SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 28, 2000
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MascoTech, Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 001-12068 38-251395
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 Van Born Rd, Taylor, MI 48180
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 274-7405
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Change of Control of Registrant
On November 28, 2000, an affiliate of Heartland Industrial Partners, L.P.
("Heartland") merged with and into MascoTech, Inc. (the "Company") pursuant to a
Recapitalization Agreement dated as of August 1, 2000 (the "Recapitalization
Agreement") attached hereto as Exhibit 99.1 and incorporated herein by
reference. The merger was a "going private" transaction as described in more
detail in the Statement on Schedule 13E-3 and the Definitive Proxy Statement on
Schedule 14A filed by the Company with the Commission on October 26, 2000, which
are attached hereto as Exhibit 99.2 and 99.3, respectively, and incorporated
herein by reference.
Item 5. Other Events.
On November 28, 2000, the Company issued a press release announcing that
the merger of an affiliate of Heartland with the Company had been completed as
of November 28, 2000. As a result of the merger, each outstanding share of the
Company's common stock was converted into the right to receive $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 between MascoTech and the Heartland affiliate dated
August 1, 2000, as amended. A copy of the press release is attached hereto as
Exhibit 99.4 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Recapitalization Agreement dated as of August 1, 2000
between MascoTech, Inc. and Riverside Company LLC
(incorporated by reference to an exhibit to a report on
Form 8-K previously filed on August 7, 2000)
99.2 Statement on Schedule 13E-3 (previously filed on October
26, 2000)
99.3 Definitive Proxy Statement on Schedule 14A (previously
filed on October 26, 2000)
99.4 Press Release of MascoTech, Inc. dated as of November 28,
2000
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SIGNATURE
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.
MASCOTECH, INC.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Vice President and
General Counsel
November 28, 2000
