UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
MascoTech, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
574670 10 5
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(CUSIP Number)
Richard A. Manoogian
21001 Van Born Road
Taylor, MI 48180
(313) 274-7400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 28, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(b)(3), 240.13d-1(f) or 240.13d-1(g) or (4),
check the following box / /.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP No.
574670 10 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Richard A. Manoogian
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 818,030
SHARES ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 661,260
EACH ---------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
670,385
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10 SHARED DISPOSITIVE POWER
661,260
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,479,290
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3% (subject to increase based on holders of outstanding
restricted stock of the Issuer electing to receive cash
in lieu of restricted stock in accordance with the
restricted stock incentive plans)
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14 TYPE OF REPORTING PERSON
IN
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The information contained in this Amendment No. 15 supplements and amends the
information contained in the following Items of the Schedule 13D filed by
Richard A. Manoogian (the "Reporting Person") relating to the Common Stock, par
value $1.00 per share (the "Common Stock"), of MascoTech, Inc., a Delaware
corporation (the "Issuer"), as heretofore amended.
Item 4. Purpose of the Transaction.
The disposition of securities of the Issuer reflected on this schedule was
consummated pursuant to, and in accordance with, the Recapitalization Agreement,
as amended, and the Exchange and Voting Agreement, as amended, each referred to
in and attached to Amendment No. 14 to the Schedule 13D, dated August 1, 2000,
as Exhibit 99.i and Exhibit 99.k, respectively and described further in
MascoTech's Definitive Proxy Statement and Schedule 13E-3, each filed with the
Commission on October 26, 2000 and attached hereto as Exhibit 2 and Exhibit 3,
respectively (the "Recapitalization").
Item 5. Interest in Securities.
(a) Upon consummation of the Recapitalization on November 28, 2000, the
Reporting Person beneficially owned 1,479,290 shares of Common Stock
(representing 4.3% of the outstanding Common Stock). The foregoing percentage is
based on 34,384,053 shares of Common Stock outstanding on November 28, 2000
after the Recapitalization, assuming vesting of all restricted stock awards and
is subject to increase based on holders of outstanding restricted stock electing
to receive cash in lieu of restricted stock in accordance with the restricted
stock incentive plans. Of such 1,479,290 shares of Common Stock, (i) 670,385
were owned directly, (ii) 147,645 shares had been granted under the restricted
stock incentive plans which are still subject to certain restrictions on
disposition as provided in such plans and (iii) 661,260 shares were owned by the
Richard and Jane Manoogian Foundation, a charitable foundation of which the
Reporting Person is a director. No other person described in Amendment No. 14 to
Schedule 13D, dated August 1, 2000 owns any other shares of Common Stock of the
Issuer or shares of Common Stock subject to options. All of such Common Stock
and options owned immediately prior to the Recapitalization were canceled in
accordance with the Recapitalization Agreement and exchanged for the merger
consideration or the option consideration as described therein. As a result of
the Recapitalization, all shares which previously could be acquired upon
conversion of convertible securities of the Issuer will no longer be convertible
into shares of Common Stock and will only be convertible into cash in accordance
with the indenture governing such convertible securities.
(b) The Reporting Person has the sole power to vote all of the shares
described in clauses (i) and (ii) of Item 5(a) above, and the sole power to
dispose of the shares described in clause (i) of Item 5(a) above. The Reporting
Person shares with other directors voting and investment power with respect to
the 661,260 shares owned by the Richard and Jane Manoogian Foundation. The
Reporting Person, Eugene A. Gargaro, Jr. and Jane Manoogian are the directors of
the Richard and Jane Manoogian Foundation, and all of the directors have a
business address of 21001 Van Born Road, Taylor, Michigan 48180. To the
knowledge of the undersigned none of the directors of such foundation has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws. They are all citizens of the United States of America.
(c) During the sixty day period ended November 28, 2000 no transactions in
the Common Stock occurred, other than the lapse or restrictions on November 28,
2000, with respect to 49,215 previously restricted shares of Common Stock.
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(d) Not Applicable.
(e) On November 28, 2000, the Reporting Person ceased to be the beneficial
owner of more than five percent of the shares of Common Stock.
The Reporting Person disclaims any beneficial ownership or interest
whatsoever in the shares of the Common Stock of the Issuer owned by the Richard
and Jane Manoogian Foundation, and filing of this Amendment No. 15 to Schedule
13D shall not be construed as an admission that he is the beneficial owner of
such shares. Shares of common stock owned by Masco Corporation, of which the
reporting person is Chairman of the Board and Chief Executive Officer, are
separately reported by Masco Corporation.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities
of the Issuer.
All options granted under the Issuer's 1984 Stock Option Plan and 1991 Long
Term Stock Incentive Plan were canceled in accordance with the Recapitalization
Agreement.
As of November 28, 2000, 147,645 shares of Common Stock awarded to the
Reporting Person under the Issuer's 1984 Restricted Stock Incentive Plan and its
1991 Long Term Stock Incentive Plan remained subject to the restrictions
described in Amendment No. 14 to the Reporting Persons Schedule 13D and
described in the Recapitalization Agreement.
On November 28, 2000, in connection with the Recapitalization, the
Reporting Person, the Issuer, Heartland Industrial Partners (FF), L.P.
("HIPFF"), Heartland Industrial Partners (E1), L.P. ("HIPE1"), Heartland
Industrial Partners (K1), L.P. ("HIPK1"), Heartland Industrial Partners (C1),
L.P. ("HIPC1") and Heartland Industrial Partners, L.P. ("HIP" and, collectively
with HIPFF, HIPE1, HIPK1 and HIPC1, the "Heartland Entities"), Credit Suisse
First Boston Equity Partners, L.P. ("CSFB"), Masco Corporation ("Masco"),
various of their affiliates and other stockholders of MascoTech entered into a
Shareholders Agreement ("Shareholders Agreement"). The following description of
certain items of the Shareholders Agreement is qualified in its entirety by
reference to the Shareholders Agreement.
Election of Directors. The Shareholders Agreement provides that the parties
will vote their shares of common stock in order to cause a majority of the board
of directors to be designated by the Heartland Entities, one director to be
designated by Masco and one director to be designated by CSFB, after
consultation with the Heartland Entities.
Transfers of Common Stock. Prior to the date the Issuer has consummated a
public offering of Common Stock of at least $100.0 million (a "Qualifying Public
Equity Offering"), the Shareholders Agreement restricts transfers of Common
Stock except for transfers to permitted transferees, pursuant to the "right of
first offer", "tag-along" or "drag-along" provisions described below or pursuant
to an effective registration statement or pursuant to Rule 144 under the
Securities Act.
Right of First Offer. The Shareholders Agreement provides that prior to a
Qualifying Public Equity Offering no stockholder may transfer any of its shares
other than to a permitted transferee or pursuant to the "tag-along" and
"drag-along" provisions unless such stockholder shall offer such shares to the
Issuer. If the Issuer declines to purchase the shares, then the Heartland
Entities have the right to purchase such shares.
Tag-Along Rights and Drag-Along Rights. The Shareholders Agreement grants
to the stockholders, subject to certain exceptions, in connection with a
proposed transfer of common stock by the Heartland Entities, the right to
re-
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quire the proposed transferee to purchase a proportionate percentage of the
shares owned by the other stockholders upon the same economic terms as are being
offered to the Heartland Entities. These rights terminate upon a Qualifying
Public Equity Offering. The Shareholders Agreement provides that when the
Heartland Entities enter into a transaction resulting in a substantial change of
control of the Issuer, the Heartland Entities have the right to require the
other stockholders to sell a proportionate percentage of shares of Common Stock
in such transaction as the Heartland Entities are selling and to otherwise vote
in favor of the transactions effecting such substantial change of control. These
rights terminate upon a Qualifying Public Equity Offering
Preemptive Rights. Subject to certain exceptions, the Shareholders
Agreement provides that if the Issuer or one of its subsidiaries issues, sells
or grants rights to acquire for cash any shares of common stock or any other
security convertible or exchangeable therefor ("Equity Interests"), then the
Issuer will be obligated to offer certain stockholders and the Heartland
Entities the right to purchase on the same terms and conditions of the sale,
such amount of shares of Common Stock or such other Equity Security as would be
necessary for such stockholders and the Heartland Entities to maintain their
then current beneficial ownership interest in the Issuer. These rights terminate
upon an initial public offering by the Issuer.
Other Rights. The Shareholders Agreement provides the stockholders with
piggy-back rights with customary terms and provides the Reporting Person, Masco,
CSFB and the Heartland Entities with demand registration rights. The
Shareholders Agreement also provides that prior to a Qualifying Public Equity
Offering the Issuer will consult with CSFB in respect of certain matters.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Shareholders Agreement dated as of November 28, 2000 by and
among MascoTech, Inc., Masco Corporation, Richard Manoogian, Richard and Jane
Manoogian Foundation, Heartland Industrial Partners (FF), L.P., Heartland
Industrial Partners (E1), L.P., Heartland Industrial Partners (K1), L.P.,
Heartland Industrial Partners (C1), L.P. and Heartland Industrial Partners, L.P.
LongPoint Capital Fund, L.P., LongPoint Capital Partners, L.L.C., CRM 1999
Enterprise Fund, L.L.C., Kleinwort Benson Holdings, Inc., 75 Wall Street
Associates L.L.C., Metropolitan Life Insurance Company, First Union Capital
Partners, L.L.C., GE Capital Equity Investments, Inc., Credit Suisse First
Boston U.S. Executive Advisors, L.P., Credit Suisse First Boston Equity Partners
(Bermuda), L.P., Credit Suisse First Boston Equity Partners, L.P., EMA Partners
Fund 2000, L.P., EMA Private Equity Fund 2000, L.P., Merchant Capital, Inc.,
BancBoston Capital Inc., and Private Equity Portfolio Fund II, L.L.C. Filed with
the Commission on December 8, 2000 as an exhibit to Heartland Industrial
Partners, L.P.'s Schedule 13D for MascoTech, Inc. dated the date hereof and
incorporated by reference herein.
Exhibit 2. Definitive Proxy Statement of MascoTech, Inc. Filed with the
Commission on October 26, 2000 and incorporated by reference herein.
Exhibit 3. Schedule 13E-3 of MascoTech, Inc. Filed with the Commission on
October 26, 2000 and incorporated by reference herein.
Page 5 of 6 Pages
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 8, 2000
RICHARD A. MANOOGIAN
By: /s/ Richard A. Manoogian
Page 6 of 6 Pages
