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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
December 15, 2000
Date of Report (Date of earliest event reported)
MASCOTECH, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Delaware 001-12068 38-251395
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
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21001 Van Born Road, Taylor, Michigan 48180
(Address of principal executive offices)
(313) 792-6237
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 15, 2000, MascoTech, Inc., a Delaware corporation (the
"Company"), consummated the acquisition of Simpson Industries, Inc., a Michigan
corporation ("Simpson"), from the stockholders of Simpson pursuant to an
Agreement and Plan of Merger (the "Merger Agreement') dated as of September 29,
2000, as modified by the Assignment Agreement dated as of December 15, 2000.
The value of the transaction was $365.0 million. The Company financed the
acquisition with bank borrowings, equity financing and an accounts receivable
securitization.
Simpson Industries supplies powertrain and chassis products to original
equipment manufacturers in the worldwide automotive and truck engine markets.
Simpson's products are focused in three groups: noise, vibration and harshness,
wheel-end suspension, and modular engine assemblies. Simpson's manufacturing
units are located in the United States, Canada, Mexico, Brazil, England, India,
France, Spain and South Korea.
Item 7. Financial Statements And Exhibits.
(a) Financial Statements of Business Acquired
As of the date of filing of this Current Report on Form 8-K/A, it is
impracticable for the Registrant to provide the financial statements required by
this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K/A no later than 60 days
after December 15, 2000.
(b) Pro Forma Financial Information
As of the date of filing of this Current Report on Form 8-K/A, it is
impracticable for the Registrant to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this form 8-K/A no later
than 60 days after December 15, 2000.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
(99.1) Agreement and Plan of Merger dated September 29, 2000 (as modified
by an Assignment Agreement dated as of December 15, 2000 by and
between Simmer Acquisition Company LLC and Metalync Company LLC, a
wholly owned subsidiary of MascoTech, Inc.)
(99.2) Press Release dated December 15, 2000*
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* Incorporated by reference to the Form 8-K filed by MascoTech, Inc. on
December 18, 2000.
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SIGNATURES
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.
Dated: December 27, 2000
MASCOTECH, INC.
By: /s/ David B. Liner
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David B. Liner
Vice President and General Counsel
EXHIBIT INDEX
99.1 Agreement and Plan of Merger dated September 29, 2000 (as modified by
an Assignment Agreement dated as of December 15, 2000 by and between
Simmer Acquisition Company LLC and Metalync Company LLC, a wholly
owned subsidiary of MascoTech, Inc.)
99.2 Press Release dated December 15, 2000*
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* Incorporated by reference to the Form 8-K filed by MascoTech, Inc. on
December 18, 2000.
