================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------
MASCOTECH, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 38-2513957
- ------------------------ ------------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
21001 Van Born Road,
Taylor, Michigan 48180
- ------------------------ ------------------------
(Address, principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be Registered(1) each class is to be registered
- -------------------------------------- --------------------------------------
Series A Participating Cumulative New York Stock Exchange
Preferred Stock Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
================================================================================
Item 1. Description of Registrant's Securities to be Registered.
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" generally means the earlier of (i) the close of
business on the 10th day 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 close of business
on the 10th business day (or such later day as may be designated before any
person has become an Acquiring Person by the Board of 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 (but before any person has become an Acquiring
Person), each Right will be exercisable to purchase, for a purchase price of
$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"), which was filed as an
Exhibit to Form 8-A dated as of February 23, 1998 and which is incorporated
herein by reference and the description hereof is qualified in its entirety by
reference thereto. On September 22, 1998 the Board of Directors of the Company
amended the Rights Agreement. Amendment No. 1 to the Rights Agreement
("Amendment No. 1") was filed as an Exhibit to Form 10-Q of Mascotech, Inc. for
the quarter ended September 30, 1998 dated as of November 13, 1998 and is
incorporated herein by reference and the description hereof is qualified in its
entirety by reference thereto.
If any person has become an Acquiring Person (but none of the events
described in the second succeeding paragraph have occurred), each Right (other
than Rights beneficially owned by the Acquiring Person and certain affiliated
persons) will entitle the holder, after the Distribution Date, to purchase, for
the Purchase Price, a number of shares of Common Stock 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 or the occurrence of any of the events
described in the next paragraph), the Board of 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.
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, after the Distribution Date, 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.
The Board of Directors may redeem all of the Rights at a price of
$.01 per Right at any time before any person has become an Acquiring Person.
The Rights will expire on February 17, 2008, unless earlier exchanged
or redeemed.
For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect. At any time when the Rights are no longer redeemable,
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), that does not cause the Rights Agreement to become amendable in any
other way or does not cause the Rights to again become redeemable.
Rights holders have no rights as a stockholder of the Company,
including the right to vote and to receive dividends.
The Rights Agreement includes antidilution provisions designed to
prevent efforts to diminish the effectiveness of the Rights.
As of October 30, 1998 there were approximately 46,096,000 shares of
Common Stock outstanding, 10,000,000 shares reserved for issuance upon
conversion of the Company's 4 1/2% Convertible Subordinated Debentures Due 2003
and approximately 8,300,000 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 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 2. Exhibits
1. Amendment No. 1 to Rights Agreement dated as of September 22,
1998 between MascoTech, Inc. and The Bank of New York, as Rights
Agent.*
* This exhibit is hereby incorporated by reference to the Form
10-Q of Mascotech, Inc. for the quarter ended September 30,
1998.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereto duly authorized.
MASCOTECH, INC.
By /s/ DAVID B. LINER
--------------------------------------
Name: David B. Liner
Title: Vice President and General
Counsel
Dated: December 4, 1998
