As filed with The Securities and Exchange Commission on December 23, 1998
Registration No.333-66307
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement Under the Securities Act of 1933
MASCOTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 38-2513975
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
21001 Van Born Road Taylor, Michigan 48180 (313) 274-7405
(Address, including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
David B. Liner
Vice President and General Counsel
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180
(313) 274-7405
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement
becomes effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier registration
statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED DECEMBER 23, 1998
PROSPECTUS
1,006,974 Shares
MascoTech, Inc.
Common Stock
__________________________________
This prospectus covers 1,006,974 shares of
MascoTech, Inc. common stock which may be offered
and sold by certain stockholders of MascoTech,
Inc. MascoTech will not receive any proceeds
from these sales, but will pay the registration
fee and its own expenses for registering the
shares to be sold.
The selling stockholders may sell their shares at
the market price prevailing at the time of sale or at
negotiated prices.
MascoTech common stock is traded on the New
York Stock Exchange under the symbol "MSX".
Neither the Securities and Exchange Commission nor
any state securities commission has approved or
disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus is December 23, 1998.
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Table of Contents
Caption Page
Where You Can Find More Information
About MascoTech . . . . . . . . . . . . . 3
MascoTech, Inc. . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . 6
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No person is authorized to give any information or to make any
representation other than as contained in this prospectus in
connection with the offering described herein.
WHERE YOU CAN FIND MORE INFORMATION
ABOUT MASCOTECH, INC.
MascoTech files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy any document MascoTech files
at the SEC's public reference room at 450 Fifth Street. N.W.,
Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for more information on the public reference rooms.
MascoTech's SEC filings are also available to you at the SEC's
Web site at http:/www.sec.gov.
The SEC allows MascoTech to "incorporate by reference" the
information it files with the SEC. This means that, rather than
reprinting here all of the information contained in its other
documents filed with the SEC, MascoTech can disclose important
information to you by referring you to those documents that are
already filed. The information incorporated by reference is an
important part of this prospectus. Information that MascoTech
files with the SEC in the future will automatically update and
supersede what is printed in this prospectus. MascoTech
incorporates by reference the documents listed below that were
filed with the SEC and all of its future filings with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders have sold all
the common stock offered by this prospectus.
- Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
- Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998.
- Proxy Statement dated April 27, 1998, in connection with the
Annual Meeting of Stockholders held on May 19, 1998.
- Registration Statement on Form 8 dated March 8, 1993, which
contains the description of the MascoTech common stock.
- Registration Statement on Form 8-A dated February 23, 1998
and Amendment No. 1 dated December 4, 1998 to Form 8-A, which
contains a description of the preferred stock purchase rights
belonging to holders of common stock.
- Current Reports on Form 8-K dated January 30, 1998 and
amendment thereto on Form 8-K dated April 6, 1998, and February
23, 1998.
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You may request copies of these filings at, no cost, by
writing or telephoning MascoTech at the following address or by
accessing its web site at http://www.mascotech.com.
Kenneth J. Zak, Director, Investor Relations
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180
Telephone: 313-274-7405
MASCOTECH, INC.
MascoTech is a diversified manufacturing company with world-
leading metal forming process capabilities and proprietary
product positions serving transportation, industrial and consumer
markets. Although published industry statistics are not
available, MascoTech believes that it is a leading independent
producer of many of the component parts that it produces using
cold, warm or hot forming processes.
MascoTech was incorporated under the laws of Delaware in
1984. In June 1993, it changed its name to MascoTech, Inc. from
Masco Industries, Inc.
MascoTech's principal executive offices are located at:
21001 Van Born Road
Taylor, Michigan 48180
Telephone: 313-274-7405
SELLING STOCKHOLDERS
The selling stockholders listed below are former
stockholders of K-Tech Mfg. Inc. They received their shares of
MascoTech common stock in exchange for K-Tech securities under an
agreement dated as of August 6, 1998 among MascoTech, K-Tech and
K-Tech's stockholders.
For the three years before the date of that agreement, none
of the selling stockholders held securities of MascoTech nor had
any material relationship with MascoTech or its affiliates. Some
of the selling stockholders have been involved in managing K-Tech
since the agreement. The agreement includes various indemnity
provisions relating to this registration and the offering of
MascoTech common stock by the selling stockholders.
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The shares listed below constitute all of the shares of
MascoTech common stock held by the selling shareholders as of the
date of this prospectus. Certain donees, distributees, pledgees
or personal representatives of the selling stockholders may in
the future sell shares of MascoTech common stock under this
prospectus and, in that event, MascoTech will provide information
about them in a prospectus supplement.
Number of
Selling Stockholder Shares Held
Donald P. Kuhns 402,790
Michael L. Kuhns 268,459
Michael Martino 89,520
Andrew M. Yerkes 89,520
William A. Collopy 89,520
Gary J. VanderPoel 67,165
PLAN OF DISTRIBUTION
The selling stockholders may sell some or all of their
shares of MascoTech common stock from time to time by the
following methods:
- through brokers, dealers or other agents;
- directly to one or more purchasers, including pledgees;
- in transactions (which may involve cross or block
transactions) on the exchanges on which the common stock is
listed for trading;
- in privately negotiated transactions (including sales
pursuant to pledges);
- in the over-the-counter market; or
- in a combination of such transactions.
In effecting sales, brokers, dealers or other agents engaged
by the selling stockholders may arrange for other brokers,
dealers or agents to participate in the resale. The selling
stockholders may also loan or pledge their shares of MascoTech
common stock to a broker, dealer or other agent and the brokers,
dealer or other agent may sell the shares so loaned, or upon a
default the broker, dealer or other agent may effect sales of the
pledged shares, in each case pursuant to this prospectus.
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Any of the transactions described above may be done by the
selling stockholders at market prices prevailing at the time of
sale, at prices related to prevailing market prices, at
negotiated prices or at fixed prices, which may be changed.
Broker, dealers or other agents participating in these
transactions may receive compensation in the form of commissions,
discounts or concessions from selling stockholders in amounts to
be negotiated in connection with the sale. The selling
stockholders and any such brokers, dealers and any other
participating agents may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended, and any
commission, discount or concession received by them may be deemed
to be an underwriting discount or commission under the Securities
Act. In addition, any securities covered by this prospectus that
qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than under this prospectus.
MascoTech will pay the registration fee and its own costs
and expenses for registering the shares to be sold by the selling
stockholders. The selling stockholders will pay their own costs
and expenses, including any commissions and discounts payable to
brokers, dealers or other agents for sales of their MascoTech
common stock. The selling stockholders may indemnify any
brokers, dealers or other agents that participate in their sale
transactions against certain liabilities, including liabilities
arising under the Securities Act. MascoTech has agreed to
indemnify the selling stockholders, and the selling stockholders
have agreed to indemnify MascoTech, against certain liabilities,
including liabilities arising under the Securities Act.
EXPERTS
MascoTech's financial statements and financial statement
schedule, included in its 1997 Annual Report on Form 10-K, have
been audited by PricewaterhouseCoopers LLP, independent
accountants. These financial statements and financial statement
schedule are incorporated by reference in this prospectus and in
the registration statement in reliance upon PwC's report and upon
the authority of PwC as experts in accounting and auditing.
The financial statements of TriMas Corporation, included in
MascoTech's 1997 Annual Report on Form 10-K, have been audited by
PwC. These financial statements have been incorporated by
reference in this prospectus and in the registration statement in
reliance upon PwC's report and upon the authority of PwC as
experts in accounting and auditing.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses will be paid by MascoTech:
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . . . . . . . . $4,855.19
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware
empowers MascoTech to indemnify, subject to the standards therein
prescribed, any person in connection with any action, suit or
proceeding brought or threatened by reason of the fact that such
person is or was a director, officer, employee or agent of
MascoTech or is or was serving as such with respect to another
corporation or other entity at the request of MascoTech. Article
14 of MascoTech's Restated Certificate of Incorporation provides
that each person who was or is made a party to (or is threatened
to be made a party to) or is otherwise involved in any action,
suit or proceeding by reason of the fact that such person is or
was a director, officer or employee of MascoTech shall be
indemnified and held harmless by MascoTech to the fullest extent
authorized by the General Corporation Law of Delaware against all
expenses, liability and loss (including without limitation
attorneys' fees, judgments, fines and amounts paid in settlement)
reasonably incurred by such person in connection therewith. The
rights conferred by Article 14 are contractual rights and include
the right to be paid by MascoTech the expenses incurred in
defending such action, suit or proceeding in advance of the final
disposition thereof.
Article 13 of MascoTech's Restated Certificate of
Incorporation provides that MascoTech's directors will not be
personally liable to MascoTech or its stockholders for monetary
damages resulting from breaches of their fiduciary duty as
directors except (a) for any breach of the duty of loyalty to
MascoTech or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the General Corpora
tion Law of Delaware, which makes directors liable for unlawful
dividends or unlawful stock repurchases or redemptions, or (d)
for transactions from which directors derive improper personal
benefit.
MascoTech's directors and officers are covered by
insurance policies indemnifying them against certain civil
liabilities, including liabilities under the federal securities
laws (other than liability under Section 16(b) of the 1934 Act),
which might be incurred by them in such capacities.
<PAGE>
ITEM 16. EXHIBITS
The following Exhibits are filed as part of this
Registration Statement:
Exhibit 3.i Restated Certificate of Incorporation of
MascoTech, Inc. and amendments thereto.
Incorporated herein by reference to the Exhibits
filed with MascoTech's Annual Report on Form 10-K
for the year ended December 31, 1997.
Exhibit 3.ii Bylaws of MascoTech, Inc., as amended on
February 17, 1998. Incorporated herein by
reference to the Exhibits filed with MascoTech's
Annual Report on Form 10-K for the year ended
December 31, 1997.
Exhibit 4 Rights Agreement dated as of February 20,
1998, between MascoTech, Inc. and The Bank of New
York, as Rights Agent (incorporated herein by
reference to the Exhibits filed with MascoTech's
Registration Statement on Form 8-A dated February
23, 1998), as amended by Amendment
No. 1 dated as of September 22, 1998.*
Exhibit 5 Opinion of David B. Liner.*
Exhibit 23.a Consent of PricewaterhouseCoopers LLP relating to
the financial statements and financial statement
schedule of MascoTech, Inc.
Exhibit 23.b Consent of PricewaterhouseCoopers LLP
relating to the financial statements of TriMas
Corporation.
Exhibit 23.c Consent of David B. Liner, which is included
as part of Exhibit 5.*
Exhibit 24 Powers of Attorney, which appear in Part II
of this Registration Statement.*
* Previously filed as part of MascoTech's Registration Statement
on Form S-3, Registration No. 333-66307, dated October 29, 1998.
ITEM 17. UNDERTAKINGS
1. MascoTech hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1) (i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by these paragraphs is contained in periodic
reports filed by MascoTech pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. MascoTech hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of MascoTech's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securi
ties offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of MascoTech pursuant to the
provisions referred to in Item 15 above, or otherwise (other than
the insurance policies referred to in Item 15), MascoTech has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by MascoTech of expenses incurred or paid
by a director, officer or controlling person of MascoTech in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, MascoTech will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in that Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Taylor, State of
Michigan, on the 23 day of December, 1998.
MASCOTECH, INC.
By: /s/ FRANK M. HENNESSEY
Frank M. Hennessey
Vice Chairman and Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the date
indicated.
Signature Title Date
Principal Executive Officer:
/s/FRANK M. HENNESSEY Vice Chairman and Chief December 23, 1998
Frank M. Hennessey Executive Officer and Director
Principal Financial Officer:
/s/TIMOTHY WADHAMS Executive Vice President, December 23, 1998
Timothy Wadhams Finance and Administration
Principal Accounting Officer:
/s/WILLIAM T. ANDERSON Vice President - Controller December 23, 1998
William T. Anderson
/s/RICHARD A. MANOOGIAN* Chairman of the Board December 23, 1998
Richard A. Manoogian and Director
/s/PETER A. DOW* Director December 23, 1998
Peter A. Dow
/s/ROGER T. FRIDHOLM* Director December 23, 1998
Roger T. Fridholm
/s/WILLIAM K. HOWENSTEIN* Director December 23, 1998
William K. Howenstein
/s/JOHN A. MORGAN* Director December 23, 1998
John A. Morgan
/s/Helmut F. Stern* Director December 23, 1998
Helmut F. Stern
* By: /s/ EUGENE A. GARGARO, JR.
Eugene A. Gargaro, Jr.
(Attorney-in-Fact)
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 3.i Restated Certificate of
Incorporation of MascoTech, Inc.
and amendments thereto. Incorporated
herein by reference to the Exhibits
filed with MascoTech's Annual Report
on Form 10-K for the year ended
December 31, 1997.
Exhibit 3.ii Bylaws of MascoTech, Inc., as
amended on February 17, 1998.
Incorporated herein by reference to
the Exhibits filed with MascoTech's
Annual Report on Form 10-K for the
year ended December 31, 1997.
Exhibit 4 Rights Agreement dated as of
February 20, 1998,between
MascoTech, Inc. and The Bank of New
York, as Rights Agent (incorporated
herein by reference to the Exhibits
filed with MascoTech's Registration
Statement on Form 8-A dated
February 23, 1998), as amended by
Amendment No. 1 dated as of
September 22, 1998.*
Exhibit 5 Opinion of David B. Liner.*
Exhibit 23.a Consent ofPricewaterhouseCoopers LLP
relating to the financial statements
and financial statement schedule of
MascoTech, Inc.
Exhibit 23.b Consent ofPricewaterhouseCoopers LLP relating
to the financial statements of
TriMas Corporation.
Exhibit 23.c Consent of David B. Liner,
which is included as part of
Exhibit 5.*
Exhibit 24 Powers of Attorney, which
appear in Part II of this
Registration Statement.*
* Previously filed as part of MascoTech, Inc.'s Registration
Statement on Form S-3, Registration No. 333-66307, dated October
29, 1998.
<PAGE>
Exhibit 23.a
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the
Prospectus included in this Registration Statement of MascoTech,
Inc. on Form S-3 of our report dated February 17, 1998, on our
audits of the consolidated financial statements and financial
statement schedule of MascoTech, Inc. and subsidiaries as of
December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997, which report is included in
MascoTech, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the reference to our Firm
under the caption "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Detroit, Michigan
December 23, 1998
Exhibit 23.b
CONSENT OF INDEPENDENT
ACCOUNTANTS
We consent to the incorporation by reference in the
Prospectus included in this Registration Statement of MascoTech,
Inc. on Form S-3 of our report dated February 17, 1998, on our
audits of the consolidated financial statements of TriMas
Corporation and subsidiaries as of December 31, 1997 and 1996 and
for each of the three years in the period ended
December 31, 1997, which report is included in MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997.
We also consent to the reference to our Firm under the caption
"Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Detroit, Michigan
December 23, 1998
