (EAST)
- - Take I-94 west to the Pelham Road exit.
- - Turn right onto Pelham Road and travel to Van Born Road.
- - Turn left onto Van Born Road and proceed to the corporate office.

FROM METRO AIRPORT (WEST)
- - Take I-94 east to Pelham/Southfield Road exit.
- - Turn left onto Pelham and travel to Van Born Road.
- - Turn left onto Van Born Road and proceed to the corporate office.

FROM SOUTHFIELD/BIRMINGHAM (NORTH)
- - Take the Southfield Freeway to the Outer Drive/Van Born Road exit.
- - Stay on the service drive and proceed to Van Born Road.
- - Bear right onto Van Born Road and travel to the corporate office.

FROM TOLEDO (SOUTH)
- - Take I-75 north to the Telegraph Road north exit.
- - Proceed on Telegraph Road north to Van Born Road.
- - Turn right on Van Born Road and proceed to the corporate office.
<PAGE> 26

Proxy For Annual Meeting of Stockholders to be held May 17, 1994

MASCOTECH, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, hereby revoking any Proxy heretofore given, appoints
RICHARD A. MANOOGIAN and EUGENE A. GARGARO, JR. and each of them attorneys and
proxies for the undersigned, each with full power of substitution, to vote the
shares of Company Common Stock registered in the name of the undersigned to the
same extent the undersigned would be entitled to vote if then personally present
at the Annual Meeting of Stockholders of MascoTech, Inc. to be held at the
offices of the Company at 21001 Van Born Road, Taylor, Michigan 48180, on
Tuesday, May 17, 1994 at 2:00 P.M. Eastern daylight time and at any adjournment
thereof:

1.) As indicated on the reverse hereof; and
2.) In their discretion upon such other business as may properly come before
the meeting.

(Continued and to be signed and dated on other side.)

Comments/Address Change: _______________________________________________________

________________________________________________________________________________

- -------------------------------------------------------------------------------
(Continued from reverse side.)

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

<TABLE>
<CAPTION>
For All With-
For Except hold
<S> <C> <C> <C>
1.) Election of Directors / / / / / /
CLASS III: ERWIN H. BILLIG AND JOHN A. MORGAN
If elected, Class III nominees will serve until the 1997 Annual
Meeting of Stockholders or until their respective successors
are elected and qualified.

AUTHORITY TO VOTE FOR EITHER NOMINEE MAY BE WITHHELD BY STRIKING
THROUGH THE NAME OF SUCH NOMINEE AND MARKING THE "FOR ALL EXCEPT"
BOX. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATIONS ABOVE. IF SPECIFICATIONS ARE
NOT MADE, THE PROXY WILL BE VOTED FOR THE ELECTION OF BOTH
NOMINEES.

Mark box at right if any comment or address / /
change are noted on the reverse side.

NOTE: Please date, sign and return this Proxy promptly in
the enclosed envelope. Executors, administrators, trustees,
etc. should so indicate when signing. If the signature is
for a corporation, please sign the full corporate name by an
authorized officer. If the signature is for a partnership,
please sign the full partnership name by an authorized
partner. If shares are registered in more than one name,
DATE_________________________________ all holders should sign.

______________________________________________________________________
SHAREHOLDER SIGN HERE JOINT OWNER SIGN HERE RECORD DATE SHARES:

</TABLE>

<PAGE> 27

Proxy For Annual Meeting of Stockholders to be held May 17, 1994

MASCOTECH, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, hereby revoking any Proxy heretofore given, appoints
RICHARD A. MANOOGIAN and EUGENE A. GARGARO, JR. and each of them attorneys and
proxies for the undersigned, each with full power of substitution, to vote the
shares of Company Preferred Stock (each such share representing four-fifths of
one vote) registered in the name of the undersigned to the same extent the
undersigned would be entitled to vote if then personally present at the Annual
Meeting of Stockholders of MascoTech, Inc. to be held at the offices of the
Company at 21001 Van Born Road, Taylor, Michigan 48180, on Tuesday, May 17,
1994 at 2:00 P.M. Eastern daylight time and at any adjournment thereof:

1.) As indicated on the reverse hereof; and
2.) In their discretion upon such other business as may properly come before
the meeting.

(Continued and to be signed and dated on other side.)

Comments/Address Change: _______________________________________________________

________________________________________________________________________________

- -------------------------------------------------------------------------------
(Continued from reverse side.)

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

Mark box at right if any comment or address / /
change are noted on the reverse side.

______________________________________________________________________
SHAREHOLDER SIGN HERE JOINT OWNER SIGN HERE RECORD DATE SHARES:

</TABLE>

<PAGE> 28
APPENDIX OF GRAPHICAL MATERIALS PURSUANT TO REGULATION S-T ITEM 304(a)

On the Back Cover: A map which shows the location area of the Detroit
Metropolitan Area where the Company headquarters are.