As filed with The Securities and Exchange Commission on
October 29, 1998
Registration No.333-________
______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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. [ ]
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. [ ]
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If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Shares to be Amount to Aggregate Price Aggregate Amount of
Registered be Register Per Unit Offering Price Registration Fee
Common Stock 1,006,974 $17.34375* $17,464,705.31* $4,855.19
(Par Value
shares
$1.00 Per
Share)
*Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average high and low prices
($17.34375) of the Common Stock on The New York Stock Exchange - Composite
Tape on October 23, 1998 as reported in The Wall Street Journal.
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.
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Subject to Completion dated October 29, 1998
PROSPECTUS
1,006,974 Shares
MascoTech, Inc.
Common Stock
($1 Par Value)
Certain stockholders (the "Selling Stockholders") of MascoTech, Inc.
("MascoTech" or the "Company") are offering all the shares of Common Stock
being offered hereby (the "Shares"). MascoTech will not receive any
of the proceeds from the sale of the Shares.
The Selling Stockholders (and their respective donees, distributees,
pledgees and personal representatives) may, from time to time, offer for
sale and sell or distribute the Shares to be offered by them hereby in
transactions executed on the New York Stock Exchange or other exchanges on
which the Shares may be traded, in negotiated transactions, or
through other means. Sales may be effected at market prices prevailing at the
time of sale or at such other prices as may be negotiated by the Selling
Stockholders.
__________________________________________
The Company's Common Stock is listed on the New York Stock Exchange and
traded under the symbol "MSX".
__________________________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary
is a criminal offense.
October ___, 1998
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.
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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.
AVAILABLE INFORMATION
The Company files with the Securities and Exchange Commission (the
"SEC") certain reports, proxy statements and other documents required under
the Securities Exchange Act of 1934, as amended (the "1934 Act"). These
include the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and proxy statements. Materials filed by
the Company with the SEC can be read and copied, at prescribed rates, at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the SEC's Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web
site on the Internet that contains reports, proxy and information statements
and other information regarding issuers, including the Company, that file
electronically with the SEC. The SEC's Web site is at http://www.sec.gov.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are hereby
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998;
(c) The Company's Proxy Statement dated April 27, 1998, in connection
with its Annual Meeting of Stockholders held on May 19, 1998;
(d) The Company's Registration Statement on Form 8 dated March 8, 1993
containing the description of the Common Stock;
(e) The Company's Registration Statement on Form 8-A dated February 23,
1998 containing a description of the preferred stock purchase rights of
holders of Common Stock, which rights have been amended pursuant to an
amendment filed as an exhibit to this Registration Statement;
(f) The Company's Current Report on Form 8-K dated January 30, 1998 and
amendment thereto on Form 8-K dated April 6, 1998; and
(g) The Company's Current Report on Form 8-K dated February 23, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of the
offering of the Shares shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a previously filed document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein modifies or supersedes
such statement, and any statement contained in any previously filed document
or contained herein shall be deemed modified or superseded to the extent that a
statement contained in a subsequently filed document which is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
MascoTech undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of any or all of
the documents referred to above which have been or
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may be incorporated in this Prospectus by reference, other than any exhibits
to such documents. Requests for such copies should be directed to:
Kenneth J. Zak
Director, Investor Relations
MascoTech, Inc.
21001 Van Born
Road Taylor,
Michigan 48180
Telephone:
(313) 274-7405
THE COMPANY
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, the Company 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 and 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
Except as the context otherwise indicates, the terms "MascoTech" or the
"Company" refer to MascoTech, Inc. and its consolidated subsidiaries.
SELLING STOCKHOLDERS
The Selling Stockholders named below (and their respective donees,
distributees, pledgees and personal representatives) may offer the number of
Shares listed below. The Shares listed below constitute all of the Shares
held by the Selling Stockholders as of date of this Prospectus. On
August 6, 1998, the Selling Stockholders acquired the Shares from MascoTech
pursuant to an Agreement and Plan of Reorganization dated as of August 6, 1998
(the "Agreement") among MascoTech, K-Tech Mfg. Inc.("K-Tech") and all of the
stockholders of K-Tech. The Selling Stockholders are the former stockholders
of K-Tech. The Selling Stockholders did not hold positions or have material
relationships with MascoTech or any
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predecessor or affiliate thereof during the three years preceding such
acquisition. Since such acquisition, certain of the Selling Stockholders have
been involved in the management of K-Tech. The Agreement contains
indemnification provisions covering this registration and offering.
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 (and their respective donees, distributees,
pledgees and personal representatives) may, from time to time, offer for
sale and sell or distribute the Shares to be offered by them hereby in
transactions executed on the New York Stock Exchange or other exchanges on
which the Shares may be traded, in negotiated transactions, or through other
means. Sales may be effected at market prices prevailing at the time of
sale or at such other prices as may be negotiated by the Selling
Stockholders.
The Shares may be sold by one or more of the following methods:
(a) a block trade in which the broker-dealer will attempt to
sell the Shares as agent but may position and resell
a portion of the block as principal to facilitate the
transaction;
(b) a purchase by a broker-dealer as principal and a resale by
such broker-dealer for its account pursuant to this Prospectus;
(c) an exchange distribution in accordance with the rules of
such exchange; and
(d) an ordinary brokerage transaction or a transaction in
which the broker solicits purchasers.
In effecting sales, broker-dealers engaged by the Selling Stockholders may
arrange for other broker-dealers to participate in the resale.
The Selling Stockholders may also loan or pledge the Shares registered
hereunder to a broker-dealer and the broker-dealer may sell the Shares so
loaned, or upon a default the broker-dealer may effect sales of the pledged
Shares, in each case pursuant to this Prospectus.
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Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders in amounts to
be negotiated in connection with the sale. Such broker-dealer and any other
participating broker dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "1933 Act"), in
connection with such sale and any such commission, discount or concession may be
deemed to be an underwriting discount or commission under the 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 pursuant to this
Prospectus.
The Company will bear all costs and expenses incurred by it in
connection with the registration of the Shares. Commissions and discounts,
if any, attributable to the sales of the Shares will be borne by the Selling
Stockholders. The Selling Stock holders may agree to indemnify any
broker-dealer or agent that participates in transactions involving
sales of the Shares against certain liabilities, including liabilities
arising under the 1933 Act. The Company has agreed to indemnify the Selling
Stockholders against certain liabilities in connection with the offering of
the Shares, including liabilities arising under the 1933 Act.
EXPERTS
The Company's financial statements and financial statement schedule,
included in the Company's December 31, 1997 Annual Report on Form 10-K, have
been audited by PricewaterhouseCoopers LLP, independent accountants, as set
forth in their report appearing in such Form 10-K. All such financial
statements and financial statement schedule have been incorporated by
reference herein in reliance upon such report and upon the authority of such
firm as experts in accounting and auditing. The financial statements of
TriMas Corporation, included in the Company's 1997 Annual Report on Form
10-K, have been audited by PricewaterhouseCoopers, LLP as set forth
in their report appearing in such Form 10-K. All such financial statements
have been incorporated by reference herein in reliance upon such report and
upon the authority of such firm as experts in accounting and auditing.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses will be paid by the Company:
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 the
Company 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 the Company or is or was serving as such with
respect to another corporation or other entity at the request of
the Company. Article 14 of the Company'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 the Company shall be indemnified and held harmless by
the Company 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 connec tion therewith.
The rights conferred by Article 14 are contractual rights and include
the right to be paid by the Company the expenses incurred in defending
such action, suit or proceeding in advance of the final disposition thereof.
Article 13 of the Company's Restated Certificate of Incorporation
provides that the Company's directors will not be personally liable to the
Company 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 the Company 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 Corporation
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.
The Company'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.
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ITEM 16. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
Exhibit 3.i Restated Certificate of Incorporation of the
Company and amendments thereto. Incorporated herein by
reference to the Exhibits filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
Exhibit 3.ii Bylaws of the Company, as amended on February 17, 1998.
Incorporated herein by reference to the Exhibits filed with
the Company'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
the Company's Registration Statement on Form 8-A
dated February 23, 1998), as amended by Amendment
No. 1 dated as of September 22, 1998 (filed herewith).
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.
ITEM 17. UNDERTAKINGS
1. The Company 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 posteffective 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 posteffective amendment by
these paragraphs is contained in periodic reports filed by the Company
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 posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 the Company pursuant to the provisions
referred to in Item 15 above, or otherwise (other than the insurance
policies referred to in Item 15), the Company 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 the Company of expenses incurred
or paid by a director, officer or controlling person of the Company 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, the Company 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
indemnifica tion 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Taylor, State of Michigan, on
the 29th day of October, 1998.
MASCOTECH, INC.
By: /s/Frank M. Hennessey
Frank M. Hennessey
Vice Chairman and Chief
Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard A. Manoogian and Eugene A.
Gargaro, Jr. and each of them, his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to this Registration
Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or would do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents or any of
them or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
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 October 29, 1998
Frank M. Hennessey Executive Officer and
Director
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Principal Financial Officer:
/s/TIMOTHY WADHAMS Executive Vice President, October 29, 1998
Timothy Wadhams Finance and Administration
Principal Accounting Officer:
/s/WILLIAM T. ANDERSON Vice President - Controller October 29, 1998
William T. Anderson
/s/RICHARD A. MANOOGIAN Chairman of the Board October 29, 1998
Richard A. Manoogian and Director
/s/PETER A. DOW Director October 29, 1998
Peter A. Dow
/s/ROGER T. FRIDHOLM Director October 29, 1998
Roger T. Fridholm
/s/WILLIAM K. HOWENSTEIN Director October 29, 1998
William K. Howenstein
/s/JOHN A.MORGAN Director October 29, 1998
John A. Morgan
/s/Helmut F. Stern Director October 29, 1998
Helmut F. Stern
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 3.i Restated Certificate of Incorporation of the Company and
amendments thereto. Incorporated herein by reference to
the Exhibits filed with the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
Exhibit 3.ii Bylaws of the Company, as amended on February 17, 1998.
Incorporated herein by reference to the Exhibits filed
with the Company'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 the Company's Registration Statement on Form 8-A
dated February 23, 1998), as amended by Amendment No. 1
dated as of September 22, 1998 (filed herewith).
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.
Exhibit 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of September 22, 1998 to
the Rights Agreement dated as of February 20, 1998 (the
"Rights Agreement") between MascoTech, Inc., a Delaware
corporation (the"Company"), and The Bank of New York,
as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the
Rights Agreement in certain respects;
NOW, THEREFORE, the parties hereto agree as
follows:
Section 1. Defined Terms; References. (a)
Unless otherwise specifically defined herein, each term
used herein which is defined in the Rights Agreement
has the meaning assigned to such term in the Rights
Agreement. Each reference to "hereof", "hereunder",
"herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other
similar reference contained in the Rights Agreement
shall, after this Amendment becomes effective, refer to
the Rights Agreement as amended hereby.
(b) Section 1 of the Rights Agreement is hereby
amended by deleting the definition of "Continuing
Directors" contained therein.
(c) Section 1 of the Rights Agreement is hereby
amended by deleting the word "Continuing" from
subsection (a) of the definition of "Acquiring
Person".
(d) Section 1 of the Rights Agreement is hereby
amended by deleting the words ", and in accordance with,"
from subsection (b)(ii)(A) of the definition of
"Beneficial Owner".
(e) Section 1 of the Rights Agreement is hereby
amended by deleting from the definition of
"Distribution Date" both instances of the word
"Continuing".
Section 2. Exercise of Rights; Expiration Date of
Rights. Section 7(d) of the Rights Agreement is hereby
amended by deleting the word "Continuing" from the
first sentence thereof.
Section 3. Adjustment of Purchase Price, Number
and Kind of Shares or Number of Rights. Section 11 of
the Rights Agreement is hereby amended by:
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(a) replacing the words "a majority of the
Continuing Directors has determined to be" in the first
sentence of subsection (a)(iii) thereof with the word
"are";
(b) replacing each instance of the words "(as
determined by the Continuing Directors based upon the
advice of a nationally recognized investment banking
firm selected by the Continuing Directors)" in
subsection (a)(iii) thereof with the words "(based upon
the advice of a nationally recognized investment
banking firm)";
(c) deleting the second sentence of subsection
(a)(iii) thereof;
(d) replacing the words "first and/or second
sentence of this Section 11(a)(iii)" in the third
sentence of subsection (a)(iii) thereof with the words
"preceding sentence";
(e) replacing the words "Substitution Period in
order to seek any authorization of additional shares
and/or" in the third sentence of subsection (a)(iii)
thereof with the words "30-day period set forth above
in order";
(f) replacing the words "such first and/or
second" in the third sentence of subsection (a)(iii)
thereof with the words "the preceding";
(g) deleting the words ", or, if at the time of
such selection there is an Acquiring Person, by a
majority of the Continuing Directors" from the second
sentence of subsection (d)(i) thereof;
(h) replacing the words "majority of the
Continuing Directors" in the third sentence of
subsection (d)(i) thereof with the words "nationally
recognized investment banking firm";
(i) deleting the words "by a majority of the
Continuing Directors, or, if there are no Continuing
Directors," from the fourth sentence of subsection
(d)(i) thereof;
(j) deleting the words "selected by the Board of
Directors" from the fourth sentence of subsection
(d)(i) thereof;
(k) deleting the words "by a majority of the
Continuing Directors then in office, or, if there are
no Continuing Directors," from subsection (d)(iii)
thereof; and
(l) deleting the words "selected by the Board of
Directors" from subsection (d)(iii) thereof.
Section 4. Fractional Rights and Fractional
Shares. Section 14(a) of the Rights Agreement is
hereby amended by:
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(a) deleting the words ", or, if at the time of
such selection there is an Acquiring Person, by a
majority of the Continuing Directors" from the
penultimate sentence thereof; and
(b) replacing the words "majority of the
Continuing Directors" in the last sentence thereof with
the words "nationally recognized investment banking
firm".
Section 5. Redemption. Section 23(a) of the
Rights Agreement is hereby amended by:
(a) deleting the word "Continuing" in the first
sentence thereof; and
(b) deleting the proviso from the first sentence
thereof and the semicolon immediately preceding such
proviso.
Section 6. Exchange. (a) Section 24(a) of the
Rights Agreement is hereby amended by deleting the word
"Continuing" in the first sentence thereof.
(b) Section 24(b) of the Rights Agreement is
hereby amended by replacing the word "Continuing" in
the first sentence thereof with the words "majority of
the".
Section 7. Supplements and Amendments. Section
27 of the Rights Agreement is hereby amended in its
entirety to read in full as follows:
Prior to the Distribution Date, the Company may,
and the Rights Agent shall, if the Company so directs,
supplement or amend any provision of this Agreement in
any respect without the approval of any holders of
certificates representing shares of Common Stock. At
any time when the Rights are no longer redeemable, the
Company may, and the Rights Agent shall if the Company
so directs, supplement or amend this Agreement without
the approval of any holders of Right Certificates in
order to cure any ambiguity or correct or supplement
any provision contained herein which may be defective
or inconsistent with any other provisions herein;
provided that no such supplement or amendment may (a)
adversely affect the interests of the holders of Rights
as such (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person), (b) cause this
Agreement again to become amendable other than in
accordance with this sentence, or (c) cause the Rights
again to become redeemable. Upon the delivery of a
certificate from an appropriate officer of the Company
which states that the proposed supplement or amendment
is in compliance with the terms of this Section, the
Rights Agent shall execute such supplement or
amendment. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common
Stock
Section 8. Determination and Actions by the Board
of Directors, Etc. Section 29 of the Rights Agreement
is hereby amended by:
3
<PAGE>
(a) deleting the first parenthetical from the
second sentence thereof; and
(b) deleting the second parenthetical clause and
the words "or the Continuing Directors" from the last
sentence thereof.
Section 9. Severability. Section 31 of the
Rights Agreement is hereby amended by deleting the
proviso contained therein and the semicolon that
immediately precedes such proviso.
Section 10. Form of Right Certificate. Exhibit B
to the Rights Agreement is hereby amended by deleting
the word "Continuing" in subparagraph (a) of the
seventh paragraph thereof.
Section 11. Summary of Terms. Exhibit C to the
Rights Agreement is hereby amended by:
(a) deleting the words "Continuing" from the
first footnote thereof;
(b) deleting the second footnote thereof;
(c) deleting the word "Continuing"
under the heading "Exchange";
(d) deleting both instances of the word
"Continuing" under the heading "Redemption".
(e) restating the language under the
heading "Amendments" in its entirety to read in full as
follows:
Prior to the Distribution Date, the Rights
Agreement may be amended in any respect.
After the Distribution Date, the Rights Agreement
may be amended by the Board of Directors in any respect
that does not (i) adversely affect the Rights holders
(other than any Acquiring Person and certain affiliated
persons), (ii) cause the Rights Agreement again to
become amendable other than in accordance with this
paragraph or (iii) cause the Rights again to become
redeemable.
Section 12. Governing Law. This Amendment shall
be governed by and construed in accordance with the
laws of the State of Delaware without regard to any
applicable conflicts of law rules, except that the
rights and obligations of the Rights Agent shall be
governed by the laws of the State of New York.
Section 13. Counterparts. This Amendment may be
signed in any number of counterparts, each of which
shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same
instrument.
Section 14. Effectiveness. This Amendment shall
become effective upon execution by each of the parties
hereto of a counterpart hereof.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first
above written.
MASCOTECH, INC.
By: /s/Richard A. Manoogian
Name: Richard A. Manoogian
Title: Chairman
THE BANK OF NEW YORK
By: /s/John Sivertsen
Name: John Sivertsen
Title: Vice President
5
Document4 10/27/98
Exhibit 5
October 29, 1998
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180
RE: MASCOTECH, INC.
REGISTRATION STATEMENT ON FORM S-3
Dear Sirs:
I am acting as your counsel in connection with the
Registration Statement on Form S-3 under the Securities Act
of 1933 registering an aggregate of 1,006,974 shares of
Common Stock, $1.00 par value (the "Shares"), of MascoTech,
Inc., a Delaware corporation (the "Company").
In furnishing this opinion, I, or attorneys under my
supervision upon whom I am relying, have examined originals
or copies, certified or otherwise identified to my
satisfaction, of such documents and corporate records, as I
have deemed necessary or appropriate in connection with this
opinion.
Based upon the foregoing, I am of the opinion
that:
(1) the Company has been duly incorporated and is
a validly existing corporation in good standing under
the laws of the State of Delaware; and
(2) the Shares have been duly authorized and
issued and, when sold in accordance with the procedures
described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
Exhibit 5 to the Company's Registration Statement on Form S-3.
Very truly yours,
/s/David B. Liner
David B. Liner
Vice President and
General Counsel
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
October 27, 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
October 27, 1998
