EXHIBIT (a)(2)
[Form of Proxy]
Proxy for Special Meeting of Stockholders to be held on , 2000
MASCOTECH, INC.
Proxy Solicited on Behalf of the Board of Directors
The undersigned, hereby revoking any Proxy heretofore given, appoints
RICHARD A. MANOOGIAN and EUGENE A. GARGARO, JR. and each of them attorneys and
proxies for the undersigned, each with full power of substitution, to vote the
shares of MascoTech, Inc. common stock, par value $1.00 per share, registered in
the name of the undersigned to the same extent the undersigned would be entitled
to vote if then personally present at the special meeting of stockholders of
MascoTech, Inc. to be held at the offices of MascoTech, Inc. at 21001 Van Born
Road, Taylor, Michigan, 48180, on , , 2000, at
9:00 a.m. and at any adjournment thereof.
The undersigned hereby acknowledges receipt of the accompanying notice of
special meeting of stockholders and proxy statement.
(Continued and to be dated and signed on the reverse side.)
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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSALS 1 AND 2.
This Proxy when executed will be voted in the manner directed herein. If no
direction is made, this Proxy will be voted FOR Proposals 1 and 2. Discretionary
authority is hereby conferred as to all other matters that may come before the
special meeting.
1. To approve and adopt an agreement of merger and the related merger of
MascoTech Harbor Inc., a wholly owned subsidiary of MascoTech, with and
into MascoTech. In this merger MascoTech's certificate of incorporation
will be changed so that the provision requiring that the holders of at
least 95% of the common stock of MascoTech approve business combinations,
including mergers, involving persons owning 30% or more of MascoTech's
voting stock is repealed.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To approve and adopt a recapitalization agreement and the related merger of
Riverside Company LLC, an affiliate of Heartland, with and into MascoTech.
In this merger, the stockholders of MascoTech common stock (other than
holders who properly demand appraisal rights or holders who have separately
agreed to retain a portion of their MascoTech common stock) will be
entitled to receive, for each share of common stock (other than shares
subject to restricted stock awards), merger consideration of $16.90 in cash
plus additional cash amounts from the net proceeds of the disposition of
stock of Saturn Electronics & Engineering Inc. held by MascoTech as
specified in the recapitalization agreement. This merger will be completed
only if the merger with MascoTech Harbor is completed first.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE CHECK THIS BOX IF YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON. [ ]
Please sign exactly as name appears at
left. Executors, administrators,
trustees, attorneys-in-fact et al.
should so indicate when signing. If the
signature is for a corporation, please
sign the full corporate name by an
authorized officer. If the signature is
for a partnership, please sign the full
partnership name by an authorized
person. If you are acting as
attorney-in- fact please so indicate. If
shares are registered in more than one
name, all holders must sign.
Date: _______________________ , 2000
_______________________________________
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SIGNATURE(S)
_______________________________________
Capacity (Title or Authority, e.g.,
President, Partner, Executor, Trustee,
Attorney-in-Fact)
VOTES MUST BE INDICATED (X) IN BLACK OR
BLUE INK.
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VOTING INSTRUCTIONS FOR ALL STOCKHOLDERS
There are three convenient ways to vote your proxy.
o VOTE BY TELEPHONE: Use any touch-tone telephone to vote your proxy. Call
1- , 7 days a week, 24 hours a day. Have your proxy card in
hand when you call. You will be prompted to enter your control number,
located in the box below, and then follow the simple directions, OR
o VOTE BY INTERNET: Use the internet to vote your proxy. Log on to the
website http:// . Have your proxy card in hand when you access the
website. You will be prompted to enter your control number, located in the
box below, to create an electronic proxy, OR
o VOTE BY MAIL: Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided.
The telephone and internet voting procedures are designed to authenticate
stockholders' identities, to allow stockholders to give their voting
instructions and to confirm that stockholders' instructions have been recorded
properly and have been authorized by the stockholder. Section 212(c)(2) of the
Delaware General Corporation Law authorizes the use of electronic transmission,
such as transmissions over the internet, to grant a proxy.
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| Control Number For Telephone/Internet Voting |
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