MASCOTECH INC
10-Q, 1996-08-14
MOTOR VEHICLE PARTS & ACCESSORIES
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                        SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, D.C.  20549

                                     FORM 10-Q

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


For Quarterly Period Ended June 30, 1996
Commission File Number 1-12068

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



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


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



                                (313) 274-7405                                 
                                (Telephone Number)



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

                          Yes   X     No      


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

                                                   Shares Outstanding at
               Class                                  July 31, 1996     
                                                              
Common stock, par value $1 per share                     55,100,000
<PAGE>









                                  MASCOTECH, INC.

                                       INDEX


                                                         Page No.


Part I.  Financial Information

  Item 1.  Financial Statements                             

           Consolidated Condensed Balance Sheet -
              June 30, 1996 and December 31, 1995            1

           Consolidated Condensed Statements of Operations
              For the Three and Six Months Ended
              June 30, 1996 and 1995                         2

           Consolidated Condensed Statement of 
              Cash Flows for the Six Months
              Ended June 30, 1996 and 1995                   3

           Notes to Consolidated Condensed Financial
              Statements                                    4-5

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

Part II. Other Information and Signature                    8-9

<PAGE>

                          PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                                  MASCOTECH, INC.
                       CONSOLIDATED CONDENSED BALANCE SHEET
                        June 30, 1996 and December 31, 1995
                              (Dollars in thousands)

                                                June 30,       December 31,
    ASSETS                                       1996             1995    
Current assets:
    Cash and cash investments                 $   17,450       $   16,380
    Receivables                                  191,900          216,490
    Inventories                                   81,280           94,420
    Deferred and refundable income taxes          11,050           51,300
    Prepaid expenses and other assets             24,690           25,750
    Net current assets of businesses held 
      for disposition                             39,190           62,410
              Total current assets               365,560          466,750

Equity and other investments in affiliates       256,510          237,530
Property and equipment, net                      405,300          466,450
Excess of cost over net assets of acquired                         
  companies                                       70,020          115,750
Notes receivable and other assets                 47,890           47,780
Net non-current assets of businesses held
  for disposition                                 20,720          104,510
              Total assets                    $1,166,000       $1,438,770

    LIABILITIES
Current liabilities:
    Accounts payable                          $   73,160       $   99,710 
    Accrued liabilities                           94,220           82,400
    Current portion of long-term debt              2,550            5,150
              Total current liabilities          169,930          187,260

Long-term debt                                   448,740          701,910
Deferred income taxes and other long-term
  liabilities                                    135,600          134,420
              Total liabilities                  754,270        1,023,590

    SHAREHOLDERS' EQUITY
Preferred stock, $1 par, shares authorized:
    25 million; outstanding: 10.8 million         10,800           10,800
Common stock, $1 par, shares authorized:
    250 million; outstanding: 55.4 million
    and 55.5 million                              55,390           55,520
Paid-in capital                                  304,850          307,910
Retained earnings                                 37,250           32,380 
Cumulative translation adjustments                 3,440            8,570 
              Total shareholders' equity         411,730          415,180
              Total liabilities and 
                shareholders' equity          $1,166,000       $1,438,770



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

                                        1

<PAGE>
   
                                  MASCOTECH, INC.
                  CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
             For the Three and Six Months Ended June 30, 1996 and 1995
                  (Dollars in thousands except per share amounts)

                                   Three Months Ended       Six Months Ended  
                                         June 30,               June 30,        
                                     1996        1995        1996      1995   

Net sales                         $ 345,060   $ 439,290    $ 718,980  $ 884,300
Cost of sales                      (287,130)   (370,040)    (599,610)  (738,590)
Selling, general and         
  administrative expenses          (33,830)    (46,890)      (71,360)   (93,280)
Charge for disposition of 
  businesses, net                   (29,520)     (1,000)     (31,520)    (2,500)
     Operating profit (loss)         (5,420)     21,360       16,490     49,930

Other income (expense), net:   
   Interest expense                  (6,840)    (13,110)     (14,760)   (27,800)
   Equity and interest income                                  
     from affiliates                  11,700      11,360      18,340     18,410
   Gain from change in investment of
     equity affiliate                  ---         5,100        ---       5,100
   Other income (expense), net           140         770       (2,600)    2,760
                                       5,000       4,120          980    (1,530)

Income (loss) before income taxes
  and cumulative effect of
  accounting change, net                (420)     25,480       17,470    48,400
Income taxes                           6,240      10,380       13,390    19,840
Income (loss) before cumulative effect
  of accounting change, net           (6,660)     15,100        4,080    28,560
Cumulative effect of accounting
  change, net                           ---         ---        11,700     ---  

Net income (loss)                   $  (6,660)  $  15,100   $  15,780 $  28,560

Preferred stock dividends           $   3,240   $   3,240   $   6,480 $   6,480

Earnings (loss) attributable to 
  common stock                      $  (9,900)  $  11,860   $   9,300 $  22,080

Earnings (loss) per common and 
 common equivalent share:
 Primary:
   Earnings (loss) before cumulative
     effect of accounting change, net   $(.18)      $ .21       $(.04)    $ .39
   Cumulative effect of accounting
     change, net                          --          --          .20       -- 
   Earnings (loss) attributable to
     common stock                       $(.18)      $ .21       $ .16     $ .39

Cash dividends declared                 $ .04       $ .03       $ .08     $ .03




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

                                       2
<PAGE>

                                 MASCOTECH, INC.
                  CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                  For the Six Months Ended June 30, 1996 and 1995
                              (Dollars in thousands)
                                                          Six Months Ended
                                                               June 30       
                                                         1996          1995  
CASH FROM (USED FOR):
     OPERATIONS:
         Net cash from earnings                       $  44,320     $ 40,190 
         (Increase) decrease in inventories               7,830       (1,150)
         (Increase) in receivables                       (2,890)      (8,940)
         Increase (decrease) in accounts payable
            and accrued liabilities                      11,140      (25,800)
         Decrease in marketable securities, net           ---         53,230 
         Other, net                                      29,720       33,550 
            Net cash from operating activities           90,120       91,080 

     FINANCING:
         Retirement of Senior Subordinated Notes          ---       (233,150)
         Payment of other debt                         (257,650)     (48,460)
         Increase in other debt                             720      173,750 
         Retirement of Company Common Stock              (6,140)      (5,990)
         Payment of preferred stock dividends            (6,480)      (6,480)
         Payment of common stock dividends               (4,430)      (3,550)
         Other, net                                       1,920       (3,170)
            Net cash (used for) financing       
               activities                              (272,060)    (127,050)

     INVESTMENTS:
         Capital expenditures                           (19,550)     (35,620)
         Proceeds from sale of businesses               198,020       37,400
         Acquisition of businesses                       (4,470)     (22,810)
         Receipt of cash from notes receivable            8,610        5,160
         Net assets of businesses held 
            for disposition                                (820)       7,790 
         Other, net                                       1,220       (2,540)
            Net cash from (used for) investing
               activities                               183,010      (10,620)
 
CASH AND CASH INVESTMENTS:                                      
     Increase (decrease) for the six months               1,070      (46,590)
     At January 1                                        16,380       61,950
     At June 30                                       $  17,450    $  15,360

Supplemental Cash Flow Information:
     Net cash paid (refunded) during the period for:
          Interest                                    $   8,680    $  33,470
          Income taxes                                $ (23,150)   $   3,060







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

                                      3
<PAGE>

                                  MASCOTECH, INC.

               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.    In the opinion of the Company, the accompanying unaudited consolidated
      condensed financial statements contain all adjustments, which are normal 
      and recurring in nature, necessary to present fairly its financial 
      position as at June 30, 1996 and the results of operations for the three 
      and six months ended June 30, 1996 and 1995 and cash flows for six 
      months ended June 30, 1996 and 1995.  In addition, the balance sheet 
      as of June 30, 1996 and December 31, 1995 reflects the segregation of 
      net current and net non-current assets related to the plan, adopted in 
      late 1994, to dispose of certain businesses.  Certain 1995 amounts have
      been reclassified to conform to the presentation adopted in calendar 
      1995.

      Primary loss per common share was calculated based on 55.4 million 
      weighted average common shares and common equivalent shares outstanding
      for the three months ended June 30, 1996.  Primary earnings per common 
      share was calculated based on 58.7 million weighted average common and 
      common equivalent shares outstanding for the three months ended June 
      30, 1995. Primary earnings per common share was calculated based on 
      56.6 million and 58.9 million weighted average common shares 
      outstanding for the six months ended June 30, 1996 and 1995, 
      respectively.  The convertible preferred stock did not meet the 
      criteria for inclusion as a common stock equivalent for the
      six months and three months ended June 30, 1996 and 1995.  Earnings per
      common share for the periods ended June 30, 1996 were computed based upon
      the treasury stock method and, in 1995, the modified treasury stock 
      method, which results in an assumed interest expense reduction and 
      incremental shares based on the assumed conversion of all stock options
      and warrants. 

      Fully diluted earnings per common share are only presented when the 
      assumed conversion of convertible securities is dilutive.  Convertible
      securities did not have a dilutive effect on earnings (loss) per 
      common share for the six months and three months ended June 30, 1996 
      and 1995.

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

                                                June 30,      December 31,
                                                  1996           1995  

          Finished goods                        $ 15,810       $ 21,120
          Work in process                         34,280         38,480
          Raw materials                           31,190         34,820

                                                $ 81,280       $ 94,420

C.    Property and equipment, net reflects accumulated depreciation of $279
      million and $281 million as at June 30, 1996 and December 31, 1995,
      respectively.

D.    On May 31, 1996 the Company completed the previously announced sale of
      MascoTech Stamping Technologies, Inc.  (MSTI), a wholly owned 
      subsidiary, to Tower Automotive, Inc. (Tower) which resulted in a 
      second quarter after-tax loss of approximately $26 million ($.47 per 
      share), including losses of approximately $1 million after-tax ($.03 
      per share) related to the closure of a MSTI manufacturing facility not
      included in the sale.  MSTI had sales of approximately $190 million in
      1995.  The Company has received initial consideration of approximately
      $80 million consisting principally of $55 million in cash, 785,000 
      shares of Tower common stock and warrants to purchase additional Tower
      common stock.  The Company applied the cash proceeds (including 
      approximately $14 million received from the subsequent sale of 600,000
      shares of Tower common stock) to reduce its indebtedness in the second
      quarter. The Company may receive additional consideration, contingent
      upon the future earnings of MSTI over the next three years, which if 
      entirely earned, would substantially offset the loss.

                                       4

<PAGE>

                                  MASCOTECH, INC.

               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                    (concluded)

E.    The liability for accrued exit costs approximated $18 million at December
      31, 1995.  During the first six months of 1996, $3 million of exit costs
      were charged against the accrual.  The accrual was further reduced by
      approximately $4 million to reflect expected reduced future costs,
      principally employee retirement costs.  At June 30, 1996 the accrual 
      was $14 million.

F.    The Company was required to adopt Statement of Financial Accounting
      Standards No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-
      Lived Assets and for Long-Lived Assets to Be Disposed Of", effective 
      January 1, 1996.  SFAS 121 requires that long-lived assets and certain
      identifiable intangible assets held for disposition be reported at the
      lower of carrying value at date of decision to dispose or fair value 
      less cost to sell.  The Company determined that the estimated proceeds
      of the businesses held for sale at January 1, 1996 exceeded the 
      carrying value for such assets, and accordingly, has recorded income 
      in the first quarter of 1996, classified as a cumulative effect of 
      accounting change, in the amount of $11.7 million after-tax to reflect
      the impact of adopting SFAS 121.

G.    The following presents combined supplemental financial data of the 
      Company and TriMas Corporation as one entity, with MascoTech as the 
      parent company. The Company had an equity ownership interest in TriMas
      of approximately 41 percent at June 30, 1996 and June 30, 1995, 
      respectively.  Intercompany transactions have been eliminated.  
      Approximate combined condensed financial data are as follows (in 
      thousands):

                                                           June 30          
                                                      1996           1995   

           Current assets                         $   655,000     $  728,450  
           Current liabilities                       (231,320)      (243,330)
             Working capital                          423,680        485,120
           Property and equipment, net                581,320        600,060 
           Excess of cost over net          
             assets of acquired companies             152,380        198,450
           Other assets                               278,240        468,930
           Long-term debt                            (635,780)    (1,001,860)
           Deferred income taxes and                                 
             other long-term liabilities             (173,550)      (131,620)
           Equity of the other shareholders 
             of TriMas                               (214,560)      (184,700)
             Equity of shareholders of 
               MascoTech                          $   411,730     $  434,380 
           
           Net sales                              $ 1,024,580     $1,182,130 

           Operating profit                       $    71,550     $  103,830 

           Cumulative effect of accounting change $    11,700     $    ---  

           Net income                             $    15,780     $   28,560 
           
           Earnings attributable to 
             common stock                         $     9,300     $   22,080 
                       
                                      5

<PAGE>
                                  MASCOTECH, INC.

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

      Sales for the second quarter ended June 30, 1996 declined to $345 million
from $439 million in 1995, reflecting the disposition of certain businesses as
part of the Company's previously announced restructuring plan.  Sales of the
Company's remaining core transportation-related businesses, which approximated
$279 million, increased nine percent in the second quarter of 1996 as compared
with the prior year quarter, while sales of the Company's businesses held for 
sale or sold decreased 64 percent from the comparable period in 1995.

      Sales for the six month period ended June 30, 1996 decreased 19 percent 
over the comparable period in 1995, reflecting the disposition of certain 
businesses as part of the Company's previously announced restructuring plan.
Sales of the Company's remaining core transportation-related businesses, 
which approximated $557 million, increased eight percent compared to the 
prior year period.  Sales of the Company's businesses held for sale or sold,
which approximated $162 million, decreased 56 percent from the comparable 
period in 1995.

      Income after preferred stock dividends and excluding the losses related to
the previously announced disposition of MascoTech Stamping Technologies, Inc.
(MSTI) in the second quarter of 1996 would have been approximately $16 
million or $.29 per common share, compared with $11.9 million or $.21 per 
common share in the comparable period in 1995.  Including losses related to 
the disposition of MSTI, second quarter 1996 loss after preferred stock 
dividends was $9.9 million or $.18 per common share.

      Operating profit for the Company's remaining core businesses before 
general corporate expense and charge on disposition of businesses, net for 
the six months and three months ended June 30, 1996 was approximately $69 
million and $35 million, respectively, as compared with $65 million and $32 
million for the comparable periods in 1995.  Businesses held for sale or 
sold had operating losses before general corporate expense and charge on 
disposition of businesses, net for the six months and three months ended 
June 30, 1996 of approximately $9 million and $5 million, respectively, as 
compared to $3 million and $5 million for the comparable periods in 1995.  
Second quarter 1996 results benefitted from reduced interest expense as 
proceeds from the divestiture of businesses were applied to reduce the 
Company's indebtedness. Second quarter 1995 results include a pre-tax gain 
of approximately $5 million resulting from the sale of stock by an equity
affiliate.  The unusual relationship of tax expense to pre-tax amounts in 
1996 is the result of a significant portion of the loss on the sale of MSTI 
not being deductible for tax purposes.

      In December 1994, the Company announced the planned disposition of a 
number of businesses, including its Architectural Products, Defense and 
certain of its transportation-related businesses, as part of its long-term 
strategic plan to increase the focus on its core operating capabilities.  To
date, the Company has disposed of certain of such businesses for proceeds 
(including related tax benefits) aggregating approximately $315 million.  
The Company expects that the divestiture of the remaining businesses held 
for sale will be completed in 1996 for additional proceeds (including related
tax benefits) approximating $85 million.  At June 30, 1996 the net assets of
businesses held for disposition decreased by $107 million as compared to 
December 31, 1995 as a result of the disposition of such businesses and from
the reduction of assets employed in these businesses through operating 
activity.

      On May 31, 1996 the Company completed the previously announced sale of
MSTI, a wholly owned subsidiary, to Tower Automotive, Inc.  The disposition 
of MSTI and the related closure of a MSTI manufacturing facility not included
in the sale resulted in after-tax losses of approximately $26 million (or 
$.47 per share) in the second quarter.  The Company has received initial 
consideration of approximately $80 million consisting principally of $55 
million in cash, 785,000 shares of Tower common stock and warrants to 
purchase additional Tower common stock.  The Company applied the cash 
proceeds (including approximately $14 million received from the subsequent 
sale of 600,000 shares of Tower common stock) to reduce its indebtedness in 
the second quarter.  The Company may receive additional consideration, 
contingent upon the future earnings of MSTI over the next three years, which
if entirely earned, would substantially offset the loss.

      The Company paid a cash dividend of $.04 per common share in the second
quarter of 1996 and the Board of Directors declared a dividend of $.05 per 
common share, a 25 percent increase in the quarterly dividend rate, on 
July 12, 1996 payable on August 12, 1996.

                                      6

<PAGE>

                                  MASCOTECH, INC.

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


      Additional borrowings available under the Company's revolving credit
agreement and otherwise, proceeds from the disposition of businesses held for
sale and anticipated internal cash flow are expected to provide sufficient 
liquidity to fund the Company's near-term working capital needs and capital 
expansion programs.  The Company believes that its longer-term working 
capital and other general corporate requirements will be satisfied through 
its internal cash flow, revolving credit agreement, the disposition of 
certain financial assets and, to the extent necessary, future financings in 
the financial markets.  At June 30, 1996, current assets were in excess of 
two times current liabilities.












                                       7
<PAGE>

                            PART II.  OTHER INFORMATION
                                  MASCOTECH, INC.

Items 1, 2, 3, and 5 are not applicable.


Item 4. Submission of Matters to a Vote of Security Holders

        The annual meeting of shareholders was held on May 21, 1996 at which 
        the three nominees for the Company's Board of Directors identified 
        in the Company's proxy statement dated April 29, 1996 were elected, 
        and the Board of Directors recommendation of Coopers & Lybrand L.L.P. 
        as independent auditors for the Company for the year 1996 was 
        approved. Following is a tabulation of shares voted:

        Election of Directors:

               Peter A. Dow (1)  Roger T. Fridholm   Eugene A. Gargaro, Jr.(1)

        For       55,152,597           55,442,353             54,995,452

        Withheld     814,464              524,708                971,609


        (1) Re-elected




        Ratification of the Selection of Coopers & Lybrand L.L.P. as 
        Independent Auditors for the Company for the Year 1996


        For          55,775,601
        Against          72,779
        Abstain         118,681



Item 6. Exhibits and Reports on Form 8-K


        (a) Exhibits:
       

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


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


         Exhibit 27     Financial Data Schedule




        (b) Reports on Form 8-K:


         1. Report on Form 8-K dated June 17, 1996 reporting under Item 2
            "Acquisition or Disposition of Assets" and under Item 7 unaudited
            pro forma consolidated condensed balance sheet as of March 31, 
            1996 and unaudited pro forma consolidated condensed income 
            statements for the year ended December 31, 1995 and for the three
            months ended March 31, 1996 for the assumed disposition of 
            MascoTech Stamping Technologies, Inc., a wholly owned subsidiary
            of the registrant.


                                       8

<PAGE>






                                     SIGNATURE


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




                                          MASCOTECH, INC.
                                              (Registrant)




Date: August 13, 1996                   By: /s/ Timothy Wadhams             
                                            Timothy Wadhams
                                            Vice President - Controller
                                              and Treasurer
                                            (Chief accounting officer
                                              and authorized signatory)




                                      9
<PAGE>


                                  MASCOTECH, INC.

                                   EXHIBIT INDEX



Exhibit                                                           Sequential
                                                                   Page No. 

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

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

Exhibit 27        Financial Data Schedule                            



                                                                   Exhibit 11

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

<TABLE>
<CAPTION>
                                                   Three Months Ended     Six Months Ended 
                                                         June 30,              June 30,     
                                                     1996        1995       1996       1995 
      PRIMARY:
<S>                                                <C>         <C>        <C>        <C>  
        Income (loss) before cumulative effect
          of accounting change                     $(6,660)    $15,100    $ 4,080    $28,560
        Preferred stock dividends                    3,240       3,240      6,480      6,480
        Income (loss) before cumulative effect
          of accounting change attributable to
          common stock                              (9,900)     11,860     (2,400)    22,080
        Add after tax interest expense reduction
          on conversion of stock options and
          warrants                                    ---          320       ---         640
        Earnings (loss) before cumulative effect
          of accounting change attributable to
          common stock                              (9,900)     12,180     (2,400)    22,720
        Cumulative effect of accounting change        ---         ---      11,700       --- 
        Earnings (loss) attributable to common
            stock, as adjusted                     $(9,900)    $12,180    $ 9,300    $22,720

        Weighted average number of common shares
          outstanding during each period            55,390      56,220     55,360     56,420
        Addition from assumed exercise of stock
          options and warrants                        ---        2,430      1,210      2,430 
        Weighted average number of common shares    
          and equivalents outstanding during each       
          period--without dilution                  55,390      58,650     56,570     58,850

        Primary earnings (loss) per common and
          common equivalent share:

            Earnings (loss) before cumulative
              effect of accounting change            $(.18)      $ .21      $(.04)     $ .39
            Cumulative effect of accounting change     --          --         .20        --   
            Earnings (loss) attributable to
              common stock                           $(.18)      $ .21      $ .16      $ .39
</TABLE>











      Earnings per common share for the periods ended June 30, 1995 were
computed based on the modified treasury stock method which results in an 
assumed interest expense reduction and incremental shares based on assumed 
conversion of all stock options and warrants and, in 1996, on the treasury 
stock method.

<PAGE>

                                                                   Exhibit 11

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

<TABLE>
<CAPTION>
                                                   Three Months Ended     Six Months Ended 
                                                         June 30,              June 30,     
                                                     1996        1995       1996       1995 

      FULLY DILUTED:
<S>                                                <C>         <C>       <C>        <C>
        Income (loss) before cumulative effect of
          of accounting change                     $(6,660)    $15,100    $ 4,080    $28,560
        Preferred stock dividends                    3,240       3,240      6,480      6,480
        Income (loss) attributable to common stock  (9,900)     11,860     (2,400)    22,080
        Add interest reduction on conversion of
          stock options and warrants                  ---          250       ---         580
        Earnings (loss) before cumulative effect
          of accounting change attributable to
          common stock                              (9,900)     12,110     (2,400)    22,660
        Cumulative effect of accounting change        ---         ---      11,700       --- 
        Earnings (loss) attributable to common
          stock, as adjusted                       $(9,900)    $12,110    $ 9,300    $22,660

        Weighted average number of common shares
          outstanding during each period            55,390      56,220     55,360     56,420
        Addition from assumed exercise of stock 
          options and warrants                        ---        2,430      1,630      2,430   
        Weighted average number of common shares
          and equivalents outstanding during
          each period
          --fully diluted basis                     55,390      58,650     56,990     58,850

        Fully diluted earnings (loss) per common
          and common equivalent share:

            Earnings (loss) before cumulative
              effect of accounting change            $(.18)      $ .21      $(.04)     $ .39
            Cumulative effect of accounting change     --          --         .20        -- 
            Earnings (loss) attributable to
              common stock                           $(.18)      $ .21      $ .16      $ .39
</TABLE>











      Earnings per common share for the periods ended June 30, 1995 were
computed based on the modified treasury stock method which results in an 
assumed interest expense reduction and incremental shares based on assumed 
conversion of all stock options and warrants and, in 1996, the treasury 
stock method.




                                                                   Exhibit 12

                                  MASCOTECH, INC.
          Computation of Ratio of Earnings to Combined Fixed Charges and
                             Preferred Stock Dividends
                              (Dollars in thousands)

<TABLE>
<CAPTION>
                                6 Months 
                                  Ended    
                                June 30,           For The Years Ended December 31         
                                  1996      1995       1994      1993      1992      1991  
<S>                             <C>     <C>        <C>        <C>      <C>
Earnings (Loss) Before Income
  Taxes and Fixed Charges:

  Income (loss) from continuing
    operations before income
    taxes (credit), 
    extraordinary income (loss)
    and cumulative effect of
    accounting change           $ 17,470  $100,280  $(264,490) $121,180  $ 68,250  $(12,470)

  Deduct equity in
    undistributed earnings
    of less-than-fifty-
    percent owned companies....  (14,060)  (29,590)   (23,350)  (19,930)  (21,760)   (3,530)
  Add interest on
    indebtedness, net..........   15,210    51,500     51,290    83,000    87,830   124,220
  Add amortization of debt
    expense....................      750     1,670      3,450     4,390     1,930     2,230
  Estimated interest factor
    for rentals................    3,290     7,070      6,220     5,550     5,740     5,220
  Earnings (loss) before income
    taxes and fixed charges.... $ 22,660  $130,930  $(226,880) $194,190  $141,990  $115,670

Fixed Charges:

  Interest on indebtedness,
    net........................ $ 15,260  $ 51,690  $  51,540  $ 83,110  $ 87,980  $124,370
  Amortization of debt
    expense....................      750     1,670      3,450     4,390     1,930     2,230
  Estimated interest factor
    for rentals................    3,290     7,070      6,220     5,550     5,740     5,220

      Total fixed charges......   19,300    60,430     61,210    93,050    95,650   131,820

  Preferred stock dividend
    requirement (a)............   10,760    21,970     14,630    25,860    17,140    11,350

  Combined fixed charges and
    preferred stock dividends.. $ 30,060  $ 82,400  $  75,840  $118,910  $112,790  $143,170

Ratio of earnings to
  fixed charges................   1.2       2.2         -- (c)   2.1       1.5        .9(e)

Ratio of earnings to combined
  fixed charges and preferred
  stock dividends..............    .8(b)    1.6         -- (d)   1.6       1.3        .8(f)
</TABLE>



  (a) Represents amount of income before provision for income taxes required
      to meet the preferred stock dividend requirements of the Company and 
      its 50% owned companies.
  (b) Six months ended June 30, 1996 earnings are inadequate to cover combined
      fixed charges and preferred stock dividends by $7,400.
  (c) 1994 results of operations are inadequate to cover fixed charges by
      $288,090.
  (d) 1994 results of operations are inadequate to cover combined fixed charges
      and preferred stock dividends by $302,720.
  (e) 1991 earnings are inadequate to cover fixed charges by $16,150.
  (f) 1991 earnings are inadequate to cover combined fixed charges and         
      preferred stock dividends by $27,500.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1996 MASCOTECH, INC. 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          17,450
<SECURITIES>                                         0
<RECEIVABLES>                                  191,900
<ALLOWANCES>                                         0
<INVENTORY>                                     81,280
<CURRENT-ASSETS>                               365,560
<PP&E>                                         683,800
<DEPRECIATION>                               (278,500)
<TOTAL-ASSETS>                               1,166,000
<CURRENT-LIABILITIES>                          169,930
<BONDS>                                        448,740
                                0
                                     10,800
<COMMON>                                        55,390
<OTHER-SE>                                     345,540
<TOTAL-LIABILITY-AND-EQUITY>                 1,166,000
<SALES>                                        718,980
<TOTAL-REVENUES>                               718,980
<CGS>                                          599,610
<TOTAL-COSTS>                                  599,610
<OTHER-EXPENSES>                                31,520
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              14,760
<INCOME-PRETAX>                                 17,470
<INCOME-TAX>                                    13,390
<INCOME-CONTINUING>                              4,080
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                       11,700
<NET-INCOME>                                    15,780
<EPS-PRIMARY>                                      .16
<EPS-DILUTED>                                      .16
        

</TABLE>


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