<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 20, 1998
Date of report (Date of earliest event reported)
MASCOTECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12068 38-251395
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
(313) 274-7405
(Registrant's telephone number, including area code)
<PAGE> 2
As previously reported on Form 8-K dated January 20, 1998 and filed
with the Securities and Exchange Commission on January 30, 1998, MascoTech, Inc.
completed its acquisition of TriMas Corporation. This Form 8-K/A is being filed
to include the required financial information relating to the transaction which
was not available at the time of the initial filing on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
In accordance with Rule 3-05(b) of Regulation S-X, the following
financial statements are hereby incorporated by reference from pages F-3 through
F-17 of Registrant's Annual Report on Form 10-K for the year ended December 31,
1997:
TriMas Corporation and subsidiaries audited consolidated financial
statements for the years ended December 31, 1997, 1996 and 1995,
consisting of:
Consolidated Statement of Income
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information.
In accordance with Article 11 of Regulation S-X, the Registrant hereby
files the MascoTech, Inc. Unaudited Pro Forma Consolidated Condensed Financial
Statements as of and for the twelve months ended December 31, 1997, consisting
of:
(i) Unaudited Pro Forma Consolidated Condensed Income Statement
for the twelve months ended December 31, 1997
(ii) Unaudited Pro Forma Consolidated Condensed Balance Sheet as
of December 31, 1997
<PAGE> 3
(c) Exhibits.
99 TriMas Corporation and subsidiaries consolidated financial
statements for the years ended December 31, 1997, 1996 and
1995, incorporated herein by reference to pages F-3 through
F-17 of Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
<PAGE> 4
MascoTech, Inc.
Unaudited Pro Forma Consolidated Condensed Financial Statements
The following unaudited pro forma consolidated condensed balance sheet
and income statement give effect to the following transactions which have
occurred:
Emco Exchange:
The September 30, 1997 exchange of the Company's equity
-- holdings in Emco Limited to Masco Corporation, together with
cash borrowings under the Company's Revolving Credit
Agreement, to retire indebtedness to Masco Corporation and Mr.
Richard A. Manoogian incurred in the Company's 1996 purchase
and retirement of Company Common Stock.
TriMas Acquisition:
The execution of a definitive Acquisition Agreement in January
-- 1998 between the Company and TriMas Corporation ("TriMas")
whereby the Company tendered and completed an offer to
purchase all outstanding TriMas shares, not already owned,
at $34.50 per share with the aggregate purchase price
approximating $920 million financed with cash borrowings
under the Company's $1.3 Billion Credit Agreement.
The pro forma consolidated condensed financial statements reflect these
transactions as if they had been completed at January 1, 1997 for the
consolidated condensed income statement and as of December 31, 1997 for the
consolidated condensed balance sheet. The consolidated condensed balance sheet
assumes that $90 million of the excess purchase price over book value is
allocated to TriMas' property and equipment and the remaining excess of $421
million is allocated to excess of cost over net assets of acquired companies.
These allocations are preliminary, and as such are estimates. Such allocations
could change upon the completion of asset valuations, which are on-going as of
the date of this filing.
The pro forma data does not purport to be indicative of the results
which would actually have been reported if the transactions had occurred on such
dates or which may be reported in the future. The pro forma data should be read
in conjunction with the historical financial statements of the Company and the
related notes to such financial statements.
<PAGE> 5
MascoTech, Inc.
Pro Forma Consolidated Condensed Income Statement
for the twelve months ended December 31, 1997
(unaudited)
(amounts are in thousands except per share amounts)
<TABLE>
<CAPTION>
Company TriMas
Historical Historical Pro Forma Pro Forma
12/31/97 12/31/97 Adjustments Adjusted
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 922,130 $ 667,910 $ 1,590,040
Cost of sales (735,470) (447,940) $ (6,000)(A) (1,189,410)
Selling, general and
administrative expenses (89,930) (106,270) (10,300)(A) (206,500)
Gain on disposition of business 4,980 4,980
---------- ---------- ----------- -----------
Operating profit (loss) 101,710 113,700 (16,300) 199,110
Other income (expense), net:
Interest expense, Masco
Corporation (7,500) 7,500 (B)
Other interest expense (29,030) (5,420) (63,200)(C) (97,650)
Equity and other income
from affiliates 43,360 (34,350)(D) 9,010
Gain from disposition of an
equity affiliate 46,160 (46,160)(E)
Gain from change in investment
of an equity affiliate 18,190 (13,210)(F) 4,980
Other, net 17,400 6,790 (5,460)(G) 18,730
---------- ---------- ----------- -----------
Other income (expense), net 88,580 1,370 (154,880) (64,930)
---------- ---------- ----------- -----------
Income (loss) before
income taxes (credit) 190,290 115,070 (171,180) 134,180
Income taxes (credit) 75,050 43,730 (62,650)(H) 56,130
---------- ---------- ----------- -----------
Net income (loss) $ 115,240 $ 71,340 $ (108,530) $ 78,050
========== ========== =========== ===========
Preferred stock dividends $ 6,240 $ 6,240
========== ===========
Earnings attributable to
common stock $ 109,000 $ 71,810
========== ===========
Earnings per share:
Basic $ 2.70 $ 1.78
====== ======
Diluted $ 2.12 $ 1.49
====== ======
Basic shares outstanding 40,300 40,300
====== ======
Diluted shares outstanding 58,920 58,920
====== ======
</TABLE>
<PAGE> 6
MascoTech, Inc.
Footnotes to Pro Forma Consolidated Condensed Income Statement
for the twelve months ended December 31, 1997
(A) To reflect the depreciation and amortization expense associated with
the excess of cost over TriMas net assets acquired;
(B) To reflect the elimination of interest expense from the $151.4
million of notes due Masco Corporation - paid in September 1997
related to the Emco transaction;
(C) To reflect the interest expense from approximately $920 million in
borrowings under the Company's $1.3 Billion Credit Agreement related to
the acquisition of TriMas and retirement of notes due Masco Corporation
and Mr. Richard A. Manoogian;
(D) To reflect the elimination of the Company's equity income from TriMas-
$26.6 million and Emco Limited - $7.8 million;
(E) To reflect the elimination of the gain recognized as a result of the
exchange of the Company's equity investment in Emco Limited to Masco
Corporation;
(F) To reflect the elimination of the gain recorded by the Company as a
result of the change in the Company's equity ownership in TriMas;
(G) To reflect the elimination of consideration and interest income
received from TriMas in connection with its purchase of a business unit
from the Company in 1993 and to reflect incremental amortization of
deferred financing costs related to the acquisition of TriMas;
(H) To reflect the related tax provision of the pro forma adjustments.
<PAGE> 7
MascoTech, Inc.
Pro Forma Consolidated Condensed Balance Sheet
as of December 31, 1997
(unaudited)
(amounts are in thousands)
<TABLE>
<CAPTION>
Company TriMas
Historical Historical Pro Forma Pro Forma
12/31/97 12/31/97 Adjustments Adjusted
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash investments $ 41,110 $ 105,380 $ 146,490
Marketable securities 45,970 45,970
Receivables 125,930 83,340 209,270
Inventories 73,860 97,060 170,920
Deferred and refundable
income taxes 36,270 36,270
Prepaid expenses and other assets 13,310 4,850 18,160
---------- ----------- --------- ----------
Total current assets 336,450 290,630 627,080
Equity and other investments in
affiliates 263,300 $(137,740)(A) 125,560
Property and equipment, net 417,030 200,490 90,000 (B) 707,520
Excess of cost over net assets of
acquired companies 65,610 177,770 420,700 (B) 664,080
Notes receivable and other assets 62,290 39,570 (13,200)(D) 88,660
---------- ----------- --------- ----------
Total assets $1,144,680 $ 708,460 $ 359,760 $2,212,900
========== =========== ========= ==========
LIABILITIES and SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 67,240 $ 31,430 $ 98,670
Accrued liabilities 114,650 36,710 151,360
Current portion of long-term debt 2,880 2,880
---------- ----------- --------- ----------
Total current liabilities 184,770 68,140 252,910
4 1/2% convertible subordinated
debentures, due 2003 310,000 310,000
Other long-term debt 282,000 45,970 $ 923,000 (C) 1,250,970
Deferred income taxes and other
long-term liabilities 157,250 44,950 (13,840)(D) 188,360
---------- ----------- --------- ----------
Total liabilities 934,020 159,060 909,160 2,002,240
Shareholders' Equity:
Common stock 47,250 410 (410)(E) 47,250
Paid-in capital 34,340 260,310 (260,310)(E) 34,340
Retained earnings 157,790 293,500 (293,500)(E) 157,790
Other 4,160 (4,820) 4,820 (E) 4,160
Less: Restricted Stock Awards (32,880) (32,880)
---------- ----------- ---------- ----------
Total shareholders' equity 210,660 549,400 (549,400) 210,660
---------- ----------- ---------- ----------
Total liabilities and
shareholders' equity $1,144,680 $ 708,460 $ 359,760 $2,212,900
========== =========== ========== ==========
</TABLE>
<PAGE> 8
MascoTech, Inc.
Footnotes to Pro Forma Consolidated Condensed Balance Sheet
as of December 31, 1997
To reflect the following:
(A) the elimination of the carrying value of the Company's equity
investment in TriMas;
(B) the incremental excess of cost over the acquired net assets of
TriMas;
(C) the borrowing under the Company's $1.3 Billion Credit Agreement;
(D) the elimination of the cost of unvested TriMas stock awards
and the elimination of the deferred tax liability associated
with the Company's investment in TriMas, principally as a
result of undistributed equity earnings and recognition of the
deferred tax liability associated with the excess cost over the
acquired net assets; and
(E) the elimination of TriMas shareholders' equity.
<PAGE> 9
SIGNATURES
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, hereunto duly authorized.
MASCOTECH, INC.
By: /s/ Timothy Wadhams
--------------------
Timothy Wadhams
Senior Vice President -
Finance and Chief
Financial Officer
Date: April 6, 1998
<PAGE> 10
EXHIBIT INDEX
99 TriMas Corporation and subsidiaries consolidated financial
statements for the years ended December 31, 1997, 1996 and 1995,
incorporated herein by reference to pages F-3 through F-17
of Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997.
