<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 21, 1996
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 three Class II Directors;
2. To consider and act upon the ratification of the selection of Coopers &
Lybrand L.L.P. as independent auditors for the Company for the year
1996; and
3. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 29, 1996 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 29, 1996
<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS OF
MASCOTECH, INC.
May 21, 1996
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 21, 1996 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 or Preferred 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 29, 1996 will
be entitled to vote at the Annual Meeting. On that date, the outstanding voting
securities of the Company consisted of 55,215,775 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 45 percent of the Company's voting
securities and intend to vote their shares in favor of the nominees, for the
ratification of the selection of Coopers & Lybrand L.L.P. 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 Annual 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. This Proxy Statement and the enclosed Proxy are being mailed or given
to stockholders on or about April 29, 1996.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. The term of office of
the Class II Directors expires at the meeting. Richard G. Mosteller, Senior Vice
President - Finance of Masco Corporation,
<PAGE> 4
has decided not to stand for re-election. The Board of Directors wishes to
express its appreciation to Mr. Mosteller for his contributions as a Director of
the Company since 1984. The Board of Directors proposes the election of Peter A.
Dow and Eugene A. Gargaro, Jr., who are currently Directors, and also nominates
Roger T. Fridholm for election to the Board. The Class II Directors will serve
for a term expiring at the 1999 Annual Meeting or until their respective
successors are elected and qualified. There is currently a vacancy in the Class
I Directors, for which the Board of Directors has not presently proposed a
nominee. Proxies cannot be voted for a greater number of persons than the number
of nominees named. The current Class I and Class III Directors have been elected
to serve for terms which expire at the Annual Meeting of Stockholders in 1998
and 1997, respectively, or until their respective successors are elected and
qualified. 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 the above 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 capital stock of the Company will constitute a quorum at the Annual
Meeting. Broker non-votes and abstentions will be counted toward the
establishment of a quorum. Assuming a quorum is present, Directors are elected
by a plurality of the votes cast. The three individuals who receive the largest
number of votes cast will be elected as Directors; therefore, 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.
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
HAS SERVED BENEFICIALLY
NAME, AGE, PRINCIPAL AS A OWNED AS OF
OCCUPATION AND OTHER DIRECTORSHIPS DIRECTOR SINCE MARCH 1, 1996
- - ----------------------------------------------------------- -------------- -----------------
<S> <C> <C>
CLASS I (TERM TO EXPIRE AT 1998 ANNUAL MEETING)
Richard A. Manoogian, 59................................... 1984 5,111,142
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 First Chicago
NBD Corporation
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF COMPANY
COMMON STOCK
HAS SERVED BENEFICIALLY
NAME, AGE, PRINCIPAL AS A OWNED AS OF
OCCUPATION AND OTHER DIRECTORSHIPS DIRECTOR SINCE MARCH 1, 1996
- - ----------------------------------------------------------- -------------- -----------------
<S> <C> <C>
CLASS II (NOMINEES FOR TERM TO EXPIRE AT 1999 ANNUAL MEETING)
Peter A. Dow, 62........................................... 1992 22,350
Private investor; formerly Vice Chairman, Chief Operating
Officer and Chairman of the Executive Committee of
Campbell-Ewald Company, an advertising and marketing
communications company; director of Fretter, Inc.
Roger T. Fridholm, 55...................................... -- 1,000*
President, The St. Clair Group, a private investment
company; formerly Senior Vice President, Corporate
Development, of Kelly Services, Inc., and President and
Chief Operating Officer of The Stroh Brewery Company;
currently a director of The Stroh Brewery Company, MCN
Corporation and Comerica Bank (a subsidiary of Comerica
Incorporated)
Eugene A. Gargaro, Jr., 54................................. 1984 160,128
Vice President and Secretary of Masco Corporation;
director of Allied Digital Technologies Corporation and
TriMas Corporation
CLASS III (TERM TO EXPIRE AT 1997 ANNUAL MEETING)
Erwin H. Billig, 69........................................ 1988 409,980
Vice Chairman of the Board of the Company and its former
President and Chief Operating Officer; director of Titan
Wheel International, Inc., Emco Limited and OEA, Inc.
John A. Morgan, 65......................................... 1984 24,000
Partner, Morgan Lewis Githens & Ahn, investment bankers;
director of FlightSafety International, Inc., Masco
Corporation, McDermott International, Inc. and TriMas
Corporation
</TABLE>
- - -------------------------
* Shares acquired after March 1, 1996.
For further information concerning the Directors' beneficial ownership of
Company securities, 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 nominees and other Directors have been engaged during the past five
years in their current occupations as shown above, except as described below.
Mr. Dow was Vice Chairman, Chief Operating Officer and Chairman of the Executive
Committee of Campbell-Ewald Company until February, 1995. In addition to his
association with The St. Clair Group since 1991, Mr. Fridholm held the positions
shown above with Kelly Services, Inc. from 1992 to 1994 and was President and
Chief Executive Officer
3
<PAGE> 6
of Of Counsel Enterprises, Inc. during part of 1994. 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 PLLC until he became Vice President and Secretary
of Masco Corporation in October, 1993.
The Board of Directors held four meetings during 1995. The Audit Committee
of the Board of Directors, consisting of Messrs. Dow and Morgan, held two
meetings during 1995. 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 1995. 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 1995 was
$40,000.
4
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
Set forth below is information concerning beneficial ownership of the
Company's securities as of March 1, 1996 by (i) all persons known by the Company
to be the beneficial owners of five percent or more of either Company Common
Stock or Company Preferred Stock, (ii) each of the nominees and Directors, (iii)
each of the named executive officers, and (iv) all current Directors and
executive officers of the Company as a group. Except as indicated below, each
person exercises sole voting and investment power with respect to the shares
listed.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE OF COMPANY
COMPANY COMMON STOCK COMMON STOCK
NAME BENEFICIALLY OWNED BENEFICIALLY OWNED
- - ------------------------------------------------ -------------------- ---------------------
<S> <C> <C>
Masco 24,824,690 44.9%
Corporation...................................
21001 Van Born Road
Taylor, Michigan 48180
Richard A. Manoogian(1)(2)(3)................... 5,111,142 9.1%
Erwin H. Billig(3).............................. 409,980 *
Peter A. Dow.................................... 22,350 *
Roger T. Fridholm............................... 1,000** *
Eugene A. Gargaro, Jr.(1)....................... 160,128 *
John A. Morgan.................................. 24,000 *
Richard G. Mosteller............................ 1,000 *
Lee M. Gardner(3)............................... 246,350 *
Timothy Wadhams(3).............................. 138,300 *
All eight current Directors and executive
officers of the
Company as a group (excluding subsidiary,
divisional
and group executives)(1)(2)(3)................ 6,016,476 10.7%
</TABLE>
- - -------------------------
* Less than one percent.
** Shares acquired after March 1, 1996.
(1) Includes 96,774 shares which can be acquired upon conversion of convertible
debt securities owned by a charitable foundation for which Messrs. Manoogian
and Gargaro serve as directors. Shares beneficially 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 for which Mr.
Gargaro serves as a director, 27,000 shares held by trusts for which Mr.
Gargaro serves as a trustee and 4,354 shares which can be acquired upon
conversion of convertible debt securities owned by such trusts. The
directors of the foundations and the trustees share voting and investment
power with respect to the securities owned by the foundations and trusts,
but Messrs. Gargaro and Manoogian each disclaims beneficial ownership of
such securities.
5
<PAGE> 8
(2) Includes 202,560 shares owned by a charitable foundation for which Mr.
Manoogian serves as a director and 290,232 shares which can be acquired upon
conversion of convertible securities owned by the foundation. In addition,
Mr. Manoogian may be deemed to be the beneficial owner of 200,000 shares of
Company Preferred Stock (1.9 percent of the total issue outstanding) owned
by such charitable foundation. The directors of the foundation share voting
and investment power with respect to the securities owned by the foundation,
but Mr. Manoogian disclaims beneficial ownership of such securities.
(3) Includes shares which may be acquired on or before April 29, 1996 upon
exercise of stock options (300,000 shares for Mr. Billig, 153,430 shares for
Mr. Gardner, 700,000 shares for Mr. Manoogian, 84,980 shares for Mr. Wadhams
and 1,238,410 shares for all Directors and executive officers as a group),
as well as unvested restricted stock award shares held under Masco
Corporation's and/or the Company's restricted stock incentive plans (50,060
shares for Mr. Billig, 63,170 shares for Mr. Gardner, 26,840 shares for Mr.
Manoogian, 33,740 shares for Mr. Wadhams and 173,810 shares for all
Directors and executive officers as a group). Holders exercise neither
voting nor investment power over unexercised option shares, and have sole
voting but no investment power over unvested restricted shares.
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 by Masco Corporation 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, Salomon Inc, Seven World Trade Center, New
York, New York 10048, is the only holder of five percent or more of Company
Preferred Stock. According to its Schedule 13G dated February 13, 1996 and filed
with the Securities and Exchange Commission, as of December 31, 1995, an
indirect, investment advisor subsidiary of Salomon Inc held 922,400 shares,
representing 8.5 percent of the total issue outstanding, and shares both power
to vote and dispose of the securities.
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
the Company's securities and, in the case of Mr. Manoogian, his positions as a
Director and an executive officer of the Company and the other matters described
under "Certain Relationships and Related Transactions."
6
<PAGE> 9
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
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 Standard & Poor's Heavy Trucks and
Parts Index). In addition, the Compensation Committee takes into account the
compensation 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 determined 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 payment 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 paid. There can be variations from the established ranges for a
variety of subjective factors such as an individual's contribution to the
7
<PAGE> 10
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 "1991 Plan"). These awards are intended to direct the recipient's
focus on long-term enhancement in stockholder value and help retain key
employees. 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
restricted stock awards and stock options previously granted to an executive is
also a factor in determining new awards and grants. In general, the potential
opportunity for annual restricted stock awards under the Company's restricted
stock award program is up to thirty percent of base salary. In addition,
supplemental restricted stock awards are granted periodically. 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, that all shares
vest immediately upon death, permanent and total disability 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 early 1995 in
conjunction with awards made to other key corporate office employees based on
the Company's financial performance during 1994.
There were no original stock option grants to named executive officers in
1995. Original stock option grants made under the 1991 Plan generally vest in
installments beginning in the third year and extending through the eighth year
after grant and, unless otherwise provided, may be exercised until the earlier
of ten years from the date of grant or, as to the number of shares then
exercisable, the termination of the employment or consulting relationship of the
participant. 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 stock options and may accept the surrender of an
exercisable stock 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.
Recipients of stock options are eligible to receive restoration options. A
restoration option is granted when a participant exercises an original stock
option and pays the exercise price by delivering shares of Company 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
stock 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
8
<PAGE> 11
to maintain the level of their equity-based interest in the Company through a
combination of direct stock ownership and stock options. No restoration options
were granted to the named executive officers in 1995. The 1991 Plan also
provides that, upon the occurrence of certain events constituting a change in
control of the Company, all stock options previously granted immediately become
fully exercisable, and all restricted stock awards immediately vest. Generally,
if a participant incurs an excise tax under Section 4999 of the Internal Revenue
Code in connection with a payment or distribution following a change in control,
the 1991 Plan provides that the participant will receive an additional payment
as reimbursement for such excise tax.
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 1995 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 has remained at
the same level since 1993. Bonuses were reduced for Mr. Manoogian and the other
executive officers in light of the Company's financial performance in 1995.
Eugene A. Gargaro, Jr.
Peter A. Dow
John A. Morgan
9
<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table summarizes the annual and long-term compensation of the
Company's executive officers (collectively, the "named executive officers") for
1995, 1994 and 1993.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(1) OPTIONS COMPENSATION(2)
- - ----------------------------- ---- -------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian 1995 $400,000 $170,000 $ 118,000 0 $53,000
Chairman of the Board and 1994 400,000 200,000 122,000 0 32,000
Chief Executive Officer(3) 1993 300,000 200,000 0 0 22,000
Lee M. Gardner 1995 $568,000 $242,000 $ 163,000 0 $79,000
President and Chief 1994 531,000 279,000 153,000 7,430(4) 61,000
Operating Officer 1993 474,000 250,000 205,000 0 31,000
Timothy Wadhams 1995 $316,000 $135,000 $ 92,000 0 $45,000
Vice President -- 1994 297,000 155,000 87,000 2,769(4) 34,000
Controller and Treasurer 1993 272,000 143,000 118,000 4,211(4) 24,000
</TABLE>
- - -------------------------
(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 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 named executive officers in 1995: Mr.
Manoogian - 10,000 shares; Mr. Gardner - 13,900 shares; and Mr. Wadhams -
7,800 shares. As of December 31, 1995, the aggregate number and market value
of unvested restricted shares of Company Common Stock (which are expensed by
the Company over their remaining term) held by each of the named executive
officers were: Mr. Manoogian - 26,320 shares valued at $286,000; Mr. Gardner
- 70,040 shares valued at $762,000; and Mr. Wadhams - 37,860 shares valued
at $412,000. Mr. Manoogian also holds restricted stock awards of Company
Common Stock granted to him under a Masco Corporation plan, as to which
there is no cost to the Company. Recipients of restricted stock awards have
the right to receive dividends on unvested shares.
(2) This column includes (a) Company contributions and allocations under the
Company's defined contribution retirement plans for 1995 for the accounts of
each of the named executive officers other than Mr. Manoogian, who does not
participate in these plans: (for 1995: Mr. Gardner - $39,000; and Mr.
Wadhams - $21,000), and (b) cash payments made pursuant to certain tandem
rights associated with the annual vesting of certain restricted stock awards
granted in 1989 (in 1995:
10
<PAGE> 13
Mr. Manoogian - $53,000, Mr. Gardner - $40,000 and Mr. Wadhams - $24,000).
For further information regarding these rights, see "Certain Relationships
and Related Transactions."
(3) Does not reflect the salary Mr. Manoogian received from TriMas Corporation
as its Chairman of the Board ($100,000 for 1995) or salary and bonus from
Masco Corporation as its Chairman of the Board and Chief Executive Officer.
(4) No original stock options were granted in 1993, 1994 or 1995. Options shown
in 1993 and 1994 consist solely of restoration options granted upon the
exercise of previously held stock options. As described in more detail under
"Executive Compensation Committee Report," a restoration option does not
increase the number of shares covered by the original option or extend the
term of the original option.
Year-End Option Value Table
The following table sets forth information concerning the value at December
31, 1995 of unexercised options held by each of the named executive officers
under the Company's stock option plans. In general, options vest over a period
of eight years from the date of grant and expire ten years from the date of
grant, and generally, vesting is contingent on a continuing employment or
consulting relationship with the Company. The value of unexercised options
reflects the increase in market value of Company Common Stock from the date of
grant through December 31, 1995 (the closing price of Company Common Stock on
December 29, 1995, the last trading day of 1995, was $10 7/8 per share). The
value actually realized upon future option exercises by the named executive
officers will depend on the value of Company Common Stock at the time of
exercise.
DECEMBER 31, 1995 OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1995 AT DECEMBER 31, 1995
---------------------------- ----------------------------
NAME UNEXERCISABLE EXERCISABLE UNEXERCISABLE EXERCISABLE
- - --------------------------------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Richard A. Manoogian................... 860,000 940,000 $ 2,848,000 $ 1,578,000
Lee M. Gardner......................... 202,000 131,430 $ 850,000 $ 270,000
Timothy Wadhams........................ 90,000 69,980 $ 574,000 $ 180,000
</TABLE>
11
<PAGE> 14
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 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 named
executive officers) benefits that are otherwise limited by the Code. Messrs.
Gardner and Wadhams have approximately 9 years and 20 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 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
under this plan, which when combined with benefits under the Company's non-
qualified plan, may not exceed a maximum, currently $377,454. A participant may
also receive
12
<PAGE> 15
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 named executive officers other than Mr. Manoogian participate in this
plan.
13
<PAGE> 16
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total stockholder
return on Company Common Stock with the cumulative total return of the Standard
& Poor's 500 Stock Index ("S&P 500 Index"), the Standard & Poor's Manufacturing
(diversified industries) Index ("S&P Manufacturing Diversified Index") and the
Standard and Poor's Heavy Trucks and Parts Index ("S&P Heavy Trucks Index") for
the period from January 1, 1991 through December 31, 1995. Because the Company's
businesses are now principally transportation-related, the Company believes that
a comparison to the S&P Heavy Trucks Index will be more appropriate. The graph
assumes investments of $100 on December 31, 1990 in Company Common Stock, the
S&P 500 Index, the S&P Manufacturing Diversified Index, and the S&P Heavy Trucks
Index, and the reinvestment of dividends.
<TABLE>
<CAPTION>
S&P Mfg.
Measurement Period S&P 500 In- Diversified S&P Heavy
(Fiscal Year Covered) MascoTech dex Index Trucks Index
<S> <C> <C> <C> <C>
1990 100.00 100.00 100.00 100.00
1991 100.00 130.00 122.60 126.78
1992 242.11 139.67 132.76 161.81
1993 585.05 153.53 160.91 199.77
1994 276.19 155.50 166.43 174.06
1995 234.02 213.21 233.94 187.99
</TABLE>
The table below sets forth the value, as of December 31 of each of the
years indicated, of a $100 investment made on December 31, 1990 in each of
Company Common Stock, the S&P 500 Index, the S&P Manufacturing Diversified
Index, and the S&P Heavy Trucks Index, and the reinvestment of dividends.
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
MascoTech $100.00 $100.00 $242.11 $585.05 $276.19 $234.02
S&P 500 Index 100.00 130.00 139.67 153.53 155.50 213.21
S&P Mfg. Diversified Index 100.00 122.60 132.76 160.91 166.43 233.94
S&P Heavy Trucks Index 100.00 126.78 161.81 199.77 174.06 187.99
</TABLE>
14
<PAGE> 17
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 related services
for the Company and Masco Corporation. The Company paid such firm aggregate fees
of $1,500,000, plus expenses, for investment banking and other related services
in 1995 and for assistance in 1995 and 1996 with the divestitures of certain of
the Company's businesses. Such assistance included the evaluation of
alternatives for the divestitures, the development and implementation of
strategies, and the negotiation of the terms of sale. Mr. Gargaro, an executive
officer of Masco Corporation, is the Secretary of the Company although he is not
an employee. Mr. Gargaro is of counsel to Dykema Gossett PLLC, a law firm which
provides legal services to the Company from time to time, for certain matters on
which he worked as a partner at the firm prior to his employment with Masco
Corporation in October 1993. He receives no compensation from the firm. 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 and
building 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 1995, the Company paid Masco
Corporation approximately $9 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 are parties to a Corporate Opportunities
Agreement which addresses potential conflicts of interests with respect to
future business opportunities. This agreement materially restricts the ability
of either party to enter into acquisitions, joint ventures or similar
transactions involving 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.
15
<PAGE> 18
Masco Corporation Stock Repurchase Agreement
Under a Stock Repurchase Agreement, Masco Corporation has the right to sell
to the Company, at a price based on fair market value, shares of Company Common
Stock upon certain events that would result in Masco Corporation's ownership of
Company Common Stock exceeding 49 percent of the Company's then outstanding
shares. 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, all of the liabilities and
obligations of the businesses transferred to it in Masco Corporation's 1984
restructuring, including claims and litigation resulting from events or
circumstances that occurred or existed prior to the transfer, but excluding
specified liabilities, including those related to certain of Masco Corporation's
stock option, restricted stock and pension plans.
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 additional TriMas
common stock for cash. As part of these transactions, the three companies
entered into the agreements described below. As of March 1, 1996, the Company
and Masco Corporation owned 41.4 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 1995 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 are parties to a Corporate
Opportunities Agreement which addresses 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
16
<PAGE> 19
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 a price based on fair market value, shares of
TriMas common stock upon certain events that would result in an increase in
their respective ownership of the then outstanding shares of 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, and
agreed to indemnify the Company against, all of the liabilities and obligations
of the businesses acquired by TriMas from the Company, including claims and
litigation resulting from 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 investments in Emco Limited, a Canadian-based
manufacturer and distributor of building and home improvement and other
industrial 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, after giving effect to such exercise, Masco
Corporation would own more than 35 percent of the outstanding shares of Company
Common Stock. 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 1995 was
approximately $4 million.
17
<PAGE> 20
TriMas acquired several businesses from Masco Corporation in early 1990,
and 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. Sales of products and
services and other transactions occur from time to time among the Company, Masco
Corporation and TriMas. As a result of such transactions in 1995, the Company
paid approximately $641,000 to Masco Corporation and approximately $3.3 million
to TriMas, and received approximately $11.2 million from Masco Corporation and
approximately $572,000 from TriMas. In addition, Masco Corporation paid
approximately $1.8 million to TriMas as a result of transactions in 1995.
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 appropriately undertaken
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. This agreement expired on December 31, 1995.
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 1996.
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 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
18
<PAGE> 21
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 incentive programs established by such companies. 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 currently members of the Company's Board of Directors (although
the term of one of the four, Mr. Mosteller, Senior Vice President - Finance of
Masco Corporation, expires in May 1996, and he is not seeking re-election) 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, Chairman of the Board of TriMas and 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. 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.
The following table sets forth the number of shares of Masco Corporation
and TriMas Corporation common stock beneficially owned as of March 1, 1996 by
the nominees, the current Directors and named executive officers and by the
current Directors and executive officers of the Company as a group.
19
<PAGE> 22
Except as indicated below, each person exercises sole voting and investment
power with respect to the shares listed.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK OF SHARES OF
MASCO CORPORATION COMMON STOCK OF
BENEFICIALLY TRIMAS CORPORATION
NAME(1) OWNED BENEFICIALLY OWNED
- - ------------------------------------------------------- ----------------- ------------------
<S> <C> <C>
Erwin H. Billig........................................ 2,800 31,480
Peter A. Dow........................................... 3,500 7,000
Roger T. Fridholm...................................... 0 0
Lee M. Gardner......................................... 400 10,000
Eugene A. Gargaro, Jr.(1)(2)(3)........................ 2,357,308 70,868
Richard A. Manoogian(1)(2)(3).......................... 4,428,868 1,801,852
John A. Morgan......................................... 1,600 8,000
Richard G. Mosteller(3)................................ 234,683 0
Timothy Wadhams........................................ 9,000 45,484
All eight current Directors and executive officers of
the Company as a group (excluding subsidiary,
divisional and group executives)(1)(2)(3)............ 4,773,159 1,972,684
</TABLE>
- - -------------------------
(1) The only nominee, current 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 beneficially owns 2.7 percent of Masco
Corporation common stock and 4.9 percent of TriMas common stock, and Mr.
Gargaro, who beneficially owns 1.5 percent of Masco Corporation common
stock. Directors and executive officers of the Company as a group
beneficially own 3.0 percent of Masco Corporation common stock and 5.4
percent of TriMas common stock.
(2) Includes 2,265,000 shares of Masco Corporation common stock and 2,000 shares
of TriMas common stock owned by a charitable foundation for which Messrs.
Manoogian and Gargaro serve as directors. Shares beneficially owned by Mr.
Manoogian and by all current 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 for which Mr. Manoogian serves as a director. Shares beneficially
owned by Mr. Gargaro and by all current 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 for which Mr. Gargaro serves as a director and 25,530
shares of Masco Corporation common stock and 11,684 shares of TriMas common
stock held by trusts for which Mr. Gargaro serves as a trustee. The
directors of the foundations and the trustees share voting and investment
power with respect to the Masco Corporation common stock and the TriMas
common stock owned by the foundations and trusts, but Messrs. Manoogian and
Gargaro each disclaim beneficial ownership of such shares.
(3) Ownership of Masco Corporation common stock includes shares which may be
acquired on or before April 29, 1996 upon exercise of stock options
(1,057,740 shares for Mr. Manoogian, 184,722 shares for Mr. Mosteller,
12,000 shares for Mr. Gargaro and 1,254,462 shares for all current
20
<PAGE> 23
Directors and executive officers of the Company as a group) and unvested
restricted stock award shares of Masco Corporation common stock issued under
Masco Corporation's restricted stock incentive plan (21,656 shares for Mr.
Gargaro, 57,387 shares for Mr. Manoogian, 27,344 shares for Mr. Mosteller
and 106,387 shares for all current Directors and executive officers of the
Company as a group). Holders exercise neither voting nor investment power
over unexercised option shares and have voting but no investment power over
unvested restricted shares.
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 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.
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
selected the independent public accounting firm of Coopers & Lybrand L.L.P.
("Coopers & Lybrand") to audit the Company's financial statements for the year
1996, and believes it appropriate to submit its choice for ratification by
stockholders.
Coopers & Lybrand has acted as the Company's independent certified public
accounting firm since the Company's formation in 1984. During such time, it has
performed services of an accounting and auditing nature for the Company as well
as for Masco Corporation and TriMas Corporation. 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.
If the selection is not ratified, the Board will consider selecting another
public accounting firm as the independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT AUDITORS FOR THE COMPANY
FOR THE YEAR 1996.
21
<PAGE> 24
STOCKHOLDERS' PROPOSALS
Stockholders' proposals intended to be presented at the 1997 Annual Meeting
of Stockholders of the Company must be received by the Company at its address
stated above by December 30, 1996, to be considered for inclusion in the
Company's Proxy Statement and Proxy relating to such meeting.
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 29, 1996
22
<PAGE> 25
MASCOTECH, INC.
ANNUAL MEETING OF STOCKHOLDERS
AT CORPORATE HEADQUARTERS
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
[MAP]
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
<TABLE>
<S><C>
/ /
(1) Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote
listed below / / for all nominees listed below / / EXCEPTIONS / /
Class II Directors to hold office until the 1999 Annual Meeting of Stockholders or until their respective successors are elected
and qualified:
Nominees: PETER A DOW, ROGER T. FRIDHOLM and EUGENE A GARGARO, JR.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT
NOMINEE'S NAME.)
(2) Ratification of the selection of Coopers & Lybrand L.L.P. as independent auditors for the Company for the year 1996.
FOR / / AGAINST / / ABSTAIN / /
(3) 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 ALL NOMINEES AND FOR THE RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P.
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: __________________________________, 1996
_________________________________________(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.
</TABLE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 21, 1996
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 21,
1996, 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 11275
NEW YORK, N.Y. 10203-0275
<PAGE> 27
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<S><C>
/ /
(1) Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote
listed below / / for all nominees listed below / / EXCEPTIONS / /
Class II Directors to hold office until the 1999 Annual Meeting of Stockholders or until their respective successors are elected
and qualified:
Nominees: PETER A DOW, ROGER T. FRIDHOLM and EUGENE A GARGARO, JR.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT
NOMINEE'S NAME.)
(2) Ratification of the selection of Coopers & Lybrand L.L.P. as independent auditors for the Company for the year 1996.
FOR / / AGAINST / / ABSTAIN / /
(3) 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 ALL NOMINEES AND FOR THE RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P.
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: __________________________________, 1996
_________________________________________(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.
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PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 21, 1996
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 21, 1996, 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 11275
NEW YORK, N.Y. 10203-0275
