SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 17, 1998
MASCOTECH, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12068 38-2513957
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 313-274-7405
<PAGE>
ITEM 5. OTHER EVENTS.
See the press release dated February 17, 1998 filed herewith as Exhibit
99.a and incorporated herein by reference.
On February 17, 1998, the Board of Directors of MascoTech, Inc. (the
"Company") declared a dividend of one preferred stock purchase right (a "Right")
for each outstanding share of common stock, par value $1.00 per share (the
"Common Stock"), of the Company payable to holders of record as of the close of
business on February 27, 1998 (the "Record Date").
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common Stock,
and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the Rights Agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date, and
thereafter the Rights will be transferable separately from the Common Stock.
The "Distribution Date" means the earlier of (i) the 10th day (or such later day
as may be designated by a majority of the Continuing Directors (as hereinafter
defined)) after the date (the "Stock Acquisition Date") of the first public
announcement that a person (other than the Company or any of its subsidiaries or
any employee benefit plan of the Company or any such subsidiary) has acquired
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(an "Acquiring Person") and (ii) the 10th business day (or such later day as may
be designated by a majority of the Continuing Directors) after the date of the
commencement of a tender or exchange offer by any person which would, if
consummated, result in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable. After
the Distribution Date, each Right will be exercisable to purchase, for $60.00
(the "Purchase Price"), one one-thousandth of a share of Series A Participating
Cumulative Preferred Stock, par value $1.00 per share (the "Preferred Stock").
The terms and conditions of the Rights are set forth in a Rights Agreement dated
as of February 20, 1998 between the Company and The Bank of New York, as Rights
Agent (the "Rights Agreement"), a copy of which is included as Exhibit 99.b
hereto and the description thereof is qualified in its entirety by reference
thereto.
If any person becomes an Acquiring Person, each Right (other than Rights
beneficially owned by the Acquiring Person and certain affiliated persons) will
entitle the holder to purchase, for the Purchase Price, a number of shares of
Common Stock having a market value of twice the Purchase Price.
-2-
<PAGE>
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for other
securities or assets or (2) the Company and/or one or more of its subsidiaries
sell or otherwise transfer assets or earning power aggregating more than 50% of
the assets or earning power of the Company and its subsidiaries, taken as a
whole, then each Right will entitle the holder to purchase, for the Purchase
Price, a number of shares of common stock of the other party to such business
combination or sale (or in certain circumstances, an affiliate) having a market
value of twice the Purchase Price.
At any time after any person has become an Acquiring Person (but before any
person becomes the beneficial owner of 50% or more of the outstanding shares of
Common Stock), a majority of the Continuing Directors may exchange all or part
of the Rights (other than Rights beneficially owned by an Acquiring Person and
certain affiliated persons) for shares of Common Stock at an exchange ratio of
one share of Common Stock per Right.
The Board of Directors may redeem all of the Rights at a price of $.01 per
Right at any time prior to the close of business on the 10th day after the Stock
Acquisition Date (or such later date as may be designated by a majority of the
Continuing Directors). After any person has become an Acquiring Person, the
Rights may be redeemed only with the approval of a majority of the Continuing
Directors.
"Continuing Director" means any member of the Board of Directors who was a
member of the Board prior to the time an Acquiring Person becomes such or any
person who is subsequently elected to the Board if such person is recommended or
approved by a majority of the Continuing Directors. Continuing Directors do not
include an Acquiring Person, an affiliate or associate of an Acquiring Person or
any representative or nominee of the foregoing.
The Rights will expire on February 17, 2008, unless earlier exchanged or
redeemed.
Prior to the Distribution Date, the Rights Agreement may be amended in any
respect. After the Distribution Date, the Rights Agreement may be amended in
any respect that does not adversely affect Rights holders (other than any
Acquiring Person and certain affiliated persons). After any person has become
an Acquiring Person, the Rights Agreement may be amended only with the approval
of a majority of the Continuing Directors.
Rights holders have no rights as a stockholder of the Company, including the
right to vote and to receive dividends.
-3-
<PAGE>
The Rights Agreement includes antidilution provisions designed to prevent
efforts to diminish the effectiveness of the Rights.
As of January 31, 1998 there were approximately 47 milliom shares of
Common Stock outstanding, 10 million shares reserved for issuance upon
conversion of the Company's outstanding 4-1/2% Convertible Subordinated
Debentures Due 2003 and approximately 9 million shares reserved for issuance
under the Company's stock option and award plans. Each outstanding share of
Common Stock on the Record Date will receive one Right. Shares of Common
Stock issued after the Record Date and prior to the Distribution Date will be
issued with a Right attached so that all shares of Common Stock outstanding
prior to the Distribution Date will have Rights attached. The Company has
reserved 250,000 shares of Preferred Stock for issuance upon exercise of the
Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person that attempts to acquire the Company without a
condition to such an offer that a substantial number of the Rights be acquired
or that the Rights be redeemed or declared invalid. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors (under some circumstances, with the concurrence of the Continuing
Directors) since the Rights may be redeemed by the Company as described above.
While the dividend of the Rights will not be taxable to stockholders or to
the Company, stockholders or the Company may, depending upon the circumstances,
recognize taxable income in the event that the Rights become exercisable as set
forth above.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following Exhibits are filed herewith:
99.a Press Release dated February 17, 1998
99.b Form of Rights Agreement dated as of February 20, 1998 between
MascoTech, Inc. and The Bank of New York, as Rights Agent, which
includes as Exhibit B hereto the form of Right Certificate.
Incorporated by reference to the Exhibit filed with MascoTech,
Inc.'s Registration Statement Form 8-A dated February 23, 1998.
-4-
<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.
By /s/Timothy Wadhams
Timothy Wadhams
Senior Vice President - Finance
February 23, 1998
<PAGE>
Exhibit Index
99.a Press Release dated February 17, 1998
99.b Form of Rights Agreement dated as of February 20, 1998 between Masco
Corporation and The Bank of New York, as Rights Agent, which includes
as Exhibit B hereto the form of Right Certificate. Incorporated by
reference to the Exhibit filed with MascoTech's Registration Statement
Form 8-A dated February 23, 1998.
MASCOTECH
CONTACT: Kenneth J. Zak
(313)792-6386
FOR IMMEDIATE RELEASE February 17, 1998
MASCOTECH, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
Taylor, Michigan -- February 17, 1998 -- MascoTech announced today that
its Board of Directors has adopted a Stockholder Rights Plan designed to enhance
the Board's ability to protect stockholders against, among other things,
unsolicited attempts to acquire control of MascoTech that do not offer an
adequate price to all stockholders or are otherwise not in the best interests of
its stockholders. MascoTech said that the Plan was not adopted in response to
any stock acquisition plans or proposals of others.
Under the Plan each common stockholder at the close of business on
February 27, 1998 will receive a dividend of one right for each share of Common
Stock held. However, as is the case with similar Stockholder Rights Plans
adopted by many other companies, the rights are not exercisable until after a
person has become the beneficial owner of 15% or more of MascoTech's Common
Stock or commenced a tender or exchange offer which would result in such
ownership. Once a person acquires such ownership, the rights would permit
MascoTech stockholders, other than the acquiring person, to purchase additional
Common Stock at a substantial discount to its then current market price. The
rights would expire in ten years, unless earlier exchanged or redeemed.
Visit MascoTech's website at http://www.mascotech.com. MascoTech's press
releases are also available through Company News On-Call by fax, 800-758-5804,
extension 535375, or http://www.prnewswire.com.
