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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
------------------------
MASCOTECH, INC.
(Name of Issuer)
------------------------
MASCOTECH, INC.
MASCO CORPORATION
RICHARD A. MANOOGIAN
RICHARD AND JANE MANOOGIAN FOUNDATION
RIVERSIDE COMPANY LLC
HEARTLAND INDUSTRIAL PARTNERS, L.P.
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
------------------------
574670105
(CUSIP Number of Class of Securities)
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<TABLE>
<S> <C> <C>
DAVID B. LINER JOHN R. LEEKLEY DANIEL P. TREDWELL
VICE PRESIDENT SENIOR VICE PRESIDENT RIVERSIDE COMPANY LLC AND
AND GENERAL COUNSEL AND GENERAL COUNSEL HEARTLAND INDUSTRIAL PARTNERS, L.P.
MASCOTECH, INC. MASCO CORPORATION 320 PARK AVENUE, 33RD FLOOR
21001 VAN BORN ROAD 21001 VAN BORN ROAD NEW YORK, NEW YORK 10022
TAYLOR, MICHIGAN 48180 TAYLOR, MICHIGAN 48180 TEL.: (212) 981-5613
TEL.: (313) 274-7405 TEL.: (313) 274-7400
</TABLE>
(Name, Address and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C> <C> <C>
LEONARD KREYNIN FREDRICK M. MILLER ALAN STUART SCHWARTZ W. LESLIE DUFFY
DAVIS POLK & WARDWELL DYKEMA GOSSETT PLLC HONIGMAN MILLER SCHWARTZ JONATHAN A. SCHAFFZIN
450 LEXINGTON AVENUE 400 RENAISSANCE CENTER AND COHN CAHILL GORDON & REINDEL
NEW YORK, NEW YORK 10017 DETROIT, MICHIGAN 48243 2290 FIRST NATIONAL BUILDING 80 PINE STREET
(212) 450-4000 (313) 568-6975 DETROIT, MICHIGAN 48226 NEW YORK, NEW YORK 10005
(313) 465-7574 (212) 701-3000
</TABLE>
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [ ]
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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<S> <C>
U.S. $607,039,558 U.S. $121,408
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</TABLE>
* For purposes of calculating the filing fee only. Pursuant to the
recapitalization agreement dated August 1, 2000, Riverside Company LLC will
merge with and into MascoTech and common stock of MascoTech, par value $1.00
per share ("Common Stock"), with the exceptions described below, will be
converted into the right to receive $16.90. All stockholders, including those
retaining an interest in MascoTech, will also have the right to receive
additional cash amounts if required by the recapitalization agreement. Since
MascoTech is unable to value this right, the filing fee is based only on the
cash consideration to be paid in the merger. As of August 23, 2000, there were
44,757,419 shares of Common Stock outstanding. Of that amount, (1) three
stockholders (each a "continuing stockholder") will retain an aggregate of
4,241,025 shares of Common Stock in the merger and one of those stockholders
will rollover another 2,136,100 shares of Common Stock and (2) 3,678,811
shares of Common Stock subject to restricted stock awards will be canceled
immediately prior to the merger but holders of restricted stock awards (other
than a continuing stockholder) will receive cash merger consideration in
exchange for 10% of their shares (348,195 shares) of restricted stock awards.
A total of 9,707,741 shares (4,241,025 plus 2,136,100 plus 3,678,811 shares
minus 348,195 shares) will not be acquired in the transaction. The filing fee
was determined by adding (x) the product of (i) the number of shares of Common
Stock that are proposed to be acquired in the transactions calculated by
subtracting 9,707,741 from 44,757,419 and (ii) the transaction consideration
of $16.90 in cash per share of Common Stock, plus (y) $14,700,000 payable to
holders of stock options granted by MascoTech to purchase shares of Common
Stock in exchange for the cancellation of such options and phantom stock
awards granted by MascoTech ((x) and (y) together, the "Merger
Consideration"). The payment of the filing fee, calculated in accordance with
Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended,
equals one-fiftieth of one percent of the Merger Consideration.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount previously paid: $121,408
Form or Registration No.: Schedule 14A
Filing party: MascoTech, Inc.
Date filed: August 29, 2000
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<PAGE> 2
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by (1) MascoTech, Inc., a Delaware corporation and issuer
of the common stock, par value $1.00 per share ("Common Stock"), which is the
subject of the Rule 13e-3 transaction ("MascoTech"), (2) Masco Corporation, a
Delaware corporation ("Masco Corporation"), (3) Richard A. Manoogian, (4) the
Richard and Jane Manoogian Foundation, a Michigan non-profit corporation (the
"Foundation"), (5) Riverside Company LLC, a Delaware limited liability company
("Riverside"), and (6) Heartland Industrial Partners, L.P., a Delaware limited
partnership ("Heartland"). This Schedule 13E-3 relates to the Recapitalization
Agreement, dated as of August 1, 2000 between MascoTech and Riverside (the
"Recapitalization Agreement").
Concurrently with the filing of this Schedule 13E-3, MascoTech is filing
with the Securities and Exchange Commission a proxy statement (the "Proxy
Statement") under Regulation 14A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), relating to the special meeting of stockholders of
MascoTech at which the stockholders of MascoTech will consider and vote upon,
among other things, a proposal to approve and adopt the Recapitalization
Agreement and authorize the merger of Riverside with and into MascoTech. Prior
to this merger, Masco Corporation, Mr. Manoogian and the Foundation (the
"continuing stockholders") will exchange some of their Common Stock for class A
preferred stock pursuant to an exchange and voting agreement. In addition, Masco
Corporation will exchange some of its Common Stock for class B preferred stock.
The continuing stockholders have also agreed to vote for the Recapitalization
Agreement and the related merger. As a result of this merger, the stockholders
(other than holders who properly demand appraisal rights and the continuing
stockholders) of MascoTech will be entitled to receive for each share of Common
Stock (other than shares subject to restricted stock awards) $16.90 in cash plus
additional cash amounts from the net proceeds of the disposition by MascoTech of
stock of Saturn Electronics & Engineering Inc. as specified in the
Recapitalization Agreement. Options and restricted stock awards will be treated
as described more fully in the Proxy Statement. In the merger, class A preferred
stock will be converted into Common Stock and class B preferred stock will be
converted into Common Stock and preferred stock.
A copy of the Proxy Statement is attached hereto as Exhibit (a)(1), a copy
of the Recapitalization Agreement is attached as Annex B to the Proxy Statement
and the exchange and voting agreement is attached as Annex C to the Proxy
Statement. All references in this Schedule 13E-3 to Items numbered 1001 through
1016 are references to Items contained in Regulation M-A under the Exchange Act.
All information contained in this Schedule 13E-3 concerning Riverside and
Heartland has been supplied by Heartland, all information concerning Masco
Corporation has been supplied by Masco Corporation, all information concerning
Mr. Manoogian and the Foundation has been supplied by Mr. Manoogian and all
information concerning MascoTech has been provided by MascoTech.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated herein by reference. As of the date
hereof, the Proxy Statement is in preliminary form and is subject to completion
or amendment. Capitalized terms used but not defined in this Schedule 13E-3
shall have the meanings given to them in the Proxy Statement.
ITEM 1. SUMMARY TERM SHEET.
Item 1001
The information contained in the sections of the Proxy Statement entitled
"Summary Term Sheet" and "Questions and Answers About the Mergers" is
incorporated herein by reference.
<PAGE> 3
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 1002
<TABLE>
<S> <C>
(a) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet -- The Parties" and
"Who Can Help Answer Your Questions" is incorporated herein
by reference.
(b) The information contained in the section of the Proxy
Statement entitled "Special Meeting -- Who Can Vote; Record
Date" is incorporated herein by reference.
(c)-(d) The information contained in the section of the Proxy
Statement entitled "Comparative Per Share Market Price and
Dividend Information" is incorporated herein by reference.
(e) Not applicable.
(f) The information contained in the sections of the Proxy
Statement entitled "Information Relating to MascoTech
Securities -- Purchases by MascoTech", "Information Relating
to MascoTech Securities -- Purchases by Masco Corporation",
"Information Relating to MascoTech Securities -- Purchases
by Richard A. Manoogian", "Information Relating to MascoTech
Securities -- Purchases by the Foundation" and "Information
Relating to MascoTech Securities -- Purchases by Riverside
and Heartland" is incorporated herein by reference.
</TABLE>
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
Item 1003
<TABLE>
<S> <C>
(a) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet -- The Parties",
"Summary Term Sheet -- Going Private Transaction", "Summary
Term Sheet -- The Mergers", "Summary Term Sheet -- Stock
Ownership of Management, Directors and Other Affiliates",
"Directors and Executive Officers of MascoTech", "Directors
and Executive Officers of Masco Corporation", "Directors and
Executive Officers of the Foundation", "Identities and
Backgrounds of Riverside and Heartland -- Riverside Company
LLC", "Identities and Backgrounds of Riverside and
Heartland -- Heartland Industrial Partners, L.P." and
"Identities and Backgrounds of Riverside and Heartland --
Heartland Industrial Associates L.L.C." is incorporated
herein by reference.
(b) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet -- The Parties",
"Directors and Executive Officers of MascoTech", "Directors
and Executive Officers of Masco Corporation", "Directors and
Executive Officers of the Foundation","Identities and
Backgrounds of Riverside and Heartland -- Riverside Company
LLC", "Identities and Backgrounds of Riverside and
Heartland -- Heartland Industrial Partners, L.P." and
"Identities and Backgrounds of Riverside and
Heartland -- Heartland Industrial Associates L.L.C." is
incorporated herein by reference.
(c)(1)-(5) The information contained in the sections of the Proxy
Statement entitled "Directors and Executive Officers of
MascoTech", "Directors and Executive Officers of Masco
Corporation", "Directors and Executive Officers of the
Foundation", "Identities and Backgrounds of Riverside and
Heartland -- Riverside Company LLC", "Identities and
Backgrounds of Riverside and Heartland -- Heartland
Industrial Partners, L.P.", "Identities and Backgrounds of
Riverside and Heartland -- Heartland Industrial Associates
L.L.C." and "Identities and Backgrounds of Riverside and
Heartland -- General" is incorporated herein by reference.
</TABLE>
2
<PAGE> 4
ITEM 4. TERMS OF THE TRANSACTION.
Item 1004
<TABLE>
<S> <C>
(a)(1) Not applicable.
(a)(2) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Questions and
Answers About the Mergers", "Special Meeting -- Vote
Required; Voting Procedures", "Special Factors -- Background
of the Mergers", "Special Factors -- MascoTech's Position
Regarding the Fairness of the Recapitalization Merger",
"Special Factors -- MascoTech's Purpose and Reasons for the
Mergers", "Special Factors -- Recommendation of MascoTech's
Special Committee and Board of Directors", "Special
Factors -- Heartland's Purpose and Reasons for the Mergers";
"Special Factors -- Position of Riverside and Heartland";
"Special Factors -- The Continuing Stockholders' Purpose and
Reasons for the Mergers"; "Special Factors -- Position of
the Continuing Stockholders", "Special Factors -- Opinion of
Special Committee's Financial Advisor", "Special Factors --
Opinion of MascoTech's Financial Advisor", "Special
Factors -- Certain Effects of the Mergers", "Special
Factors -- Subsequent Developments", "Special
Factors -- Plans for MascoTech After the Recapitalization
Merger", "Special Factors -- Accounting Treatment of the
Recapitalization Merger" and "Special Factors -- Material
Federal Income Tax Consequences" is incorporated herein by
reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Questions and
Answers About the Mergers", "Special Factors -- Certain
Effects of the Mergers", "Interests of Certain Persons in
the Mergers", "The Recapitalization Agreement -- Exchange of
Shares", "The Recapitalization Agreement -- Consideration in
the Recapitalization Merger", "The Recapitalization
Agreement -- Options and Restricted Stock Awards" and "Other
Agreements -- Exchange and Voting Agreement" is incorporated
herein by reference.
(d) The information contained in the section of the Proxy
Statement entitled "Appraisal or Dissenters' Rights" and in
Annex G to the Proxy Statement, Section 262 of the Delaware
General Corporation Law, is incorporated herein by
reference.
(e) The information contained in the section of the Proxy
Statement entitled "Where You Can Find More Information" is
incorporated herein by reference.
(f) Not applicable.
</TABLE>
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 1005
<TABLE>
<S> <C>
(a) The information contained in the section of the Proxy
Statement entitled "Information Relating to MascoTech
Securities -- Agreement Relating to Masco Corporation
Securities" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy
Statement entitled "Special Factors -- Background of the
Mergers", "Interests of Certain Persons in the Mergers",
"The Recapitalization Agreement" and "Other Agreements" is
incorporated herein by reference.
(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors -- Background of the
Mergers" and "Interests of Certain Persons in the Mergers"
is incorporated herein by reference.
</TABLE>
3
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<TABLE>
<S> <C>
(e) The information contained in the sections of the Proxy
Statement entitled "Special Factors -- Amount and Source of
Funds and Financing of the Recapitalization Merger",
"Interests of Certain Persons in the Mergers", "The
Recapitalization Agreement", "Other Agreements -- Exchange
and Voting Agreement", "Information Relating to MascoTech
Securities -- Agreements Relating to MascoTech Securities",
"Information Relating to MascoTech Securities -- Agreement
Relating to Masco Corporation Securities" and "Identities
and Backgrounds of Riverside and Heartland -- General" is
incorporated herein by reference.
</TABLE>
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 1006
<TABLE>
<S> <C>
(b) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet", "Special
Factors -- Certain Effects of the Mergers", "Special
Factors -- Plans for MascoTech After the Recapitalization
Merger" and "The Recapitalization Agreement -- Consideration
in the Recapitalization Merger" is incorporated herein by
reference.
(c)(1)-(8) The information contained in the sections of the Proxy
Statement entitled "Special Factors -- Background of the
Mergers", "Special Factors -- Plans for MascoTech after the
Recapitalization Merger", "Special Factors -- Certain
Effects of the Mergers", "The Recapitalization Agreement",
"Other Agreements" and "Comparative Per Share Market Price
and Dividend Information" is incorporated herein by
reference.
</TABLE>
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
Item 1013
<TABLE>
<S> <C>
(a)-(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors -- Background of the
Mergers", "Special Factors -- MascoTech's Purpose and
Reasons for the Mergers", "Special Factors -- Heartland's
Purpose and Reasons for the Mergers", "Special
Factors -- The Continuing Stockholders' Purpose and Reasons
for the Mergers", "Special Factors -- Recommendation of
MascoTech's Special Committee and Board of Directors",
"Special Factors -- Position of Riverside and Heartland",
"Special Factors -- Position of the Continuing Stockholders"
and "Special Factors -- Certain Effects of the Mergers" is
incorporated herein by reference.
(d) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet -- Going Private
Transaction", "Special Factors -- MascoTech's Position
Regarding the Fairness of the Recapitalization Merger",
"Special Factors -- Recommendation of MascoTech's Special
Committee and Board of Directors", "Special
Factors -- Certain Effects of the Mergers", "Special
Factors -- Material Federal Income Tax Consequences",
"Special Factors -- Accounting Treatment of the
Recapitalization Merger" and "The Recapitalization
Agreement -- The Surviving Corporation" is incorporated
herein by reference.
</TABLE>
ITEM 8. FAIRNESS OF THE TRANSACTION.
Item 1014
<TABLE>
<S> <C>
(a), (b) The information contained in the sections of the Proxy
Statement entitled "Special Factors -- Background of the
Mergers", "Special Factors -- MascoTech's Position Regarding
the Fairness of the Recapitalization Merger", "Special
Factors -- MascoTech's Purpose and Reasons for the Mergers",
"Special Factors -- Recommendation of MascoTech's Special
Committee and Board of Directors", "Special
Factors -- Position of Riverside and Heartland", "Special
Factors -- Position of the Continuing Stockholders",
"Special Factors -- Opinion of Special Committee's Financial
Advisor", "Special Factors -- Opinion of MascoTech's
Financial Advisor" and "Interests of Certain Persons in the
Mergers" is incorporated herein by reference.
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C>
(c) The information contained in the section of the Proxy
Statement entitled "Special Meeting -- Vote Required; Voting
Procedures" is incorporated herein by reference.
(d) The information contained in the sections of the Proxy
Statement entitled "Questions and Answers About the
Mergers -- Why Was the Special Committee Formed?", "Special
Factors -- Background of the Mergers" and "Special
Factors -- Opinion of Special Committee's Financial Advisor"
is incorporated herein by reference.
(e) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet -- MascoTech's
Recommendations to Stockholders" and "Special Factors --
Recommendation of MascoTech's Special Committee and Board of
Directors" is incorporated herein by reference.
(f) Not applicable.
</TABLE>
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
Item 1015
<TABLE>
<S> <C>
(a)-(c) The information contained in the sections of the Proxy
Statement entitled "Special Factors -- Opinion of Special
Committee's Financial Advisor" and "Special
Factors -- Opinion of MascoTech's Financial Advisor" and in
Annexes E and F to the Proxy Statement is incorporated
herein by reference.
</TABLE>
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS.
Item 1007
<TABLE>
<S> <C>
(a), (b) The information contained in the section of the Proxy
Statement entitled "Special Factors -- Amount and Source of
Funds and Financing of the Recapitalization Merger" and
"Other Agreements -- Stock Purchase Agreement" and in Annex
D of the Proxy Statement is incorporated herein by
reference.
(c) The information contained in the section of the Proxy
Statement entitled "Expenses" is incorporated herein by
reference.
(d)(1)-(2) The information contained in the section of the Proxy
Statement entitled "Special Factors -- Amount and Sources of
Funds and Financing of the Recapitalization Merger" is
incorporated herein by reference.
</TABLE>
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 1008
<TABLE>
<S> <C>
(a)(1)-(4) The information contained in the section of the Proxy
Statement entitled "Security Ownership of Management and
Certain Beneficial Owners -- Five Percent Holders and
Executive Officers and Directors of MascoTech", "Security
Ownership of Management and Certain Beneficial
Owners -- Executive Officers and Directors of Masco
Corporation" and "Identities and Backgrounds of Riverside
and Heartland -- General" is incorporated herein by
reference.
(b) The information contained in the sections of the Proxy
Statement entitled "Information Relating to MascoTech
Securities -- Purchases by MascoTech", "Information Relating
to MascoTech Securities -- Purchases by Masco Corporation",
"Information Relating to MascoTech Securities -- Purchases
by Richard A. Manoogian", "Information Relating to MascoTech
Securities -- the Foundation" and "Information Relating to
MascoTech Securities -- Purchases by Riverside and
Heartland" is incorporated herein by reference.
</TABLE>
5
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ITEM 12. THE SOLICITATION OR RECOMMENDATION.
Item 1012
<TABLE>
<S> <C>
(d) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet -- Stock Ownership of
Management, Directors and Other Affiliates", "Special
Meeting -- Vote Required; Voting Procedures", "Special
Factors -- Background of the Mergers" and "Special
Factors -- Recommendation of MascoTech's Special Committee
and Board of Directors" is incorporated herein by reference.
(e) The information contained in the section of the Proxy
Statement entitled "Special Factors -- Recommendation of
MascoTech's Special Committee and Board of Directors" is
incorporated herein by reference.
</TABLE>
ITEM 13. FINANCIAL STATEMENTS.
Item 1010
<TABLE>
<S> <C>
(a) The information contained in the section of the Proxy
Statement entitled "Selected Historical Financial Data",
MascoTech's Consolidated Financial Statements on pages 17
through 42 of MascoTech's Annual Report on Form 10-K for the
fiscal year 1999 filed with the SEC on March 29, 2000 and
pages 1 through 7 of MascoTech's Quarterly Report on Form
10-Q for the quarter ended June 30, 2000 filed with the SEC
on August 14, 2000 is incorporated herein by reference.
(b) Not applicable.
</TABLE>
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Item 1009
<TABLE>
<S> <C>
(a), (b) The information contained in the section of the Proxy
Statement entitled "Special Meeting -- Time and Place; Proxy
Solicitation" is incorporated herein by reference.
</TABLE>
ITEM 15. ADDITIONAL INFORMATION.
Item 1011
<TABLE>
<S> <C>
(b) The information contained in the Proxy Statement, including
all appendices thereto, is incorporated herein by reference.
</TABLE>
ITEM 16. EXHIBITS.
Item 1016
<TABLE>
<S> <C>
(a)(1) Definitive Proxy Statement filed with the Securities and
Exchange Commission on October 26, 2000.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange
Commission along with the Proxy Statement filed with the
Securities and Exchange Commission on October 26, 2000.(1)
(a)(3) Press Release of MascoTech, Inc. dated August 2, 2000.(2)
(b)(1) Commitment Letter between Riverside Company LLC and The
Chase Manhattan Bank dated August 1, 2000 (including term
sheets).
(c)(1) Opinion of McDonald Investments, Inc. dated August 1, 2000
attached as Annex E to the Proxy Statement.(1)
(c)(2) Opinion of Salomon Smith Barney Inc. dated August 1, 2000
attached as Annex F to the Proxy Statement.(1)
(c)(3) Financial presentation materials, dated August 1, 2000, of
McDonald Investments, Inc.(2)
</TABLE>
6
<PAGE> 8
<TABLE>
<S> <C>
(c)(4) Financial presentation materials, dated August 1, 2000, of Salomon Smith Barney Inc.(2)
(c)(5) Financial presentation materials, dated July 28, 2000, of McDonald Investments, Inc.(2)
(c)(6) Financial presentation materials, dated July 28, 2000, of Salomon Smith Barney Inc.(2)
(c)(7) Financial presentation materials, dated May 18, 1999, of Salomon Smith Barney Inc.
(d)(1) Recapitalization Agreement dated as of August 1, 2000 between MascoTech, Inc. and Riverside Company LLC,
attached as Annex B to the Proxy Statement.(1)
(d)(2) Exchange and Voting Agreement dated as of August 1, 2000 among Riverside Company LLC, Masco Corporation,
the Richard and Jane Manoogian Foundation and Richard A Manoogian attached as Annex C to the Proxy
Statement.(1)
(d)(3) MascoTech, Inc. 1991 Long Term Stock Incentive Plan (Restated July 15, 1998).(3)
(d)(4) MascoTech, Inc. 1984 Restricted Stock Incentive Plan (Restated December 6, 1995).(4)
(d)(5) MascoTech, Inc. 1984 Stock Option Plan (restated September 21, 1999).(5)
(f) Section 262 of the Delaware General Corporation Law, attached as Annex G to the Proxy Statement.(1)
(g) None.
</TABLE>
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(1) Incorporated by reference to the Proxy Statement filed by MascoTech, Inc. on
October 26, 2000.
(2) Previously filed.
(3) Incorporated by reference to the exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
(4) Incorporated by reference to the exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995.
(5) Incorporated by reference to the exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1999.
7
<PAGE> 9
SIGNATURES
After due 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.
MASCOTECH, INC.
By: /s/ DAVID B. LINER
------------------------------------
Name: David B. Liner
Title: Vice President
MASCO CORPORATION
By: /s/ JOHN R. LEEKLEY
------------------------------------
Name: John R. Leekley
Title: Senior Vice President
RICHARD A. MANOOGIAN
/s/ RICHARD A. MANOOGIAN
--------------------------------------
RICHARD AND JANE MANOOGIAN FOUNDATION
By: /s/ RICHARD A. MANOOGIAN
------------------------------------
Name: Richard A. Manoogian
Title: President
HEARTLAND INDUSTRIAL PARTNERS, L.P.
By: HEARTLAND INDUSTRIAL ASSOCIATES
LLC,
its General Partner
By: /s/ DAVID A. STOCKMAN
------------------------------------
Name: David A. Stockman
Title: Senior Managing Director
RIVERSIDE COMPANY LLC
By: /s/ DAVID A. STOCKMAN
------------------------------------
Name: David A. Stockman
Title: President
Date: October 26, 2000
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
(a)(1) Definitive Proxy Statement filed with the Securities and
Exchange Commission on October 26, 2000.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange
Commission along with the Proxy Statement filed with the
Securities and Exchange Commission on October 26, 2000.(1)
(a)(3) Press Release of MascoTech, Inc. dated August 2, 2000.(2)
(b)(1) Commitment Letter between Riverside Company LLC and The
Chase Manhattan Bank dated August 1, 2000 (including term
sheets).
(c)(1) Opinion of McDonald Investments, Inc. dated August 1, 2000
attached as Annex E to the Proxy Statement.(1)
(c)(2) Opinion of Salomon Smith Barney Inc. dated August 1, 2000
attached as Annex F to the Proxy Statement.(1)
(c)(3) Financial presentation materials, dated August 1, 2000, of
McDonald Investments, Inc.(2)
(c)(4) Financial presentation materials, dated August 1, 2000, of
Salomon Smith Barney Inc.(2)
(c)(5) Financial presentation materials, dated July 28, 2000, of
McDonald Investments, Inc.(2)
(c)(6) Financial presentation materials, dated July 28, 2000, of
Salomon Smith Barney Inc.(2)
(c)(7) Financial presentation materials, dated May 18, 1999, of
Salomon Smith Barney Inc.
(d)(1) Recapitalization Agreement dated as of August 1, 2000
between MascoTech, Inc. and Riverside Company LLC, attached
as Annex B to the Proxy Statement.(1)
(d)(2) Exchange and Voting Agreement dated as of August 1, 2000
among Riverside Company LLC, Masco Corporation, the Richard
and Jane Manoogian Foundation and Richard A Manoogian
attached as Annex C to the Proxy Statement.(1)
(d)(3) MascoTech, Inc. 1991 Long Term Stock Incentive Plan
(Restated July 15, 1998).(3)
(d)(4) MascoTech, Inc. 1984 Restricted Stock Incentive Plan
(Restated December 6, 1995).(4)
(d)(5) MascoTech, Inc. 1984 Stock Option Plan (restated September
21, 1999).(5)
(f) Section 262 of the Delaware General Corporation Law,
attached as Annex G to the Proxy Statement.(1)
(g) None.
</TABLE>
-------------------------
(1) Incorporated by reference to the Proxy Statement filed by MascoTech, Inc. on
October 26, 2000.
(2) Previously filed.
(3) Incorporated by reference to the exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998.
(4) Incorporated by reference to the exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995.
(5) Incorporated by reference to the exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1999.
