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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
MascoTech, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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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)
August 1, 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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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 8 pages.
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CUSIP NO. 574670 10 5 13D PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Richard A. Manoogian
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions) PF and OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 4,635,576
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 2,061,953
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 4,438,716
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 2,061,953
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,697,529
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8*
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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* For purposes of calculating this percentage, shares outstanding include
shares deemed beneficially owned by virtue of holding a current right to acquire
shares, shares underlying convertible securities and options which are
currently exercisable or which become exercisable within sixty days.
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CUSIP NO. 574670 10 5
The information contained in this Amendment No. 14 supplements and amends the
information contained in the following Items of the Schedule 13D filed by
Richard A. Manoogian 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.
On August 2, 2000, the Issuer issued a press release (the "Press
Release") announcing that it had entered into a Recapitalization Agreement dated
as of August 1, 2000 (the "Recapitalization Agreement") with Riverside Company
LLC, a Delaware limited liability company ("Riverside"), pursuant to which
Riverside will be merged with and into the Issuer, with the Issuer as the
surviving corporation (the "Riverside Merger"). Heartland Industrial Partners,
L.P., a Delaware limited partnership ("Heartland"), controls Riverside and, as a
result of the transactions contemplated by the Recapitalization Agreement will
acquire control of the Issuer. The Recapitalization Agreement further provides
that each share of the Common Stock held by the shareholders of the Issuer
(other than certain shares of Common Stock held by Masco Corporation, by the
reporting person, and by The Richard and Jane Manoogian Foundation) will be
converted into a cash payment at the closing of $16.90 per share of Common Stock
plus their prorata share of the net proceeds realized on the disposition of
certain non-operating assets of the Issuer.
The transactions contemplated by the Recapitalization Agreement are
subject to certain conditions.
In connection with the transactions contemplated under the
Recapitalization Agreement, Riverside, Masco Corporation, the reporting person
and the Richard and Jane Manoogian Foundation entered into an Exchange and
Voting Agreement dated as of August 1, 2000 (the "Exchange and Voting
Agreement"). Pursuant to the Exchange and Voting Agreement, Masco Corporation
and the reporting person and the Richard and Jane Manoogian Foundation have
agreed to vote in favor of the Recapitalization Agreement and the transactions
contemplated thereunder. As a result of the transactions contemplated under the
Recapitalization Agreement and the Exchange and Voting Agreement, Masco
Corporation, the reporting person, and the Richard and Jane Manoogian
Foundation, and other members of management will retain an equity stake of
approximately 20% in the Issuer, as the surviving corporation after the
consummation of the transactions contemplated thereunder.
Each of the foregoing descriptions of the Recapitalization Agreement,
the Exchange and Voting Agreement and the Press Release is qualified in its
entirety by reference to the Recapitalization Agreement, a copy of which is
attached hereto as Exhibit 99i and is incorporated herein by reference, to the
Exchange and Voting Agreement, a copy of which is attached hereto as Exhibit
99.j and is incorporated herein by reference, and to the Press Release, a copy
of which is attached hereto as Exhibit 99.l and is incorporated herein by
reference.
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CUSIP NO. 574670 10 5
Item 4. Purpose of the Transaction.
Pursuant to the Exchange and Voting Agreement, a portion of the shares
of Common Stock held by the reporting person and the Richard and Jane Manoogian
Foundation will be exchanged for preferred stock of the Issuer prior to the
Riverside Merger. This preferred stock will be converted into Common Stock of
the Issuer in the Riverside Merger. As a result of these transactions, Heartland
will acquire control of the Issuer and the Common Stock will be eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 and to be delisted from the New York Stock Exchange.
Item 5. Interest in Securities of Issuer.
(a) After giving effect to transactions since the date of the previous
amendment to this Schedule 13D, but prior to the transactions contemplated by
the Recapitalization Agreement and the Exchange and Voting Agreement, as of
August 1, 2000 the reporting person beneficially owned 6,697,529 shares of
Common Stock, of which (i) 4,173,716 shares were owned directly, (ii) 196,860
shares had been granted under the restricted stock incentive plans of the Issuer
and are still subject to certain restrictions on disposition as provided in such
plans, (iii) 265,000 shares could be acquired upon the exercise of options
granted under the Issuer's stock option plan to the extent such options are
exercisable on or before October 1, 2000, (iv) 661,260 shares were owned by the
Alex and Marie Manoogian Foundation, a charitable foundation of which the
reporting person is a director, (v) 224,516 shares could be acquired by the Alex
and Marie Manoogian Foundation upon the conversion of convertible securities of
the Issuer held by such Foundation, (vi) 995,500 shares were owned by the
Richard and Jane Manoogian Foundation, a charitable foundation of which the
reporting person is a director, (vii) 109,677 shares could be acquired by the
Richard and Jane Manoogian Foundation, a charitable foundation of which the
reporting person is a director, upon conversion of convertible securities of the
Issuer held by such Foundation, (viii) 20,000 shares were owned by the Armenian
Apostolic Society, and (ix) an aggregate of 51,000 shares were owned by various
trusts. To the best of his knowledge and based on the number of shares of Common
Stock believed to be outstanding as of August 1, 2000, the reporting person
would be deemed to be the beneficial owner of 14.8 percent of the shares of
Common Stock. For purposes of calculating this percentage, shares outstanding
include shares deemed beneficially owned by virtue of holding a current right to
acquire shares, shares underlying convertible securities and options which are
currently exercisable or which become exercisable within sixty days. Pursuant to
the Recapitalization Agreement and the Exchange and Voting Agreement, the
reporting person and the Richard and Jane Manoogian Foundation will continue to
hold a portion of their equity in the Issuer following the Riverside Merger.
(b) Subject to the Exchange and Voting Agreement: 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 would have the sole power to
vote and to dispose of the shares described in clause (iii) of Item 5(a) above
upon their acquisition. The reporting person shares with the other directors
voting and investment power with respect to the 1,656,760 shares owned by the
Foundations described in clause (iv) and (vi) of Item 5(a) above. The reporting
person would also share with
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CUSIP NO. 574670 10 5
the other directors voting and investment power with respect to the shares
described in clauses (v) and (vii) of Item 5(a) above upon their acquisition.
The reporting person, Christine Simone, Louise M. Simone and Eugene A. Gargaro,
Jr., are the directors of the Alex and Marie Manoogian Foundation, and 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 the Foundations has been
convicted in a criminal proceeding nor have they 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. The reporting person shares with the thirty-four (34) other
Trustees voting and investment power with respect to the 20,000 shares owned by
the Society described in clause (viii) of Item 5(a) above. With respect to the
other Trustees of the Society, the reporting person has not inquired with
respect to their involvement in any proceedings or their addresses or
citizenship. The reporting person shares with the other trustees voting and
investment power with respect to the 51,000 shares owned by the trusts described
in clause (ix) of Item 5(a) above. With respect to these other trustees, the
reporting person has not inquired with respect to their involvement in any
proceedings or their addresses or citizenship. Pursuant to the Exchange and
Voting Agreement, the reporting person and the Richard and Jane Manoogian
Foundation have agreed to vote all shares of Common Stock then beneficially
owned in favor of the Transactions (as defined in the Recapitalization
Agreement).
(c) During the sixty day period ended August 1, 2000 no transactions
in the Common Stock occurred, other than the lapse of restrictions on July 1,
2000 with respect to four thousand, five hundred (4,500) previously restricted
shares (See Item 6).
The reporting person disclaims any beneficial ownership or interest
whatsoever in the shares of the Common Stock or other securities of the Issuer
owned by the Foundations, Society and trusts, and the filing of this Amendment
No. 14 to Schedule 13D shall not be construed as an admission that he is the
beneficial owner of such shares or other securities. 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 Securities of the Issuer.
Pursuant to the Issuer's 1984 Stock Option Plan and 1991 Long Term
Stock Incentive Plan, the reporting person holds currently exercisable options
and options which become exercisable on or before October 1, 2000 to acquire an
aggregate of 265,000 shares of Common Stock. The option price was equal to the
fair market value of the shares of Common Stock on the date of the grant and
each option is exercisable cumulatively in installments over a period of ten
years and one day.
In addition to the above described options, the reporting person also
holds awards of restricted shares of Common Stock pursuant to the Issuer's 1984
Restricted Stock Incentive Plan and its 1991 Long Term Stock Incentive Plan.
Shares awarded pursuant to these Plans are
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CUSIP NO. 574670 10 5
restricted and held by the Issuer. Awards to the reporting person generally vest
over a period of ten years contingent upon continued employment and
automatically vest upon death or permanent and total disability or the
occurrence of certain events constituting a change in control of Masco
Corporation or the Issuer. The career restricted award of 35,000 shares made in
1998 is scheduled to vest one-third each year following retirement on or after
age 65 (assuming continuous employment from the date of grant to the date of
retirement) but the vesting schedule may be accelerated based on attainment of
target share prices or target earnings per share amounts. Until the shares vest,
the reporting person may not transfer ownership of such shares but has the right
to vote them. As of August 1, 2000, 196,860 shares of Common Stock awarded to
the reporting person under these Plans remained subject to the restrictions
described herein.
As described above, pursuant to the Exchange and Voting Agreement the reporting
person and the Richard and Jane Manoogian Foundation have agreed to exchange a
portion of their shares of Common Stock into preferred stock prior to the
Riverside Merger (which will be converted into Common Stock of the Issuer) and
the reporting person and the Richard and Jane Manoogian Foundation have agreed
to vote all shares of Common Stock then beneficially owned in favor of the
Transactions.
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CUSIP NO. 574670 10 5
Item 7. Material to be Filed as Exhibits.
*Exhibit 99.a Option Award Letter dated November 11, 1996 from MascoTech,
Inc. to Richard A. Manoogian, granted pursuant to the
MascoTech, Inc. 1991 Long Term Stock Incentive Plan
*Exhibit 99.b Stock Award Letters to Richard A. Manoogian from MascoTech,
Inc. dated March 18, 1994, February 24, 1995 and November 11,
1996, granted pursuant to the MascoTech, Inc. 1991 Long Term
Stock Incentive Plan
*Exhibit 99.c Restricted Stock Award Agreement between Richard A. Manoogian
and MascoTech, Inc., dated April 21, 1997, granted pursuant
to the MascoTech, Inc. 1991 Long Term Stock Incentive Plan
*Exhibit 99.d Restricted Stock Award Agreements between Richard A.
Manoogian and MascoTech, Inc., each dated April 2, 1998,
granted pursuant to the MascoTech, Inc. 1991 Long Term Stock
Incentive Plan.
*Exhibit 99.e Career Restricted Stock Award Agreement between Richard A.
Manoogian and MascoTech, Inc., dated June 19, 1998, granted
pursuant to the MascoTech, Inc. 1991 Long Term Stock
Incentive Plan.
*Exhibit 99.f Restricted Stock Award Agreement between Richard A. Manoogian
and MascoTech, Inc., dated April 19, 1999, granted pursuant
to the MascoTech, Inc. 1991 Long Term Stock Incentive Plan.
*Exhibit 99.g Restricted Stock Award Agreement between Richard A. Manoogian
and MascoTech, Inc., dated April 23, 1999, granted pursuant
to the MascoTech, Inc. 1991 Long Term Stock Incentive Plan.
*Exhibit 99.h MascoTech, Inc. 1991 Long Term Stock Incentive Plan (Restated
as of July 15, 1998). Incorporated by reference to the
Exhibits filed with MascoTech, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998.
Exhibit 99.i Recapitalization Agreement dated as of August 1, 2000.
Incorporated by reference to the Exhibits filed with
MascoTech, Inc.'s Current Report on Form 8-K dated August 7,
2000.
Exhibit 99.j Press Release dated August 2, 2000. Incorporated by reference
to the Exhibits filed with MascoTech, Inc.'s Current Report
on Form 8-K dated August 7, 2000.
Exhibit 99.k Exchange and Voting Agreement dated as of August 1, 2000.
Incorporated by reference to the Exhibits filed with
MascoTech, Inc.'s Current Report on Form 8-K dated August 7,
2000.
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CUSIP NO. 574670 10 5
*Previously filed
SIGNATURE
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.
DATE: August 10, 2000
/s/ Richard A. Manoogian
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Richard A. Manoogian
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