<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
/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, if other than the Registrant)
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)
or Item 22(a)(2) of Schedule 14A.
/ / $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 transaction applies:
- --------------------------------------------------------------------------------
r(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / 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 16, 1995
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 one Class I Director; and
2. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 31, 1995 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
EUGENE A. GARGARO, JR.
Secretary
April 20, 1995
<PAGE> 3
PROXY STATEMENT
To be mailed on or about April 21, 1995
ANNUAL MEETING OF STOCKHOLDERS OF
MASCOTECH, INC.
May 16, 1995
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 16, 1995 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 March 31, 1995 will
be entitled to vote at the meeting. On that date, the outstanding voting
securities of the Company consisted of 56,077,698 shares of common stock, $1 par
value 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 51 percent of the Company's voting
securities and intend to vote their shares in favor of the nominee 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 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 I Directors expires at this meeting and the Board of Directors
proposes the re-election of Richard A. Manoogian to serve as a Class I Director
for a term expiring at the 1998 Annual Meeting or until his successor is elected
and qualified; the Board of Directors has not presently proposed a nominee as
the other Class I
<PAGE> 4
Director. The current Class II and Class III Directors 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 Director of the nominee unless a contrary direction is
indicated. If prior to the meeting the 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 Company Common Stock will constitute a quorum at the Annual Meeting.
Broker non-votes and abstentions will be counted toward the establishment of a
quorum. Directors are elected by a plurality of the votes cast. Any shares not
voted (whether due to abstention or broker non-vote) do not affect the election
of Directors.
Information concerning the nominee and continuing Directors is set forth
below.
<TABLE>
<CAPTION>
SHARES OF COMPANY
NAME, AGE, PRINCIPAL COMMON STOCK
OCCUPATION AND DIRECTORSHIPS HAS SERVED AS A BENEFICIALLY OWNED
OF OTHER PUBLICLY REGISTERED COMPANIES DIRECTOR SINCE AS OF MARCH 15, 1995
- --------------------------------------------------------- --------------- ---------------------
<S> <C> <C>
CLASS I (NOMINEE FOR TERM TO EXPIRE AT 1998 ANNUAL MEETING)
Richard A. Manoogian, 58.............................................. 1984 4,931,142
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, 61...................................................... 1992 22,350
Private investor; formerly 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., 53............................................ 1984 155,774
Vice President and Secretary of Masco Corporation;
Director of Allied Digital Technologies Corporation and
TriMas Corporation
Richard G. Mosteller, 62.............................................. 1984 1,000
Senior Vice President -- Finance of Masco Corporation
CLASS III ( TERM TO EXPIRE AT 1997 ANNUAL MEETING)
Erwin H. Billig, 68................................................... 1988 259,980
Vice Chairman of the Board of the Company and its
former President and Chief Operating Officer; Director
of Titan Wheel International, Inc. and Emco Limited
John A. Morgan, 64.................................................... 1984 24,000
Partner, Morgan Lewis Githens & Ahn, investment
bankers; Director of FlightSafety International, Inc.,
Masco Corporation, McDermott International, Inc. and
TriMas Corporation
</TABLE>
2
<PAGE> 5
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."
The nominee and other Directors have been engaged during the past five
years in the occupations listed in the preceding table, except as described
below. Mr. Dow was Vice Chairman, Chief Operating Officer and Chairman of the
Executive Committee of Lintas Campbell-Ewald until January, 1995. 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 six meetings during 1994. The Audit Committee
of the Board of Directors, consisting of Messrs. Dow and Morgan, held two
meetings during 1994. 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 1994. 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.
COMPENSATION OF DIRECTORS
Each Director (other than Mr. Manoogian, who is also a Company employee)
receives an annual fee, and $1,000 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 1994 was
$40,000.
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 March 15, 1995 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............................. 4,931,142 8.6%
21001 Van Born Road
Taylor, Michigan 48180
Masco Corporation................................ 24,824,690 43.9%
21001 Van Born Road
Taylor, Michigan 48180
Erwin H. Billig.................................. 259,980 *
Peter A. Dow..................................... 22,350 *
Eugene A. Gargaro, Jr. .......................... 155,774 *
John A. Morgan................................... 24,000 *
Richard G. Mosteller............................. 1,000 *
Lee M. Gardner................................... 160,350 *
Timothy Wadhams.................................. 87,300 *
All eight Directors and executive officers of
the Company as a group (excluding
subsidiary, divisional and group executives)... 5,545,122 9.6%
</TABLE>
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 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 290,232 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
4
<PAGE> 7
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 150,000 shares for Mr. Billig, 67,430 shares
for Mr. Gardner, 840,000 shares for Mr. Manoogian, 33,980 shares for Mr. Wadhams
and 1,091,410 shares for all Directors and executive officers as a group
issuable under stock options that are exercisable prior to May 15, 1995, 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" (66,840 shares for Mr. Billig, 74,840 shares for Mr. Gardner, 96,320
shares for Mr. Manoogian, 41,560 shares for Mr. Wadhams and 279,560 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.
To the Company's knowledge, The TCW Group, Inc., 865 South Figueroa Street,
Los Angeles, California 90017, is the only beneficial owner of five percent or
more of Company Preferred Stock. According to its Schedule 13G filed in January,
1995, The TCW Group owns 729,700 shares which is 6.8 percent of the total issue
outstanding. 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
5
<PAGE> 8
schedules reflects the emphasis on the goal of long-term enhancement of
stockholder value. The Compensation Committee believes that 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.
6
<PAGE> 9
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, 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 received
restricted stock awards in 1994 in conjunction with awards made to key corporate
office employees due to the improved financial performance made by the Company
during the prior fiscal 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 1994, two 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 Committee is familiar with Internal Revenue Code Section 162(m), which
limits the deductibility of annual executive compensation in excess of
$1,000,000 for the highest paid executives. The Committee does not anticipate
that compensation will exceed such amount for the foreseeable future and
therefore has not taken action with respect to this issue. The Committee will
continue to review the compensation of the Company's executives and to evaluate
the impact of Section 162(m) and regulations issued thereunder.
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. Mr. Manoogian's salary was increased in mid-1993 to a
salary level that remained in effect for all of 1994, with no further adjustment
in salary or bonus for 1994.
Eugene A. Gargaro, Jr.
Peter A. Dow
John A. Morgan
7
<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table summarizes the annual and long-term compensation of the
Company's executive officers for 1994, 1993 and 1992.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------------
AWARDS
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL ---------------------------- STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(2) OPTIONS COMPENSATION(4)
- -------------------------- ---- -------- -------- --------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian...... 1994 $400,000 $200,000 $ 122,000 0 $32,000
Chairman of the Board 1993 300,000 200,000 0 0 22,000
and Chief Executive 1992 200,000 80,000 0 800,000 22,000
Officer(1)
Lee M. Gardner............ 1994 $531,000 $279,000 $ 153,000 7,430(3) $61,000
President and Chief 1993 474,000 250,000 205,000 0 31,000
Operating Officer 1992 361,000 154,000 315,000 100,000 29,000
Timothy Wadhams........... 1994 $297,000 $155,000 $ 87,000 2,769(3) $34,000
Vice President -- 1993 272,000 143,000 118,000 4,211(3) 24,000
Controller and Treasurer 1992 240,000 107,000 0 0 23,000
</TABLE>
- -------------------------
(1) The foregoing does not reflect 1994 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.
(2) 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 granted to date vest over a
period of ten years from the date of grant with ten percent of each award
vesting annually. In general, vesting is contingent on a continuing
employment or consulting relationship with the Company. The following number
of shares were awarded to the executive officers in 1994: Mr.
Manoogian -- 4,800 shares; Mr. Gardner -- 6,000 shares; and Mr.
Wadhams -- 3,400 shares. Mr. Manoogian holds restricted long-term incentive
awards of Company Common Stock granted to him under Masco Corporation's
plans following the 1984 restructuring of Masco Corporation discussed under
"Certain Relationships and Related Transactions." There is no cost to the
Company with respect to these awards. As of December 31, 1994, the aggregate
number and market value of unvested restricted 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 -- 19,800 shares
valued at $257,000; Mr. Gardner -- 66,420 shares valued at $863,000; and Mr.
Wadhams -- 37,100 shares valued at $482,000. Recipients of restricted stock
awards have the right to receive dividends on unvested shares.
(3) No original option grants were made in 1993 or 1994. Options shown in those
years consist solely of restoration options granted upon the exercise of
previously held stock options. A restoration option
8
<PAGE> 11
does not increase the number of shares covered by the original option or
extend the term of the original option.
(4) This column includes (a) Company contributions and allocations under the
Company's defined contribution retirement plans for 1994 for the accounts of
each of the executive officers other than Mr. Manoogian, who does not
participate in these plans: Mr. Gardner -- $37,000; Mr. Wadhams -- $20,000;
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 -- $32,000; Mr. Gardner -- $24,000; and Mr.
Wadhams -- $14,000. For further information regarding these rights, see
"Certain Relationships and Related Transactions."
Option Grant Table
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
---------------------------------------------------- AT ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
OPTIONS PRICE APPRECIATION
GRANTED FOR OPTION TERM(2)
OPTIONS TO EMPLOYEES EXERCISE EXPIRATION ------------------
NAME GRANTED(1) IN 1994 PRICE DATE 5% 10%
- ----------------------------- ---------- ------------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian......... 0
Lee M. Gardner............... 3,369 18.3% $ 24 3/8 12/10/97 $17,000 $36,000
4,061 22.1% 24 3/8 2/18/01 40,000 94,000
Timothy Wadhams.............. 2,769 15.1% $ 24 3/8 2/18/01 $27,000 $64,000
</TABLE>
- -------------------------
(1) Options granted in 1994 consist solely of restoration options, and are equal
to the number of shares delivered to exercise prior options. All the options
shown in the table are exercisable currently. 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.
Option Exercises and Year-End Value Table
The following table sets forth information concerning each exercise of
stock options during 1994 by each executive officer and the value at December
31, 1994 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, 1994 (the closing price of
Company Common Stock on December 30, 1994, the last trading day of 1994, was $13
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.
9
<PAGE> 12
AGGREGATED OPTION EXERCISES IN 1994, AND DECEMBER 31, 1994 OPTION VALUE
<TABLE>
<CAPTION>
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER 31, 1994 DECEMBER 31, 1994
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
- ------------------------- ----------- -------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian..... 0 0 1,040,000 760,000 $5,500,000 $2,750,000
Lee M. Gardner........... 58,000 $986,000 288,000 45,430 $1,698,000 $ 115,000
Timothy Wadhams.......... 15,000 $298,000 141,000 18,980 $1,032,000 $ 47,000
</TABLE>
Retirement Plans
The executive officers other than Mr. Manoogian participate in pension
plans maintained by the Company for certain of its salaried employees. The
following table shows estimated annual retirement benefits payable for life at
age 65 for various levels of compensation and service under these plans.
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 90,321 112,902 135,482
500,000 28,225 56,451 84,676 112,902 141,127 169,352
600,000 33,870 67,741 101,611 135,482 169,352 203,223
700,000 39,516 79,031 118,547 158,062 197,578 237,093
</TABLE>
- -------------------------
(1) The plans provide for credit for employment with any of 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 plans' 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.
The table does not depict Internal Revenue Code ("Code") limitations on
tax-qualified plans because one of the plans is a non-qualified plan
established by the Company to restore for certain salaried employees
(including the executive officers) benefits that are otherwise limited by
the Code. Messrs. Gardner and Wadhams have approximately 8 and 19 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.
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
10
<PAGE> 13
least 20 percent of the voting stock, may receive retirement benefits in
addition to those provided under the Company's other retirement plans 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 from
the Company's other retirement plans 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). Participants are limited to an annual payment, which when combined with
benefits under the Company's non-qualified plan, may not exceed a maximum,
currently $366,460. 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, subject to certain limitations on the maximum
payment and 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. The executive officers other than Mr. Manoogian participate in this plan.
11
<PAGE> 14
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, 1990, and ending December 31, 1994. The graph assumes
investments of $100 on December 31, 1989 in Company Common Stock, the S&P 500
Stock Index and the S&P Manufacturing Diversified Index, and the reinvestment of
dividends.
<TABLE>
<CAPTION>
S&P
Measurement Period Manufacturing
(Fiscal Year Covered) MascoTech S&P 500 Diversified
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 62.30 96.89 99.13
1991 62.30 126.28 121.49
1992 150.82 135.88 131.67
1993 364.66 149.52 159.82
1994 171.93 151.55 165.46
</TABLE>
The table below sets forth the value as of December 31 of each of the years
indicated of $100 investments made on December 31, 1989 in Company Common Stock,
the S&P 500 Stock Index and the S&P Manufacturing Diversified Index, and the
reinvestment of dividends.
<TABLE>
<CAPTION>
S&P
Measurement Period Manufacturing
(Fiscal Year Covered) MascoTech S&P 500 Diversified
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 62.30 96.89 99.13
1991 62.30 126.28 121.49
1992 150.82 135.88 131.67
1993 364.66 149.52 159.82
1994 171.93 151.55 165.46
</TABLE>
12
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Messrs.
Dow, Gargaro and Morgan. 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 1994, the Company paid such firm aggregate
fees of $500,000, plus expenses, for services in connection with the Company's
public offering of convertible debt securities and general investment advisory
services. Mr. Gargaro, an executive officer of Masco Corporation, 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.
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 home improvement, building
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. For 1994, the Company paid Masco
Corporation approximately $11 million 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 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.
13
<PAGE> 16
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. 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 March 15, 1995,
the Company and Masco Corporation owned 41.6 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 $3 million for 1994 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 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
14
<PAGE> 17
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 1993, the Company and Masco Corporation partially restructured their
affiliate relationships through transactions that reduced Masco Corporation's
common equity ownership of the Company and resulted in the Company's acquisition
of Masco Corporation's investment in Emco Limited, a major Canadian manufacturer
and distributor of building and energy-related products. As part of the
consideration for the restructuring, Masco Corporation received from the Company
seven-year warrants to purchase 10 million shares of the 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 through March 1997 up to $200 million
of subordinated debentures, and in connection therewith the Company pays an
annual commitment fee to Masco Corporation of $250,000. 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.
MascoTech GmbH, a German 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 outstanding payable to MascoTech GmbH during 1994 was
approximately $1.7 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
15
<PAGE> 18
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. During 1994 as a result of such sales and
other transactions, the Company paid approximately $.5 million and $3.4 million
to Masco Corporation and TriMas, respectively, and received approximately $5.5
million and $1.9 million from Masco Corporation and TriMas, respectively. In
addition, Masco Corporation paid approximately $2.1 million to TriMas for 1994
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 1995.
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. The participating executive officers of
the Company purchased TriMas shares as follows, and have paid off their
promissory notes: 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); 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
16
<PAGE> 19
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 1993, as part of its plan to dispose of its energy-related businesses,
the Company sold Lamons Metal Gasket Co. to TriMas for a purchase price of $60
million plus additional future payments contingent upon the profitability of
Lamons. 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.
Subject to certain conditions, and upon the request of the Company or Masco
Corporation, 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, including Mr. Manoogian, under the incentive
programs established by such companies which are described above. TriMas
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 the 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.
17
<PAGE> 20
The following table sets forth the number of shares of Masco Corporation
and TriMas Corporation common stock beneficially owned as of March 15, 1995 by
the Company's Directors and executive officers and by its Directors and
executive officers as a group:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK OF SHARES OF
MASCO CORPORATION COMMON STOCK OF
BENEFICIALLY TRIMAS CORPORATION
NAME 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................................. 2,339,388 65,468
Richard A. Manoogian.................................. 4,067,398 1,801,852
John A. Morgan........................................ 1,600 8,000
Richard G. Mosteller.................................. 184,383 0
Timothy Wadhams....................................... 9,000 45,484
All 8 Directors and executive officers of the Company
as a group (excluding subsidiary, divisional
and group executives)............................... 4,339,969 1,980,284
</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 2.7 percent of Masco Corporation common stock and 5.4 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 a director.
Shares beneficially owned by Mr. Gargaro and by all Directors and executive
officers of the Company as a group include in each case 28,448 shares of Masco
Corporation common stock and 7,184 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 6,284 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 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 that are exercisable prior to May 15, 1995 (717,740 shares for Mr.
Manoogian, 127,722 shares for Mr. Mosteller and 845,462 shares for all Directors
and executive officers of the Company as a group) and unvested restricted award
shares of Masco Corporation common stock issued under Masco Corporation's
restricted stock incentive plan (18,369 shares for Mr. Gargaro, 49,606 shares
for Mr. Manoogian, 22,367 shares for Mr. Mosteller
18
<PAGE> 21
and 90,342 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 1996 Annual Meeting
of Stockholders of the Company must be received by the Company at its address
stated above by December 26, 1995, to be considered for inclusion in the
Company's Proxy Statement and Proxy relating to such meeting.
INDEPENDENT ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P. 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 L.L.P. 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.
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
EUGENE A. GARGARO, JR.
Secretary
Taylor, Michigan
April 20, 1995
19
<PAGE> 22
MASCOTECH, INC.
ANNUAL MEETING OF STOCKHOLDERS
AT CORPORATE HEADQUARTERS
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
[KEY ENTIRE MAP WITH DIRECTIONS]
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> 23
<TABLE>
<S><C>
+----------+
| |
+----------+
(1) FOR the nominee listed below / / WITHHOLD AUTHORITY to vote for the nominee listed below / /
Nominee as a Class I director. If elected, the nominee will serve until the 1998 Annual Meeting of Stockholders or until his
successor is elected and qualified:
RICHARD A. MANOOGIAN
(2) In their discretion upon such other business as may properly come before the meeting.
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 THE NOMINEE.
Change of Address or
Comments Mark Here / /
Please sign exactly as name appears at left. Executors,
administrators, trustees, et. al. 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 person, if shares are
registered in more than one name, all holders must sign.
Dated:__________________________________________________________, 1995
________________________________________________________________(L.S.)
Signature
________________________________________________________________(L.S.)
Signature
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. / /
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------------------------------------------------------------
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 16, 1995
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 16, 1995 at 2:00 P.M. Eastern daylight time and at any adjournment thereof.
The undersigned hereby acknowledges receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement.
(Continued and to be dated and signed on the reverse side.)
MASCOTECH, INC.
P.O. BOX 11558
NEW YORK, N.Y. 10203-0558
</TABLE>
<PAGE> 24
<TABLE>
<S><C>
+----------+
| |
+----------+
(1) FOR the nominee listed below / / WITHHOLD AUTHORITY to vote for the nominee listed below / /
Nominee as a Class I director. If elected, the nominee will serve until the 1998 Annual Meeting of Stockholders or until his
successor is elected and qualified:
RICHARD A. MANOOGIAN
(2) In their discretion upon such other business as may properly come before the meeting.
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 THE NOMINEE.
Change of Address or
Comments Mark Here / /
Please sign exactly as name appears at left. Executors,
administrators, trustees, et. al. 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 person, if shares are
registered in more than one name, all holders must sign.
Dated:__________________________________________________________, 1995
________________________________________________________________(L.S.)
Signature
________________________________________________________________(L.S.)
Signature
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. / /
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
- ------------------------------------------------------------------------------------------------------------------------------------
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 16, 1995
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 16, 1995 at
2:00 P.M. Eastern daylight time and at any adjournment thereof.
The undersigned hereby acknowledges receipt of the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement.
(Continued and to be dated and signed on the reverse side.)
MASCOTECH, INC.
P.O. BOX 11558
NEW YORK, N.Y. 10203-0558
</TABLE>
