MASCOTECH INC, S-1, 2000-12-27

MASCOTECH INC
S-1, 2000-12-27
MOTOR VEHICLE PARTS & ACCESSORIES

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As filed with the Securities and Exchange Commission on December 27, 2000
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MASCOTECH, INC.
(Exact name of registrant as specified in its charter)
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Delaware 3714 38-2513957
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Offering Price Per Share (1) Aggregate Offering Price (1) Registration Fee
Registered
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Common Stock, par value
$1.00 per share 464,785 shares $16.90 $7,854,867 $1,964
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
amount of the registration fee.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission acting pursuant to Section
8(a) may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 27, 2000

PROSPECTUS

464,785 Shares

MASCOTECH, INC.

Common Stock
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The selling stockholders named in this prospectus under the heading
"Selling Stockholders" are offering for sale, from time to time, up to 464,785
shares of common stock of MascoTech, Inc.

There is no public market for our common stock and none is expected to
develop for any shares offered hereby for the foreseeable future. Our common
stock traded on The New York Stock Exchange until November 28, 2000, when, as a
result of a recapitalization merger, our common stock was delisted from The New
York Stock Exchange. Purchasers of common stock hereby must be prepared to hold
their shares indefinitely and be prepared to bear the risk of loss of their
entire investment. This prospectus has been prepared in accordance with an
agreement between MascoTech and the selling stockholders.

Each selling stockholder, acting as principal for its own account or in
brokerage transactions at prevailing market prices, if any, or in transactions
at negotiated prices, may offer its shares for sale. We will not receive any
proceeds from the sale of the shares by these selling stockholders, but will pay
the registration fee and our own expenses for registering the shares to be sold.
The selling stockholders will receive all of the proceeds from the sale of their
shares and will pay underwriting discounts and selling commissions, if any,
applicable to any sale of shares covered by this prospectus.

It is not possible at the present time to determine the price to the public
in any sale of the shares by the selling stockholders and each selling
stockholder reserves the right to accept or reject, in whole or in part, any
proposed purchase of shares. Accordingly, the public offering price, the
underwriting discounts or selling commissions, if any, applicable to the sale of
the shares covered by this prospectus and the net proceeds to the selling
stockholders will be determined at the time of such sale by the selling
stockholders.

Investing in our common stock involves substantial risks. See "Risk
Factors" beginning on page 5 to read about factors that you should consider
before buying shares of our common stock.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is , 2001

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You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. The selling stockholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where
offers and sales are permitted. The information in this prospectus is current
only as of its date, regardless of the time of delivery of this prospectus or
any offer or sale of our common stock. In this prospectus, "MascoTech," "we,"
"us" and "our" refer to MascoTech, Inc. and its subsidiaries.

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TABLE OF CONTENTS

Page Page

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Forward-Looking Statements.................i Management................................40
Prospectus Summary.........................1 Security Ownership of Certain
The Offering...............................4 Beneficial Owners and Management..........48
Risk Factors...............................5 Related Party Transactions................51
The Recapitalization......................11 Description of Capital Stock..............55
Use of Proceeds...........................13 Description of Our Indebtedness...........59
Dividend Policy...........................13 Plan of Distribution......................63
Determination of Offering Price...........13 Legal Matters.............................64
Capitalization............................14 Experts...................................64
Selling Stockholders......................16 Where You Can Find Additional
Pro Forma Financial Data..................17 Information...............................64
Selected Historical Financial Data........24 Index to Financial Statements............F-1
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...........................25

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Until , 2001, all dealers that buy, sell or trade our common stock, whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealers' obligation to deliver a prospectus when
acting as an underwriter.

forward-looking statements

This prospectus contains forward-looking statements that are subject to a
number of risks and uncertainties, many of which are beyond our control, which
may include statements about:

o our business strategy;

o our liquidity and capital expenditures;

o our debt levels and ability to obtain financing and service debt;

o competitive pressures and trends in the automotive supply industry;

o cyclicality and economic condition of the industries we currently
serve;

o uncertainty regarding our future operating results;

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o prevailing levels of interest rates; and

o plans, objectives, expectations and intentions contained in this
prospectus that are not historical.

All statements, other than statements of historical fact included in this
prospectus, regarding our strategy, future operations, financial position,
estimated revenues and losses, projected costs, prospects, plans and objectives
of management are forward-looking statements. When used in this prospectus, the
words "will," "believe," "anticipate," "intend," "estimate," "expect," "project"
and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. All
forward-looking statements speak only as of the date of this prospectus. You
should not place undue reliance on these forward-looking statements. Although we
believe that our plans, intentions and expectations reflected in or suggested by
the forward-looking statements we make in this prospectus are reasonable, we can
give no assurance that these plans, intentions or expectations will be achieved.
We disclose important factors that could cause our actual results to differ
materially from our expectations under "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and elsewhere in
this prospectus. These cautionary statements qualify all forward-looking
statements attributable to us or persons acting on our behalf.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus
and may not contain all of the information you should consider before investing
in the shares of common stock offered by this prospectus. You should read this
entire prospectus carefully, including "Risk Factors" and our financial
statements and the notes to those financial statements included elsewhere in
this prospectus. Unless we indicate otherwise, all information in this
prospectus which refers to MascoTech or "we" or "our" refers to the business of
MascoTech prior to its acquisition of Simpson Industries, Inc.

MascoTech, Inc.

Our Company

We are a global diversified industrial manufacturer of highly engineered
products for the transportation, industrial and consumer markets. Our products
include metal-formed and precision-engineered components and modular systems
used in vehicle engine and drivetrain applications, specialty fasteners, towing
systems, packaging and sealing products and other industrial products. We serve
a broad range of over 150 automotive and industrial customers. Approximately 46%
of our 1999 sales were of original equipment automotive products and services.
We operate through two business groups. Our Metal Forming Group, accounts for
approximately two-thirds of our sales and our Diversified Industrial Product
Group, accounts for the remaining one-third of our sales.

Metal Forming Group. Our Metal Forming Group manufactures a broad range of
products used in automotive and industrial applications. The Metal Forming
Group's sales are primarily to light vehicle OEMs and component assemblers, but
also include other customers in the aerospace, heavy truck, construction,
general industrial and consumer markets. The Metal Forming Group's products,
which are used in engine, transmission and drivetrain components, assemblies and
subassemblies, include cold, warm and hot forged products, forged and
conventional powdered metal products and tubular fabricated products. In
addition, the Metal Forming Group manufactures specialty fasteners and other
metal formed products used in a variety of industrial applications.

Diversified Industrial Product Group. Our Diversified Industrial Product
Group manufactures towing and related accessories as well as a broad range of
products used in industrial applications. The Diversified Industrial Product
Group's towing and accessories products include trailer hitches, hitch mounted
accessories, jacks, couplers and winches, roof racks and related electrical
products. Specialty industrial products include closures and dispensing
products, gaskets, insulation products and precision cutting tools for a wide
variety of customers in the chemical, refining, container, construction and
other industries.

The Recapitalization

On November 28, 2000, a recapitalization of MascoTech was consummated in
accordance with the terms of a recapitalization agreement. Pursuant to the
recapitalization agreement, our publicly traded common stock was converted into
the right to receive $16.90 in cash plus additional cash amounts, if any, based
upon the net proceeds from any future disposition of the stock of Saturn
Electronics & Engineering Inc. owned by us. Only holders of our common stock at
the time of the recapitalization will be entitled to proceeds from any
disposition of our Saturn stock. Investors in the common stock offered hereby
will not be entitled to receive any Saturn proceeds. In connection with the
recapitalization, certain of our stockholders, primarily Masco Corporation and
Richard A. Manoogian and the related Richard and Jane Manoogian Foundation,
agreed to roll over a portion of their investment in us and consequently remain
as stockholders in MascoTech.

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As a result of the recapitalization, we are controlled by Heartland and its
affiliates. The purpose of the recapitalization was to enable us to pursue
opportunities to acquire other companies and develop into a full-service
provider of engineered metal products for automotive and industrial customers.
We believe significant acquisition opportunities exist in both North America and
Europe and we intend to selectively expand our international presence. These
acquisitions may be financed through debt, equity or a combination thereof.
Equity may be issued at prices which are dilutive to investors. We also expect
to consider various alternatives for rationalizing and focusing our existing
operations, including dispositions of assets and businesses. Since the
recapitalization, we completed our first acquisition on December 15, 2000, of
Simpson Industries, Inc., and are exploring numerous other potential
acquisitions.

Investors in our common stock are cautioned that we may announce material
transactions after the date of this prospectus. We reserve the right to refuse
to effect a transfer of shares of common stock offered hereby if, at the time
that shares are presented to us for transfer, we determine that this prospectus
contained a material misstatement or omission. We intend to notify the selling
stockholders of any such circumstance and to request that they immediately cease
to use this prospectus until we are in a position and are able to correct any
potential misstatement or omission.

Recent Developments

Simpson Acquisition. On December 15, 2000, we acquired Simpson Industries,
Inc. for total consideration of approximately $365 million, including fees and
expenses and the assumption of indebtedness. Simpson is a designer and
manufacturer of precision-engineered automotive components and modular systems
for passenger and sport utility vehicles, light- and heavy-duty trucks and
diesel engines. We believe that Simpson will further enhance our vertical
integration in the metal forming industry. Simpson's major product lines include
vibration control products and modules; wheel-end and suspension components and
assemblies; oil pumps, water pumps and other modular engine assemblies; and
transmission and driveline components that are machined from castings and
forgings. The acquisition of Simpson, the repayment of certain indebtedness of
Simpson and the payment of fees and expenses in connection with the acquisition
of Simpson was funded with approximately (1) $126 million in additional common
equity financing provided by Heartland and other equity co-investors, (2) $203
million from borrowings under our new credit facility ($200 million in term
loans and $3 million in revolving credit borrowings) and (3) $36 million from
the sale of accounts receivable pursuant to our accounts receivable facility. We
are in the process of finalizing sale-leaseback transactions to yield gross
proceeds to us of approximately $50 million. The net proceeds from the
sale-leaseback transactions will be used to pay down our tranche C term loan.

Divestiture of Equity Investments. To finance the recapitalization in part,
we sold certain of our non-operating assets, consisting of minority investments
in various companies, including our 44% equity interest in MSX International,
Inc., for $123.8 million.

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We were incorporated in Delaware in 1984. Our principal executive offices
are located at 21001 Van Born Road, Taylor, Michigan 48180. Our telephone number
is (313) 274-7405. Our internet address is

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www.mascotech.com. This internet address is provided for informational purposes
only and is not intended to be used as a hyperlink. Information on our web site
does not constitute part of this prospectus.

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The Offering

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Common stock offered by the selling
stockholders..................................... 464,785 shares.

Common stock to be outstanding after this
offering...................................... 41,839,672 shares. This includes 3,741,325 shares of
restricted stock held by our employees, of which
approximately 935,330 were vested at the time of the
recapitalization and the balance are subject to
vesting through January 14, 2004. This information
does not give effect to any elections for cash in lieu
of restricted stock to which such employees may be
entitled.

Absence of Public Market......................... All of our outstanding common stock is subject to
either restrictions on transfer under the federal
securities laws or contractual restrictions under a
shareholders agreement or the recapitalization
agreement. No public market will develop for the
shares offered hereby for the foreseeable future.

Use of Proceeds.................................. We will not receive any proceeds from the sale of our
common stock by the selling stockholders. See "Use of
Proceeds."
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RISK FACTORS

You should carefully consider each of the risks described below, together
with all of the other information contained in this prospectus, before deciding
to invest in shares of our common stock. If any of the following risks develop
into actual events, our business, results of operations and financial condition
could be materially adversely affected, the value of our common stock could
decline and you may lose all or part of your investment.

Lack of a Public Market for the Common Stock -- There will be no trading market
for these shares of common stock for the foreseeable future.

As a result of the recapitalization, no trading market for our common stock
exists. No public market for our common stock will develop unless we or one of
our stockholders undertakes a significant underwritten public offering. We do
not expect this to happen in the foreseeable future. Should a market develop, it
may not be active and our common stock could trade at prices lower than the
price at which you purchased your shares. Moreover, while we currently report
our financial results publicly due to the existence of the publicly traded 4
1/2% convertible subordinated debentures and to the number of holders of our
common stock, we cannot assure you that we will continue to be so obligated. The
lack of publicly available financial results will further adversely affect the
market for, and value of, your shares.

Should a market develop, its liquidity will be affected by a number of
factors, including general economic conditions and changes or volatility in the
financial markets, announcements or significant developments with respect to the
automotive industry or labor relations, actual or anticipated variations in our
quarterly or annual financial results, the introduction of new products or
technologies by us or our competitors, changes in other conditions or trends in
our industry or in the markets of any of our significant customers, changes in
governmental regulation or changes in securities analysts' estimates of our
future performance or that of our competitors or our industry. Recently, the
stock market has experienced extreme price and volume volatility. These
fluctuations may be unrelated to the operating performance of particular
companies whose shares are traded.

Leverage; Ability to Service Debt -- We may not be able to manage our business
as we might otherwise do so due to our high degree of leverage.

We incurred indebtedness in connection with the recapitalization and the
Simpson acquisition that is substantial in relation to our stockholders' equity.
As of September 30, 2000, after giving effect to the recapitalization and the
Simpson acquisition, but not assuming completion of contemplated sale-leaseback
transactions, we had approximately $1.54 billion of outstanding debt and
approximately $278.67 million of stockholders' equity. We expect our acquisition
activities to be financed with further indebtedness. The degree to which we are
leveraged will have important consequences, including the following:

o our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or general corporate
purposes may be impaired;

o a substantial portion of our cash flow from operations will be
dedicated to the payment of interest and principal on our
indebtedness, thereby reducing the funds available to us for other
purposes;

o our operations are restricted by our debt instruments, which contain
material financial and operating covenants;

o indebtedness under our credit facility is at variable rates of
interest, which makes us vulnerable to increases in interest rates;

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o indebtedness under our credit facility is secured by substantially all
of our assets; and

o our substantial degree of leverage will make us more vulnerable in the
event of a downturn in general economic conditions or in our business.

Our ability to satisfy our debt and other obligations will depend on our
future operating performance, which will be affected by prevailing economic
conditions and financial, business and other factors, many of which are beyond
our control. See "Description of Our Indebtedness" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources."

Liquidity and Capital Resources -- If we are unable to raise junior capital, our
liquidity and business strategies will be adversely impacted.

Our principal sources of liquidity are our $300 million revolving credit
facility and $225 million accounts receivable financing, but there are
significant limitations on our use of these facilities by reason of the
near-term maturity of our outstanding $305 million of convertible subordinated
debentures. Our credit facility contains provisions that are designed to ensure
that we have the necessary liquidity to repay the convertible subordinated
debentures. We must maintain restricted cash either in escrow from the proceeds
of other subordinated debt financing or equity financing or in the form of
availability under our revolving credit facility and accounts receivable
financing in increasing amounts at specified dates until the maturity of the
convertible subordinated debentures, which total up to $205 million by the
maturity date of the convertible subordinated debentures. To address the balance
of the amount due on the convertible subordinated debentures, we have secured a
commitment from Masco Corporation, one of our shareholders, to purchase up to
$100 million of a new issue of MascoTech subordinated debt from us, subject to
limited conditions, on or prior to October 31, 2003. We are obligated by our
credit facility to utilize our subordinated loan commitment from Masco to
satisfy our obligations in respect of the convertible subordinated debentures,
upon maturity, conversion or otherwise, to the extent that we have not raised
other subordinated debt or equity. Should Masco default in its obligations, we
will be materially and adversely affected, will be in default under our credit
facility and certain other obligations and may have difficulty in securing the
necessary financing to meet our obligations, including in respect of the
convertible subordinated debentures. Moreover, if we are not otherwise in
compliance with the terms of our credit agreement we may not be able to satisfy
such obligation. By reason of the foregoing, we do not expect to be able to
utilize our full revolving credit commitments, absent being able to raise
additional junior financing. In the event that we are unsuccessful in raising
additional junior financing, our acquisition activities will also be materially
impaired and we may have difficulty with respect to our liquidity should we
encounter difficult business conditions.

Challenges of Acquisition Strategy -- We may not be able to identify attractive
acquisition candidates, successfully integrate our acquired operations or
realize the intended benefits of our acquisitions.

One of the primary purposes of our recapitalization was to enable us to
pursue acquisition opportunities to become a full-service provider of engineered
metal products for our customers. We continually evaluate potential acquisitions
and engage in discussions with acquisition candidates. We intend to actively
pursue acquisition opportunities, some of which could be material. There can be
no assurance that suitable acquisition candidates will be identified and
acquired in the future, that the financing for any such acquisitions will be
available on satisfactory terms or that we will be able to accomplish our
strategic objectives as a result of any such acquisition. Nor can we assure you
that we will be able to maintain or improve the operating results of any
acquired company or that any acquired company, including Simpson, will be
successfully integrated into our operations. We will encounter various risks in
acquiring other companies, including the possible inability to integrate an
acquired business into our operations, increased goodwill amortization,
diversion of management's attention and unanticipated problems or liabilities,
some or all of which could materially and adversely affect us.

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Substantial Restrictions and Covenants -- Restrictions in our credit facility
limit our ability to take certain actions.

The value of our common stock will depend upon successful implementation of
our acquisition strategies and our ability to respond to competitive and
challenging market conditions. The agreements governing our new credit facility
include covenants that may impact the value of our common stock by, among other
matters, restricting our ability to:

o pay dividends or redeem or repurchase capital stock;

o incur additional indebtedness and grant liens;

o make acquisitions and joint venture investments;

o sell assets; and

o make capital expenditures.

Our credit facility also requires us to comply with financial covenants
relating to interest coverage and leverage. There can be no assurance that we
will be able to satisfy these covenants in the future or that we will be able to
pursue our new business strategies within the constraints of these covenants. If
we cannot comply, the value of our common stock may be materially and adversely
affected.

Our ability to comply with our covenants may be affected by events beyond
our control, including prevailing economic, financial and industry conditions.
The breach of our covenants could result in an event of default under our credit
facility, which could cause an event of default under our accounts receivable
facility and our equipment lease financing. Such breach would permit the lenders
to declare all amounts borrowed thereunder to be due and payable, together with
accrued interest, and the commitments of the lenders to make further extensions
of credit under our credit facility could be terminated. In addition, such
breach may cause a termination of our accounts receivable facility and our
equipment lease financing. If we were unable to secure a waiver or repay such
indebtedness, our secured lenders could proceed against their collateral. We do
not presently expect that alternative sources of financing will be available to
us under these circumstances or available on attractive terms.

Dilution -- Future issuances of shares of our common stock may dilute the
interests of our existing stockholders.

In connection with our acquisition strategy, we expect to issue additional
shares of our common stock to finance acquisitions and we expect to implement
employee incentive and other programs involving issuances of additional common
stock. In addition, our holders of restricted stock will receive additional
shares of restricted stock over the next three years under the terms of the
recapitalization agreement. Under the terms of a shareholders agreement, our
shareholders that are parties thereto will have the right to participate in
certain future issuances of our equity securities. Any issuance of additional
shares of common stock may result in economic dilution of the interest of
investors in the shares of common stock offered hereby.

Dependence on Automotive Industry and Industry Cyclicality -- The industries in
which we operate are dependent upon the economy and are cyclical.

Our sales for use in the OEM segments of the automotive industry accounted
for approximately one-half of our net sales. The effect of our acquisitions,
including Simpson, will likely increase this percentage. The automotive industry
is highly cyclical, is dependent on consumer spending and is subject to, among
other things, general economic conditions and the impact of international trade.
In addition, the automotive industry is sig-

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nificantly unionized and subject to work slowdowns and stoppages resulting from
labor disputes. We also sell products to customers in other industries that
experience cyclicality in demand for products, such as the construction,
industrial equipment, truck and electrical equipment industries. Recently
reported results from North American automotive manufacturers reflect weakness
in demand for their products which may continue well into 2001. For example, a
major customer has announced a requirement that suppliers reduce, by 5%, their
prices, effective January 1, 2001. A downturn in the North American automotive
industry could have a material adverse effect on our financial condition,
liquidity and results of operations. While our ten largest customers accounted
for less than one half of our net sales for the nine month period as of
September 30, 2000 and represent a range of industries, certain of our
individual operating businesses have a larger concentration of sales to
particular automotive or other customers. Although we consider our relations
with our customers to be good, the loss of certain automotive or other customers
could have a material adverse effect on us.

Dependence on Third-Party Suppliers and Manufacturers -- The loss of a
substantial number of our suppliers could affect our financial health.

Generally, our raw materials requirements are obtainable from various
sources and in quantities desired. While we currently maintain alternative
sources for raw materials, our businesses are subject to the risk of price
fluctuations and periodic delays in the delivery of certain specialty fasteners,
raw materials and component parts. Failure by certain suppliers to continue to
supply us with raw materials or such component parts on commercially reasonable
terms, or at all, would have a material adverse effect on us.

Our Industries Are Highly Competitive -- Recent trends among our customers will
increase competitive pressures in our businesses.

The markets for our products are highly competitive. Our competitors
include driveline component manufacturing facilities of existing OEMs, as well
as independent domestic and international suppliers. Certain of our competitors
are large companies that have greater financial resources than us. We believe
that the principal competitive factors are product quality and conformity to
customer specifications, design and engineering capabilities, product
development, timeliness of delivery and price. The rapidly evolving nature of
the markets in which we compete may attract new entrants as they perceive
opportunities, and our competitors may foresee the course of market development
more accurately than we may. In addition, our competitors may develop products
that are superior to our products or may adapt more quickly than us to new
technologies or evolving customer requirements. In our fastener segment, we
compete with domestic full-line industrial fastener distributors and other
domestic distributors that offer fasteners in addition to other products, as
well as a number of fastener manufacturers who, in certain circumstances, may
sell directly to OEMs. Recent trends by OEMs to limit their number of outside
vendors and moderate growth in the industrial fastener industry have resulted in
increased competition as many manufacturers and distributors have reduced prices
to compete more effectively. Management expects competitive pressures in our
markets to remain strong. Such pressures arise from existing competitors, other
companies that may enter our existing or future markets and, in certain cases,
our customers, which may decide to move production in-house of certain items
sold by us. There can be no assurance that we will be able to compete
successfully with our existing competitors or with new competitors. Failure to
compete successfully could have a material adverse effect on us.

Product Liability -- Our businesses expose us to product liability risks that
could materially and adversely impact us.

Our businesses expose us to potential product liability risks that are
inherent in the design, manufacture and sale of our products and products of
third-party vendors that we use or resell. While we currently maintain what
management believes to be suitable and adequate product liability insurance,
there can be no assurance that we will be able to maintain such insurance on
acceptable terms or that any such insurance will provide adequate protection
against potential liabilities. In the event of a claim against us, a lack of
sufficient insurance coverage could have a material adverse effect on us.

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Dependence on Key Personnel and Relationships -- We are in the process of
searching for a new chief executive officer and we depend on the services of
other key individuals and relationships, the loss of which would materially harm
us.

Our success will depend, in part, on the efforts of our executive officers
and other key employees. In connection with the recapitalization, our former
chief executive officer was replaced by our current acting interim chief
executive officer. We are presently engaged in a search for a permanent chief
executive officer. If we are unable to identify and appoint a qualified and
experienced chief executive officer in a timely manner, it may have a material
adverse effect on us. In addition, our future success will depend on, among
other factors, our ability to attract and retain other qualified personnel. The
loss of the services of any of our key employees or the failure to attract or
retain employees could have a material adverse effect on us. Our controlling
stockholder, Heartland Industrial Partners, provides us with valuable strategic,
operational and financial guidance and our former controlling stockholder, Masco
Corporation, provides us with valuable transitional corporate services which
transitional services are not required to be provided after calendar year 2002.
Masco has provided corporate services to us since 1984. To the extent that we
cannot provide either internally or through third parties the services provided
to us by Masco, our business and financial results could be materially adversely
affected.

Labor Relations -- A portion of our workforce is unionized.

As of September 30, 2000, approximately 18%, of our work force is
unionized, principally through the United Auto Workers union. We have
experienced labor difficulties in the past but we now consider our current
relations with our employees to be good. We experienced a labor strike at our
Fraser, Michigan plant which lasted from July 1997 to June 1998 and involved
approximately 140 employees. If our unionized workers were to engage in a
strike, work stoppage or other slowdown in the future, we could experience a
significant disruption of our operations, which could have a material adverse
effect on us.

International Sales -- A growing portion of our revenue may be derived from
international sources, which presents separate uncertainty for us.

A portion of our revenue, 12% for the 12 months ended December 31, 1999, is
derived from sales outside of the United States. As part of our business
strategy, we intend to expand our international operations through internal
growth and acquisitions. Sales outside of the United States, particularly sales
to emerging markets, are subject to other various risks which are not present in
sales within U.S. markets, including currency fluctuations, political and
economic instability, and uncertainty and governmental embargoes or foreign
trade restrictions such as antidumping duties. In addition, there are tax
inefficiencies in repatriating cash flow from non-U.S. subsidiaries. To the
extent such repatriation is necessary for us to meet our debt service or other
obligations, this will adversely affect us. The occurrence of or increase in any
adverse international economic conditions could have a material adverse effect
on us.

Environmental Matters -- We have been and may be subject in the future to
potential exposure to environmental liabilities.

Our operations are subject to federal, state, local and foreign laws and
regulations pertaining to pollution and protection of the environment governing,
among other things, emissions to air, discharge to waters and the generation,
handling, storage, treatment and disposal of waste and other materials, and
remediation of contaminated sites. Our subsidiaries were named as potentially
responsible parties in several sites requiring cleanup related to disposal of
wastes we generated. We have entered into consent decrees relating to two sites
in California along with the many other co-defendants in these matters. We have
incurred expenses for all these sites over a number of years, a portion of which
has been covered by insurance. In addition to the foregoing, our businesses have
incurred expenses to clean up company-owned or leased property.

-9-
<PAGE>

We believe that our business, operations and facilities are being operated
in compliance in all material respects with applicable environmental and health
and safety laws and regulations, many of which provide for substantial fines and
criminal sanctions for violations. The operation of manufacturing plants entails
risks in these areas, however, and there can be no assurance that we will not
incur material costs or liabilities in the future. In addition, potentially
significant expenditures could be required in order to comply with evolving
environmental and health and safety laws, regulations or requirements that may
be adopted or imposed in the future.

Government Regulation -- Fastener Quality Act.

The Fastener Quality Act of 1990 regulates the manufacture, importation and
distribution of certain high-grade industrial fasteners in the United States.
The Fastener Act, which was amended in June 1999, requires some testing,
certification, quality control and recordkeeping by the manufacturers, importers
and distributors of such fasteners. As a result, we, along with other fastener
suppliers, are required to maintain records and product tracking systems. We
have tracking and traceability systems, which, to date, have not materially
increased expenses. However, there can be no assurance that future regulations
will not result in materially increased costs for us.

Control by Principal Stockholder -- We are controlled by Heartland, whose
interests in our business may be different than yours.

As a result of the recapitalization, Heartland Industrial Partners and its
affiliates are able to control our affairs in all cases, except for certain
actions specified in a shareholders agreement among Heartland, Credit Suisse
First Boston Equity Partners, L.P., Masco Corporation, Richard Manoogian and
their various affiliates and certain other investors. Under the shareholders
agreement, holders of approximately 90% of our shares of common stock have
agreed to vote their shares for directors representing a majority of our board
that have been designated by Heartland. You should consider that the interests
of Heartland, as well as our other owners, will likely differ from yours in
material respects. See "Related Party Transactions" and "Security Ownership of
Certain Beneficial Owners and Management."

Terms of Shareholders Agreement -- Provisions of the shareholders agreement
impose significant operating and financial restrictions on our business.

Under the shareholders agreement, specified actions require the approval of
representatives of Credit Suisse First Boston Corporation, until such time as we
consummate a public common stock offering for at least $100 million in gross
proceeds to us. Such actions include certain acquisitions by us, the selection
of a chief executive officer, certain debt restructurings; and any liquidation
or dissolution of us. You should consider that we and our stockholders may be
unable to agree with CSFB on the implementation of such fundamental transactions
and other matters. This sort of disagreement may materially and adversely affect
us. In addition, directors designated by Heartland could block actions even if
other directors deem them advisable.

-10-
<PAGE>

THE RECAPITALIZATION

On November 28, 2000, we completed a recapitalization in which we merged
with Riverside Acquisition Corporation pursuant to a recapitalization agreement
dated August 1, 2000, as amended, between us and Riverside Acquisition
Corporation. Pursuant to the recapitalization agreement, each issued and
outstanding share of our common stock at the time of the recapitalization (other
than unvested shares of restricted stock and shares of common stock held by a
merger subsidiary of Heartland) was converted into the right to receive $16.90
in cash plus additional cash amounts based upon the net proceeds of the
disposition of the stock of Saturn Electronics & Engineering Inc. held by
MascoTech. Although no disposition of the stock of Saturn Electronics &
Engineering was made prior to the merger or has been made to date, former
holders of our common stock as of the merger will be entitled to amounts based
upon the net proceeds, if any, from any future disposition of that stock if and
when a disposition is completed. The amount which will be paid to such former
stockholders will equal the proceeds in excess of $18.0 million and less than or
equal to $40.0 million, any proceeds in excess of $55.7 million and less than or
equal to $56.7 million as well as 60% of any such proceeds in excess of $56.7
million. All other amounts of proceeds will be retained by MascoTech. Pursuant
to the recapitalization agreement, each outstanding share of Riverside
Acquisition Corporation immediately prior to the merger was converted into one
share of common stock of MascoTech.

Each unvested restricted stock award was canceled immediately prior to the
recapitalization and after the recapitalization a new restricted stock award
with the same number of shares was substituted for it having vesting terms set
forth in the recapitalization agreement. Holders of options with an exercise
price below the merger consideration were entitled to cash equal to the
difference between such merger consideration and the exercise price for such
options. Holders of options with the exercise price below the merger
consideration and former holders of restricted stock will also be entitled to
additional cash amounts from the proceeds of the disposition of Saturn stock in
accordance with the recapitalization agreement.

In connection with the recapitalization and in accordance with an exchange
and voting agreement, Richard A. Manoogian, the Richard and Jane Manoogian
Foundation, Masco Corporation and specified institutional investors converted a
portion of their common stock into preferred stock of MascoTech. Such preferred
stock was converted in the merger into common stock and/or preferred stock of
MascoTech, as the survivor of the recapitalization merger.

The following summarizes the sources and uses of funds for the
recapitalization:

Sources:
New credit facility borrowings(1).......................... $1,016.0
New accounts receivable facility financing................. 118.5
Sale of equity investments................................. 123.8
Convertible subordinated debentures........................ 305.0
Series A preferred stock (2)............................... 36.1
Rollover of common stock (2)............................... 82.7
Rollover of stock awards (3)............................... 63.2
New cash equity............................................ 435.0
Cash on hand............................................... 3.7
----------
Total sources......................................... $2,184.0
==========

-11-
<PAGE>

Uses:
Merger consideration paid in cash (4)...................... 597.6
Repayment of indebtedness, including accrued interest, and
retirement of former accounts receivable facility........ 1,017.4
Convertible subordinated debentures........................ 305.0
Rollover of common stock (2)............................... 82.7
Rollover of stock awards (3)............................... 63.2
Series A Preferred Stock (2)............................... 36.1
Estimated fees and expenses (5)............................ 82.0
----------
Total uses............................................ $2,184.0
==========

---------------------

(1) Includes $1,000 million of term loan borrowings and $16 million of
revolving credit borrowings.

(2) Richard A. Manoogian, the Richard and Jane Manoogian Foundation, Masco
Corporation and specified institutional investors effectively continued
their aggregate equity investment in MascoTech in the form of approximately
$74.4 million of common stock (which is valued at $16.90 per share, but
excludes Mr. Manoogian's restricted stock awards) and $36.1 million in
liquidation value ($33.1 million estimated fair value for accounting
purposes) of Series A preferred stock (held by Masco Corporation). Also
included in such number is the $7.9 million in value of common stock issued
to the selling stockholders to meet an obligation arising from the
recapitalization.

(3) An aggregate of 3,741,325 shares of unvested restricted stock were
cancelled immediately prior to the recapitalization and a new 3,741,325
shares of new restricted stock were substituted therefor immediately
following the recapitalization. The value of these restricted stock awards
at $16.90 per share was approximately $63.2 million. While holders of
restricted stock awards were entitled to make cash elections in respect of
a portion of their restricted stock awards that vested upon the
recapitalization, no cash was required at closing related to these cash
elections. Approximately $6 million of cash was required in 2000 after the
closing of the recapitalization and were financed with revolving credit
borrowings or cash on hand. For information concerning our continuing
restricted stock award obligations, see "Management - Restricted Stock
Awards."

(4) Includes payments in respect of in-the-money options.

(5) Fees and expenses in excess of this estimate, if any, will be financed with
revolving credit borrowings or cash on hand.

-12-
<PAGE>

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of our
common stock by the selling stockholders. All of the proceeds from the sale of
shares of our common stock by the selling stockholders will be received by the
selling stockholders.

DIVIDEND POLICY

We do not currently pay dividends on our common stock and it is our current
policy to retain earnings to repay debt and finance our operations and
acquisition strategies. In addition, our credit facility restricts our payment
of cash dividends on our common stock. See "Description of Our Indebtedness."
Prior to the recapitalization we paid dividends of $0.08 per share during the
first three quarters of 2000 and the last two quarters of 1999; $0.07 per share
during the first two quarters of 1999 and the last two quarters of 1998; and
$0.06 per share during the first two quarters of 1998.

DETERMINATION OF OFFERING PRICE

The offering price of the common stock offered by this prospectus is
indeterminate as of the date of this prospectus. The common stock may be offered
for sale by the selling stockholders from time to time in transactions on the
over-the-counter market, in negotiated transactions, or otherwise, or by a
combination of these methods, at fixed prices which may be changed, at market
prices (if any should exist) at the time of sale, at prices related to market
prices (if any should exist) or at negotiated prices. See "Plan of
Distribution."

-13-
<PAGE>

CAPITALIZATION

The following table sets forth our unaudited capitalization as of September
30, 2000 and as adjusted for the recapitalization and the Simpson acquisition as
if each had occurred on September 30, 2000. You should read this table in
conjunction with our financial statements and the notes to those financial
statements included elsewhere in this prospectus.

<TABLE>
<CAPTION>
At September 30, 2000
-------------------------------------
Actual As Adjusted(1)
------------ ----------------
(In thousands)
<S> <C> <C>
Cash and cash equivalents.................................. $ 14,100 $ 20,920(2)
=====================================
Long-term debt:
New Credit Facility (3).................................. $ -- $1,218,900
Old Credit Facility...................................... 934,000 --
4.5% convertible subordinated debentures (4)............. 305,000 305,000
Other.................................................... 15,900 15,900
---------- ----------
Total long-term debt.................................... 1,254,900 1,539,800

Redeemable preferred: 361,001 shares issued and
outstanding (5)......................................... -- $ 33,100
Preferred stock: $1.00 par value; 25 million shares
authorized; none and 361,001 shares issued and
outstanding included above (5).......................... -- --
Redeemable restricted common stock....................... -- 47,420
Restricted stock awards (6).............................. -- (47,420)

Shareholders' Equity:
Common stock: $1.00 par value; 250 million shares
authorized; 44.7 million and 41.8 million shares
issued and outstanding (including shares included
in redeemable restricted common stock)................ 44,730 38,700
Paid-in capital/retained earnings..................... 383,460 280,840
Less: Restricted stock awards (6).................... (43,730) --
---------- ----------
Accumulated other comprehensive loss.................. (42,710) (40,880)

Total shareholders' equity.......................... 341,750 278,660
---------- ----------
Total capitalization................................ $1,596,650 $1,851,560
========== ==========
</TABLE>

----------------------

(1) In addition to the pro forma adjustments described in the pro forma
financial statements included in the Pro Forma Financial Data section, the
"As Adjusted" column includes the debt and equity issued in connection with
the acquisition of Simpson Industries, Inc. These amounts do not reflect
certain repayments of approximately $50 million of term debt incurred to
acquire Simpson resulting from the pending sale-leaseback transactions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."

(2) The increase in cash and cash equivalents from the actual September 30,
2000 balance reflects the addition of cash from Simpson. The increase in
debt at MascoTech and Simpson between September 30, 2000 and the dates of
the recapitalization and acquisition, respectively, of about $45 million
has been reflected in the adjusted debt balance and is assumed not to
result from changes in cash and cash equivalents.

-14-
<PAGE>

(3) Our credit facility is comprised of a $300 million revolving credit
facility, a $500 million six and one-half year term loan, a $500 million
eight year term loan and a $200 million eight and one-half year term loan.
The table above excludes the repayment of approximately $50 million of the
$200 million eight and one-half year term loan facility with proceeds of
certain pending sale-leaseback transactions There are significant
limitations on our ability to draw upon the revolving credit facility that
increase over time. See "Description of Our Indebtedness."

(4) These are convertible into the cash consideration paid in the
recapitalization merger to our former common stockholders. They are
convertible at a conversion price of $31.00 for the amount of the
consideration payable in respect of a share of common stock and,
accordingly, are not expected to be converted into cash absent a material
adverse development. We have a commitment from one of our shareholders for
a $100 million subordinated loan that is available to fund, in part,
retirements of convertible subordinated debentures. See "Description of Our
Indebtedness."

(5) Shares of Series A Preferred Stock are issued and outstanding as a result
of the recapitalization. Such shares constitute redeemable capital stock in
accordance with Regulation S-X of the Securities and Exchange Commission
since they are mandatorily redeemable in November 2012. See "Description of
Capital Stock." As a result, the preferred stock is excluded from
stockholders equity. The liquidation amount of such preferred stock is
$36.1 million. However, for accounting purposes this preferred stock is
valued at a discount, reflecting certain common stock also received by the
holder of the preferred stock valued at $16.90 per share.

(6) Since the Company has the obligation to pay cash in respect of these
restricted stock awards at the option of the restricted stockholder, the
awards have been excluded from stockholders equity, as some or all of these
shares outstanding may represent temporary equity. For a discussion of our
obligations to fund cash in respect of our restricted stock awards, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Management - Restricted
Stock Awards."

-15-
<PAGE>

SELLING STOCKHOLDERS

This prospectus relates to the proposed resale by the selling stockholders
of 464,785 shares of our common stock.

The selling stockholders named in the table below have sole voting and
investment power with respect to all shares beneficially owned by them.
Information with respect to beneficial ownership is based upon data supplied to
us by, or available from, the selling stockholders. The selling stockholders may
offer less than the amount of shares indicated. No representation is made that
any shares will or will not be offered for sale. We will not receive any of the
proceeds from the sale of the shares.

The information shown under the heading "Shares Beneficially Owned After
Offering" assumes that all shares owned by the selling stockholder which are
offered are sold. The selling stockholders reserve the right to accept or
reject, in whole or in part, any proposed purchase of shares.

The selling stockholders listed below are former stockholders of K-Tech
Mfg. Inc. They received shares of MascoTech common stock in exchange for K-Tech
securities sold to us in August 1998, which shares were converted into cash upon
the recapitalization. The shares covered by this prospectus relate to MascoTech
shares of common stock issued following the recapitalization under the terms of
the amended merger agreement under which the selling stockholders originally
sold their K-Tech securities in August 1998. The amended merger agreement
contains various indemnity provisions relating to the registration statement of
which this prospectus is a part and the offering of MascoTech common stock by
the selling stockholders.

All of the MascoTech common stock owned by the selling stockholders (except
restricted stock awards certain selling stockholders will continue to hold after
the offering) is being offered by this prospectus. Certain donees, distributees,
pledgees or personal representatives of the selling stockholders may in the
future sell shares of MascoTech common stock under this prospectus and, in that
event, MascoTech will provide information about them in a prospectus supplement.

<TABLE>
<CAPTION>
Shares Beneficially Shares Covered Shares Beneficially
Name Owned Before Offering by This Prospectus Owned After Offering
----
Number Percent Number Percent
<S> <C> <C> <C> <C> <C>
Donald P. Kuhns(1)............. 194,959 * 185,913 9,046 *
Michael L. Kuhns............... 123,911 * 123,911 0 --
Michael Martino................ 41,320 * 41,320 0 --
Andrew M. Yerkes............... 41,320 * 41,320 0 --
William A. Collopy(1).......... 47,170 * 41,320 5,850 *
Gary J. VanderPoel(1).......... 37,031 * 31,001 6,030 *
</TABLE>

----------------------

* Less than 1%.

(1) Includes 9,046, 5,850 and 6,030 restricted stock awards held by Messrs. D.
Kuhns, Collopy and VanderPoel, respectively, of which 7,538, 4,875 and
5,025 are unvested, respectively.

-16-
<PAGE>

PRO FORMA FINANCIAL DATA

The following unaudited pro forma financial data have been derived from our
unaudited historical consolidated financial statements as of and for the nine
months ended September 30, 2000 and from our audited historical consolidated
financial statements for the year ended December 31, 1999.

The unaudited pro forma consolidated balance sheet gives effect to the
recapitalization as if it had occurred on September 30, 2000. The unaudited pro
forma consolidated statements of income give effect to the recapitalization as
if it had occurred at January 1, 1999. The unaudited pro forma financial data do
not purport to represent what our results of operations or financial position
would actually have been had the recapitalization occurred at such times. This
data also does not purport to project our results of operations or financial
position for or at any future period or date and does not include the effect of
the acquisition of Simpson.

The unaudited pro forma financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the historical financial statements and the notes thereto
included elsewhere in this prospectus.

-17-
<PAGE>

<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of September 30, 2000
Unaudited (amounts in thousands)

Company Recapitalization
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Current assets:
Cash............................................. $14,100 $710(A) $14,810
Receivables...................................... 195,070 (69,200)(B) 125,870
Inventories...................................... 177,010 -- 177,010
Deferred and refundable income taxes............. 24,490 -- 24,490
Prepaid expenses and other assets................ 16,490 13,750(M) 30,240
----------- -------------- -----------
Total current assets........................... 427,160 (54,740) 372,420

Equity and other investments in affiliates....... 115,530 (86,770)(C) 28,760
Property and equipment, net...................... 741,860 -- 741,860
Excess of cost over net assets of acquired companies 755,560 7,860(L) 763,420
Notes receivable and other assets................ 39,290 32,420(D) 71,710
----------- ---------------- -----------
Total assets................................... $2,079,400 $(101,230) $1,978,170
=========== ================ ===========

Current liabilities:
Accounts payable................................. $138,990 -- $138,990
Accrued liabilities.............................. 116,970 $42,020(E) 158,990
----------- ---------------- -----------
Total current liabilities...................... 255,960 42,020 297,980

Convertible subordinated debentures................. 305,000 -- 305,000

Other long-term debt:
Bank debt........................................ 934,000 38,250(F) 972,250
Other............................................ 15,900 -- 15,900
Deferred income taxes and other long-term........ 226,790 (24,810)(G) 201,980
----------- ---------------- -----------
Total liabilities.............................. 1,737,650 55,460 1,793,110

Redeemable preferred stock.......................... -- 33,100(H) 33,100
Redeemable restricted common stock.................. -- 47,420(I) 47,420
Less: restricted stock awards...................... -- (47,420)(N) (47,420)

Shareholders equity:
Preferred stock.................................. -- -- --
Common stock..................................... 44,730 (13,490)(J) 31,240
Paid in capital and retained earnings............ 383,460 (221,860)(J) 161,600
Accumulated other comprehensive loss............. (42,710) 1,830(C) (40,880)
Less: restricted stock awards................... (43,730) 43,730(K) --
----------- ---------------- -----------
Total shareholders equity...................... 341,750 (189,790) 151,960
----------- ---------------- -----------
Total liabilities and shareholders equity.... $2,079,400 $(101,230) $1,978,170
=========== ================ ===========
</TABLE>

-18-
<PAGE>
MascoTech, Inc.

Footnotes to Pro Forma Consolidated Condensed Balance Sheet
As of September 30, 2000

Reflects

(A) The net cash increase as a result of the recapitalization.
(B) The incremental securitization of approximately $69 million of accounts
receivable to finance, in part, the recapitalization.
(C) The sale of all equity interests in certain equity affiliates to finance,
in part, the recapitalization (these represent all of our equity affiliates
other than Saturn).
(D) The sale of interests in certain equity affiliates ($6.5 million), the
elimination of prepaid debt expense related to our old credit facility
($2.5 million) and the recognition of prepaid debt expense related to our
new credit facility ($41.5 million).
(E) The tax payable on the gains from the sale of certain equity affiliates
($23 million) and the termination of interest rate swap agreements ($5
million) entered into in respect of our old credit facility, and the
liability for payments in respect of in-the-money options ($14 million).
(F) The retirement of our old credit facility with our new credit facility.
(G) The elimination of deferred taxes ($11.1 million) related to the sale of
equity affiliates and the deferred gain ($13.7 million) related to the
termination of interest rate swap agreements entered into in respect of our
old credit facility.
(H) The issuance of $36.1 million in liquidation value of preferred stock
redeemable in 2012 ($33.1 million estimated fair value for accounting
purposes) to Masco Corporation as part of the recapitalization. See
"Description of Capital Stock - Preferred Stock."
(I) The potential future cash payments, excluding accruals on such
restricted stock awards, at the election of restricted stock award holders
as a result of vesting of their restricted stock. See "Management -
Restricted Stock Awards."
(J) The cancellation for cash of approximately 34.6 million shares of common
stock in the merger effected as part of the recapitalization and the
issuance of equity to new investors.
(K) The cancellation of 3,741,325 shares of the unvested restricted stock
awards outstanding immediately prior to the recapitalization.
(L) The issuance of shares to the selling stockholders.
(M) Restricted cash for the payments in respect of in-the-money options.
(N) The grant of 3,741,325 substitute shares of restricted common stock
pursuant to the recapitalization agreement (fair value is $16.90 per share,
the initial recapitalization consideration) less the 935,330 shares of
restricted common stock which vested on the date of the recapitalization.

-19-
<PAGE>

<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
For the Year Ended December 31, 1999
Unaudited (amounts in thousands)

Company Recapitalization
Historical Adjustments Pro Forma
------------- ------------------ ------------
<S> <C> <C> <C>
Sales............................................... $1,679,690 -- $1,679,690
Cost of sales....................................... (1,246,660) -- (1,246,660)
------------- ------------------ ------------
Gross profit..................................... 433,030 -- 433,030
Selling, general and administrative expenses........ (214,530) $(11,940)(A) (226,470)
Gains (charge) on disposition of businesses......... 14,440 -- 14,440
Charge for asset impairment......................... (17,510) -- (17,510)
------------- ------------------ ------------
Operating profit................................. 215,430 (11,940) 203,490

Other income (expense), net:
Interest expense................................. (80,820) (41,800)(B) (122,620)
Equity and other income from affiliates.......... 13,230 (9,260)(C) 3,970
Gain (charge) from disposition of, or changes
in investments in equity affiliates.......... (3,150) -- (3,150)
Other, net....................................... (5,220) (17,420)(D) (22,640)
------------- ------------------ ------------
(75,960) (68,480) (144,440)
------------- ------------------ ------------
Income before income taxes.......................... 139,470 (80,420) 59,050
Income taxes........................................ 47,040 (29,760)(E) 17,280
------------- ------------------ ------------
Net income.......................................... $92,430 $(50,660) $41,770
============= ================== ============
Preferred stock dividends........................... -- $4,690(F) $4,690
------------- ------------------ ------------
Earnings attributable to common stock............... $92,430 $(55,350) $37,080
============= ================== ============
</TABLE>

-20-
<PAGE>

MascoTech, Inc.

Footnotes to Pro Forma Consolidated Condensed Statement of Income
For the Year Ended December 31, 1999

Reflects

(A) The incremental amortization of restricted stock award expense related to
the accelerated vesting of awards as a result of the recapitalization.
(B) Incremental interest expense from borrowings under our new credit facility
to finance the recapitalization.
(C) The elimination of earnings from those equity affiliates sold to finance,
in part, the recapitalization (this represents all equity affiliates other
than Saturn).
(D) The amortization of deferred financing costs related to our new credit
facility ($6 million) and incremental expenses associated with our new
accounts receivable financing ($11 million) and miscellaneous.
(E) The related net tax provision of the pro forma adjustments at appropriate
U.S. statutory rates including state tax provision, net of federal tax
benefit.
(F) Redeemable preferred stock dividends.

-21-
<PAGE>

<TABLE>
<CAPTION>
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
For the Nine Months Ended September 30, 2000
Unaudited (amounts in thousands)

Company Recapitalization
Historical Adjustments Pro Forma
-------------- ------------------ ------------
<S> <C> <C> <C>
Sales............................................... $1,295,480 -- $1,295,480
Cost of sales....................................... (966,590) -- (966,590)
-------------- ------------------ ------------
Gross profit..................................... 328,890 -- 328,890
Selling, general and administrative expenses........ (163,130) $(7,470)(A) (170,600)
Gains (charge) on disposition of businesses......... 2,800 -- 2,800
-------------- ------------------ ------------
Operating profit................................. 168,560 (7,470) 161,090

Other income (expense), net:
Interest expense................................. (64,500) (26,800)(B) (91,300)
Equity and other income from affiliates.......... 9,170 (7,990)(C) 1,180
Other, net....................................... 2,120 (11,950)(D) (9,830)
-------------- ------------------ ------------
(53,210) (46,740) (99,950)
-------------- ------------------ ------------
Income before income taxes.......................... 115,350 (54,210) 61,140
Income taxes........................................ 45,490 (20,000)(E) 25,490
-------------- ------------------ ------------
Net income.......................................... $69,860 $(34,210) $35,650
============== ================== ============
Preferred stock dividends........................... -- $3,520(F) $3,520
-------------- ------------------ ------------
Earnings attributable to common stock............... $69,860 $(37,730) $32,130
============== ================== ============
</TABLE>

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<PAGE>
MascoTech, Inc.

Footnotes to Pro Forma Consolidated Condensed Statement of Income
For the Nine Months Ended September 30, 2000

Reflects

(A) The incremental amortization of restricted stock award expense related to
the accelerated vesting of awards as a result of the recapitalization.
(B) Incremental interest expense from borrowings under our new credit facility
to finance the recapitalization.
(C) The elimination of earnings from those equity affiliates, sold to finance,
in part, the recapitalization (this represents all equity affiliates other
than Saturn).
(D) The amortization of deferred financing costs related to our new credit
facility ($4.5 million) and incremental expenses associated with our new
accounts receivable financing ($7.2 million) and miscellaneous.
(E) The related net tax provision of the pro forma adjustments at appropriate
U.S. statutory rates, including state tax provision, net of federal tax
benefit.
(F) Redeemable preferred stock dividends.

-23-
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth our selected financial and operating data
for the five years ended December 31, 1999 and nine months ended September 30,
1999 and 2000. The financial data for the fiscal years ended December 31, 1997,
1998, 1999 have been derived from our consolidated financial statements included
in this prospectus which have been audited by PricewaterhouseCoopers LLP,
independent accountants. The financial data for the fiscal years ended December
31, 1995 and 1996 have been derived from our consolidated financial statements
not included in this prospectus. The financial data for the nine months ended
September 30, 1999 and 2000 have been derived from our unaudited consolidated
financial statements included in this prospectus.

The data set forth below should be read in conjunction with the report of
PricewaterhouseCoopers LLP, our consolidated financial statements and related
notes and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this prospectus.

<TABLE>
<CAPTION>
For the Nine Months
For the Years Ended December 31, Ended September 30,
------------------------------------------------------------- ----------------------
1999 1998 1997 1996(1) 1995 2000 1999
----------- ---------- ---------- ---------- ----------- ----------- ----------
Statement of Operations Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales................ $1,679,690 $1,635,500 $ 922,130 $1,281,220 $1,678,210 $1,295,480 $1,284,470
Operating Profit......... $ 215,430 $ 206,810 $ 101,710 $ 69,330 $ 108,810 $ 168,560 $ 174,660
Net Income............... $ 92,430 $ 97,470 $ 115,240 $ 51,620 $ 59,190 $ 69,860 $ 70,170
Earnings attributable to
common stock.......... $ 92,430 $ 97,470 $ 109,000 $ 38,660 $ 46,230 $ 69,860 $ 70,170
Earnings per share
Basic................. $ 2.25 $ 2.23 $ 2.70 $ 0.77 $ 0.85 $ 1.71 $ 1.71
Diluted............... $ 1.84 $ 1.83 $ 2.12 $ 0.72 $ 0.81 $ 1.39 $ 1.39
Dividends declared per
share................. $ 0.30 $ 0.20 $ 0.28 $ 0.18 $ 0.11 $ .24 $ .22
Balance Sheet Data
(at end of the period):
Total assets.......... $2,101,270 $2,090,540 $1,144,680 $1,202,840 $1,421,720 $2,079,400 $2,112,150
Long-term debt........ $1,372,890 $1,388,240 $ 592,000 $ 752,400 $ 701,910 $1,254,900 $1,374,360
Stockholders' equity.. $ 300,380 $ 253,880 $ 210,660 $ 138,820 $ 398,130 $ 341,750 $ 293,350
Other Data:
Book value per common
share (2)............. $ 6.73 $ 5.55 $ 4.46 $ 2.89 $ 6.00 $ 7.64 $ 6.58
</TABLE>

----------------------

(1) Includes the cumulative effect of accounting change net of income taxes of
$11.7 million or $0.22 per common share.

(2) For 1996 and 1995, assumes conversion of MascoTech's dividend enhanced
convertible preferred stock into 10.8 million shares of common stock. The
dividend enhanced convertible preferred stock was redeemed into common
stock in June 1997.

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<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Company Overview

Recent Developments

On November 28, 2000, a recapitalization of MascoTech was consummated in
accordance with the terms of a recapitalization agreement as a result of which
each issued and outstanding share of our publicly traded common stock at the
time of the recapitalization was converted into the right to receive $16.90 in
cash plus additional cash amounts, if any, based upon the net proceeds from any
future disposition of the stock of Saturn Electronics & Engineering Inc. owned
by us. In connection with the recapitalization, Masco Corporation, Richard A.
Manoogian and certain of our other stockholders agreed to roll over a portion of
their investment in us and consequently remain as stockholders.

The recapitalization, the repayment of certain of our existing indebtedness
and the payment of fees and expenses in connection with the recapitalization was
financed through approximately (1) $435 million in equity financing provided by
Heartland Industrial Partners, L.P. and its affiliates as well as other equity
co-investors, (2) $123.8 million of proceeds from the sale of certain minority
owned equity investments owned by us described below, (3) $1,016 million from
borrowings under our new credit facility and (4) $118.5 million with proceeds
from the sale of accounts receivable pursuant to a new accounts receivable
facility, which replaced a similar facility entered into in the second quarter
of 2000. In connection with the recapitalization we disposed of our minority
interests in each of the following companies for approximately $123.8 million in
aggregate: Advanced Accessories Systems, LLC, Delco Remy International, Inc.,
Innovative Coating Technologies, Inc., MSX International, Inc., Qualitor, Inc.,
Titan International, Inc., and Tower Automotive, Inc.

On December 15, 2000, we acquired Simpson Industries, Inc. for total
consideration of $365 million, including fees and expenses the assumption of
indebtedness. The acquisition of Simpson, the repayment of certain indebtedness
of Simpson and the payment of fees and expenses in connection with the
acquisition of Simpson was funded with approximately (1) $126 million in
additional common equity financing provided by Heartland and other equity
co-investors, (2) $203 million from borrowings under our new credit facility
($200 million in term loans and $3 million in revolving credit borrowings) and
(3) $36 million from the sale of accounts receivable pursuant to our accounts
receivable facility. We are in the process of finalizing sale-leaseback
transactions to yield gross proceeds to us of approximately $50 million. The
proceeds from the sale-leaseback transactions will be used to pay down our
tranche C term loan.

Simpson is a designer and manufacturer of precision-engineered automotive
components and modular systems for passenger and sport utility vehicles, light-
and heavy-duty trucks and diesel engines. For the years ended December 31, 1999
and 1998 and the nine months ended September 30, 2000 and September 30, 1999,
respectively, Simpson had net sales of $532.6 million, $496.4 million, $399.6
million and $396.7 million, respectively, and operating profit of $38.9 million,
$31.6 million, $27.6 million and $30.0 million, respectively.

During 1999, we acquired Windfall Products, Inc., a manufacturer of
transportation-related components that utilizes powder metal technology,
significantly expanding our powder metal manufacturing operations.

-25-
<PAGE>

In January 1998, we completed the acquisition of TriMas Corporation, or
TriMas, by purchasing all of the outstanding shares of TriMas not already owned
by us (approximately 63%) for approximately $920 million.

Disposition of Businesses

In mid-1998, we adopted a plan to sell certain of our after market-related
businesses and our vacuum metalizing operation and recorded a pre-tax loss of
approximately $41 million. In early 1999, we completed the sale of these
businesses for total proceeds aggregating approximately $105 million, consisting
of cash of $90 million, a note receivable of $6 million and retained equity
interests in the ongoing businesses. We recognized a pre-tax gain of
approximately $26 million related to the disposition of these businesses, as an
adjustment to the 1998 charge.

The businesses sold had net sales of $39 million, $115 million and $130
million in 1999, 1998 and 1997, respectively, and operating profit of $4
million, $12 million and $16 million in 1999, 1998 and 1997, respectively.

In 1999, we adopted a plan to sell our specialty tubing business, resulting
in a pre-tax loss of approximately $7 million and an after-tax gain of
approximately $5.5 million, due to the tax basis in the net assets of the
business exceeding book carrying values. This business, which had annual sales
of approximately $14 million, was sold in January 2000 for proceeds of
approximately $6 million.

Results of Operations -- Nine Months Ended September 30, 2000 Compared to Nine
Months Ended September 30, 1999

Our sales for the third quarter 2000 decreased modestly to $394 million as
compared with $399 million in 1999. Sales for the third quarter 2000, excluding
the impact of acquisitions and dispositions, would have decreased approximately
three percent, principally as a result of currency fluctuations which reduced
third quarter 2000 sales by approximately $7 million.

Income in the third quarter 2000 was $17.9 million or $.37 per share,
compared with $20.2 million or $.41 per share in 1999. In addition to the
decline in sales, operating performance for the third quarter of 2000 as
compared with the comparable period in 1999 was negatively impacted by costs and
expenses related to the previously announced closure of a manufacturing
facility, the launch of certain new products including a new manufacturing
facility and by a flood which adversely impacted our specialty insulation
business. These costs and expenses were offset by the positive outcome of
certain issues related to businesses previously disposed and the corresponding
adjustment of certain expense accruals. In addition, results were negatively
impacted by reduced equity affiliate income reflecting operating losses and
restructuring charges at two of our affiliates. This reduction in affiliate
income was offset by insurance proceeds and reduced interest expense which
reflects the benefit of interest rate swap agreements which were terminated in
June of 2000.

Aided by acquisitions, sales for our Specialty Metal Formed Products and
Towing Systems products for third quarter 2000 were comparable with sales for
third quarter 1999. Excluding the impact of acquisitions and dispositions,
Specialty Metal Formed Products and Towing Systems sales for the third quarter
of 2000 would have decreased approximately three percent and seven percent,
respectively, reflecting inventory balancing by certain customers and currency
fluctuations. Sales of Specialty Fasteners for third quarter 2000 declined
approximately 13 percent reflecting the phase out of certain products resulting
from a plant closure and softness in fastener applications in the heavy truck
and off road markets. Excluding the impact of the plant closure, sales would
have declined approximately seven percent. Third quarter sales for Specialty
Packaging and Sealing Products increased three percent as a result of improved
sales of specialty gaskets and cylinder related products. Sales of Specialty
Industrial Products increased four percent in third quarter 2000 from 1999
levels.

Sales for the nine months ended September 30, 2000 increased one percent to
$1,295 million from $1,284 million in 1999 reflecting the impact of acquisitions
and dispositions, which offset each other and the

-26-
<PAGE>

impact of currency fluctuations, which reduced sales for the nine months ended
September 30, 2000 by approximately $18 million. Income for the nine months
ended September 30, 1999 benefitted from a gain of approximately $26.5 million
pre-tax, related to the sale of our aftermarket-related businesses. This gain
was offset by charges to reflect the impairment in value of certain assets
related to our hydroforming process, $17.5 million pre-tax, and approximately $3
million pre-tax to reflect an other than temporary decline in the value of an
equity affiliate. Operating profit, excluding the net gains on disposition of
businesses and charge for asset impairment, for the nine months ended September
30, 2000 and 1999 was approximately $166 million for both periods.

For the nine month period ended September 30, 2000, sales of Specialty
Metal Formed Products and Towing Systems aided by acquisitions increased six and
eight percent, respectively, as compared with 1999. Excluding the impact of
acquisitions and dispositions, Specialty Metal Formed Products sales for the
nine months ended September 30, 2000 would have approximated 1999 levels while
sales of Towing Systems would have increased in excess of two percent, despite
the negative impact of currency fluctuations. Sales for Specialty Fasteners
decreased six percent as a result of the phase out of certain products related
to a plant closure. Specialty Packaging and Sealing Products sales for the first
nine months increased four percent as a result of improved sales of specialty
gaskets and cylinder related products. Sales for Specialty Industrial Products
for the first nine months of 2000 increased one percent.

Excluding the impact of the gains on disposition and the non-recurring
charge for asset impairment, operating margin for the nine months ended
September 30, 2000 and 1999 would have been 12.8 percent and 12.9 percent,
respectively. Higher than expected start-up costs related to the launch of new
products and new manufacturing facilities negatively impacted operating
performance in both periods.

The tax rate for third quarter 2000 was 39.3 percent. The higher than
statutory rate of 39.3 percent results primarily from non-deductible goodwill
amortization for tax purposes. The tax rate for third quarter 1999 was 38.8
percent.

In the second quarter 2000, we entered into a securitization agreement to
sell, on an ongoing basis, a pool of our trade accounts receivable. The
proceeds, approximately $48 million, from the sale were used for the reduction
of long-term debt.

In the second quarter 2000, our interest rate swap agreements covering a
notional amount of $400 million expired or were terminated resulting in proceeds
of approximately $15.8 million. The cash proceeds were used for the reduction of
long-term debt. As a result of the expiration or termination of the interest
rate swap agreements, we have greater exposure to interest rate fluctuations on
our floating rate debt. Our new credit facility requires us to maintain in
effect interest rate protection agreements with respect to at least $500.0
million of borrowings under our credit facility.

Results of Operations -- Year Ended December 31, 1999
Compared to Year Ended December 31, 1998

Sales increased approximately three percent in 1999 from 1998. Sales,
excluding the impact of the sale of the aftermarket-related and vacuum
metalizing businesses, aided by acquisitions, would have increased approximately
eight percent in 1999 over 1998.

Net income in 1999 was $92.4 million or $1.84 per common share. Results in
1999 include a net gain of $14.4 million pre-tax related to the sale of the
aftermarket-related and vacuum metalizing businesses partially offset by charges
related to the disposition of certain other operations and a plant closure. In
addition, 1999 results include charges of approximately $17.5 million pre-tax
related to impairment of certain long-lived assets, which include our
hydroforming equipment and related intellectual property. Other income and
expense was negatively impacted by pre-tax charges aggregating approximately
$5.2 million (net of $1 million of nonrecurring income) which were principally
related to equity affiliate investments. Excluding these gains and the charges,
net income in 1999 would have been approximately $89 million or $1.78 per common
share.

-27-
<PAGE>

Net income in 1998 was $97.5 million or $1.83 per common share. Results in
1998 include a charge related to the disposition of certain businesses
aggregating approximately $41 million pre-tax. In addition, we recorded a
pre-tax gain of approximately $25 million related to the receipt of additional
consideration based on the operating performance of our stamping businesses
which were sold in 1996. Results in 1998 also benefitted from a gain (deferred
at time of sale pending receipt of cash) of $7 million pre-tax related to the
disposition of our Technical Services Group in 1997 and gains from our
marketable securities portfolio. Excluding these gains and the charge, net
income in 1998 would have been approximately $89 million or $1.68 per common
share.

The following information is presented on a pro forma basis as though
TriMas was acquired on January 1, 1998 and excludes the unusual pre-tax income
and charges mentioned above.

Sales for our Specialty Metal Formed Products, aided by acquisitions,
increased approximately eight percent in 1999 as compared to 1998. Towing
Systems sales increased approximately nine percent. Sales of Specialty
Fasteners, aided by acquisitions, increased approximately seven percent. Sales
of Specialty Packaging and Sealing Products declined approximately three percent
as a 15 percent increase in sales of closures and dispensing systems was offset
by a 25 percent decline in sales of compressed gas cylinders principally as a
result of market conditions and an 11 percent decline in sales of specialty
gaskets and related products principally as a result of reduced activity in the
oil and gas industry. Sales of Specialty Industrial Products declined
approximately three percent from 1998 levels.

Operating margins approximated 13.0 percent and 13.5 percent for the years
ended December 31, 1999 and 1998, respectively. Margins were negatively impacted
by sales declines for certain products and start-up costs related to the launch
of new products and new manufacturing facilities.

Operating margins in 1999 for our Specialty Metal Formed Products and
Towing Systems approximated 1998 levels. Operating margins for Specialty
Fasteners declined from 16.8 percent in 1998 to 14.5 percent in 1999 principally
due to reduced sales for aerospace, agricultural, off-highway and certain other
fastener applications. Operating margins for Specialty Packaging and Sealing
Products declined from 20.6 percent in 1998 to 19.0 percent in 1999 due to sales
declines resulting from decreased demand for compressed gas cylinders and
specialty gaskets as a result of depressed market conditions. Specialty
Industrial Products profit margins were down slightly in 1999 versus 1998.

The unusual relationship between income before taxes and income taxes
relates to the unusual gains and charges discussed above. Excluding the impact
of the unusual gains and charges for the full year, 1999 would result in an
effective tax rate of approximately 40 percent.

Other income (expense), net in 1999 was expense of $76 million as compared
with $62 million of expense in 1998. Results for 1999 include pre-tax charges
principally related to equity affiliate investments aggregating approximately $5
million, net of $1 million of nonrecurring income. Results for 1998 benefitted
from a gain (deferred at time of sale pending receipt of cash) of $7 million
pre-tax related to the disposition of our Technical Services Group in 1997 and
gains of approximately $3 million pre-tax from our marketable securities
portfolio.

Results of Operations -- Year Ended December 31, 1998
Compared to Year Ended December 31, 1997

Sales increased to $1.6 billion in 1998 from $922 million in 1997
principally as a result of acquisitions. Excluding acquisitions, sales would
have increased approximately three percent over 1997.

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<PAGE>

from a gain (deferred at time of sale pending receipt of cash) of $7 million
pre-tax related to the disposition of our Technical Services Group in 1997 and
gains from our marketable securities portfolio. Excluding these gains and the
charge, net income in 1998 would have been approximately $89 million or $1.68
per common share.

Income after preferred stock dividends in 1997 was $109 million or $2.12
per common share. Results in 1997 include pre-tax gains approximating $83
million principally related to the disposition of our equity ownership interest
in Emco Limited, gains from our marketable securities portfolio and income
resulting from equity transactions by affiliates. These gains were partially
offset by costs and expenses of approximately $24 million pre-tax related to
plant closure costs, our share of special charges recorded by equity affiliates,
write-off of deferred charges, and employee termination and other expenses.
Excluding these gains and unusual costs, income after preferred stock dividends
in 1997 would have been approximately $73 million or $1.50 per common share.

The following information is presented on a pro forma basis as though
TriMas was acquired on January 1, 1997.

Sales increased approximately five percent to $1.7 billion in 1998 from
$1.6 billion in 1997. Excluding acquisitions other than TriMas, sales would have
increased approximately four percent in 1998 as compared to 1997.

Sales of Specialty Metal Formed Products increased approximately six
percent in 1998 as compared to 1997. Towing Systems sales, driven by demand for
new products, increased by 13 percent over 1997 levels. Sales of Specialty
Packaging and Sealing Products and Specialty Fasteners, aided by acquisitions,
increased modestly in 1998. Sales of Specialty Industrial Products approximated
1997 levels. Sales for certain of our aftermarket-related businesses that were
being held for sale declined by 13 percent.

Although 1998 results benefitted from increased sales, operating margins
for our Specialty Metal Formed Products in 1998 were slightly below 1997 levels
(excluding 1997 nonrecurring charges). Operating results for both 1998 and 1997
were hampered by work stoppages at major customers and at one of our
manufacturing facilities. In addition, operating results for both 1998 and 1997
were adversely impacted by start-up costs associated with our hydroforming
manufacturing process. Specialty Metal Formed Products' operating margins were
also negatively impacted by launch costs related to a new facility in Spain to
manufacture powder metal connecting rods.

Operating margins in 1998 for our Specialty Fasteners, Towing Systems,
Specialty Packaging and Sealing Products and Specialty Industrial Products
approximated or slightly exceeded 1997 levels, while operating margins for
aftermarket-related products decreased in 1998 from 1997 principally as a result
of decreased sales volumes.

Operating margins on a pro forma basis including increased amortization
expense and before general corporate expense and gain (charge) on dispositions
approximated 15 percent for the years 1998 and 1997.

Our lower effective tax rate for 1998 is the result of the recognition of a
non-taxable gain from the sale of MascoTech Stamping Technologies, Inc. and tax
benefits from additional tax losses in excess of book losses related to the
disposition of certain businesses. On a pro forma basis, excluding both the gain
and charge, the effective tax rate would approximate 40 percent. We, through
acquisitions and growth, have increased our foreign presence, principally in
Europe. In the future, if our foreign operations contribute an increased
percentage of pre-tax income, our effective tax rate could increase as a result
of higher foreign tax rates versus the U.S. domestic tax rate.

Profit Margins

Operating profit margins, excluding net charges in 1999 and 1998 and net
gains in 1997, were approximately 13.0 percent in 1999, 13.6 percent in 1998 and
10.5 percent in 1997. Operating profit margin in

-29-
<PAGE>

1999 was negatively impacted by decreased sales for certain products including
tubular, aftermarket constant-velocity joints, cylinders, certain fastener
applications including aerospace, agricultural and off-highway, and certain
products impacted by oil and gas prices. Margins were also negatively impacted
by higher than expected costs associated with capacity expansions, launches of
new product and process capabilities and other growth initiatives. In addition,
margins were hampered by disruptions associated with the integration of
acquisitions, the divestiture of businesses and the restructuring of certain
operations.

Cash Flows and Capital Expenditures

Net cash flows from operating activities decreased to approximately $153
million in 1999 from approximately $200 million in 1998. In 1998, net cash from
operating activities included approximately $46 million from the liquidation of
marketable securities.

Reflecting the favorable long-term prospects for us, our board of directors
authorized in 1994 the repurchase of 10 million shares of our common stock and
convertible preferred stock (converted into common stock in 1997). This
repurchase authorization was completed in 1998 and the board of directors in
late 1998 authorized an additional repurchase of five million shares of our
common stock. During 1998, we repurchased 3.6 million shares for approximately
$64 million, including 0.4 million shares pursuant to the 1998 board
authorization. We repurchased and retired approximately 1.3 million shares of
our common stock in 1999.

In 1999, we increased the quarterly dividend on our common stock to $.08
per share from $.07.

Capital expenditures in 1999 were approximately $136 million as compared
with $106 million and $55 million in 1998 and 1997, respectively. The increase
in capital expenditures from 1998 is related to product line extensions,
capacity expansions and expenditures for new advanced manufacturing
technologies. The increase in capital expenditures from 1997 is principally
related to the businesses acquired in 1998.

Inventories

Our investment in inventories for our businesses decreased to approximately
$184 million at December 31, 1999 as compared with $198 million in 1998. The
decrease is principally the result of the disposition of the aftermarket-related
businesses and vacuum metalizing operation.

Liquidity and Capital Resources

In connection with the recapitalization, we and our subsidiaries entered
into a new credit facility. Our credit facility includes a $300 million
revolving credit facility, a tranche A $500 million term loan facility, a
tranche B $500 million term loan facility and a tranche C $200 million term loan
facility. To complete the recapitalization and the Simpson acquisition, we
utilized all of our tranche A, tranche B and tranche C term loans and
approximately $19 million of our revolving credit facility commitments. Our
revolving credit balances fluctuate daily based upon our working capital and
other ordinary course needs and our credit facility is only available to a
limited extent to fund future acquisitions. Our other important source of
liquidity is our new $225 million accounts receivable financing arrangement,
under which we have the ability to sell eligible accounts receivable to our
special purpose finance subsidiary. In connection with the recapitalization and
the Simpson acquisition, we utilized $155 million of our accounts receivable
arrangement. Our new credit facility and accounts receivable financing replaced
our prior credit facility and accounts receivable financing. In addition, we are
currently negotiating two sale-leaseback financings relating to certain
equipment of Simpson and the Simpson headquarter's building to yield gross
proceeds to us of approximately $50 million. These proceeds will be used to pay
down our $200 million tranche C term loan facility. In addition to our credit
facility and the accounts receivable financing, we had approximately $15.9
million of other indebtedness outstanding as of September 30, 2000 which did not
get repaid in connection with the recapitalization. We also have a commitment
from Masco Corporation, one of our shareholders, to purchase up to $100 million
of a new issue of MascoTech

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<PAGE>

subordinated debt, subject to limited conditions, on or prior to October 31,
2003. Our credit facility regulates how we draw upon this commitment, as
described below.

Our debt includes $305 million in principal amount of 4.5% convertible
subordinated debentures which mature in December 2003. As a result of the
recapitalization, these convertible subordinated debentures became convertible
into the cash merger consideration payable to common stockholders in the
recapitalization and, based upon the conversion price, are not expected to be
converted absent a material adverse development. Our credit facility imposes
significant restrictions upon the use of our revolving credit facility that are
designed to ensure that we have the necessary liquidity to repay the convertible
subordinated debentures. We must maintain restricted cash either in escrow from
the proceeds of other subordinated debt financing or equity financing or in the
form of availability under our revolving credit facility and accounts receivable
financing in increasing amounts up to $205 million at specified dates until the
maturity of the convertible subordinated debentures. These amounts are reduced
to the extent that convertible subordinated debentures are repaid from
subordinated debt or equity proceeds prior to maturity. In addition, we are
obligated by our credit facility to utilize our $100 million subordinated loan
commitment from Masco to satisfy our obligations in respect of the convertible
subordinated debentures, upon maturity, conversion or otherwise, to the extent
that we have not raised other subordinated debt or equity. By reason of the
foregoing, we do not expect to be able to utilize our full revolving credit
commitments, absent being able to raise additional junior financing.

The amortization of our bank term indebtedness following the
recapitalization and the Simpson acquisition (but not assuming completion of our
pending sale-leaseback transactions) is as follows (in millions):

2001............................ $33
2002............................ 53
2003............................ 73
2004............................ 83
2005............................ 83
2006............................ 93
2007............................ 273
2008............................ 386.7
2009............................ 123.3

In addition to our bank term debt amortization, our $305 million of convertible
subordinated debentures mature in 2003 and we have approximately $16 million of
other debt maturing at various dates. We have other cash commitments not
relating to debt as well. Immediately following the recapitalization, we made
restricted stock awards to our employees of approximately 3,741,325 shares of
common stock. Under the terms of the recapitalization agreement, those shares
become free of restriction, or vest, as to one-quarter upon the closing of the
recapitalization and one quarter on each January 14 of 2002, 2003 and 2004.
Holders of restricted stock are entitled to elect cash in lieu of 40% of their
restricted stock which vested at closing and 100% of their restricted stock on
each of the other dates with the shares valued at the initial $16.90
recapitalization consideration, together with cash accruing at approximately 6%
per annum; to the extent that cash is not elected, additional common stock
valued at $16.90 per share is issuable in lieu of the 6% accretion. Assuming
restricted stock award holders elect to receive the maximum cash, we estimate
our total potential cash restricted stock obligations at approximately $57
million. We also have outstanding $36.1 million in liquidation value of
preferred stock in respect of which we are required to pay dividends initially
at a rate of 13% per annum and to effect a mandatory redemption in December
2012.

In November 2000, we entered into an agreement to sell, on an ongoing
basis, the trade accounts receivable of certain business operations to a
bankruptcy-remote, special purpose subsidiary, or MTSPC, wholly owned by us.
MTSPC has sold and, subject to certain conditions, may from time to time sell,
an undivided fractional ownership interest in the pool of receivables up to
approximately $225 million to a third party multi-seller receivables funding
company, or conduit. Upon sale to the conduit, MTSPC holds a subordinated
retained interest in the receivables. Under the terms of the agreement, new
receivables are added to the pool as collections

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<PAGE>

reduce previously sold receivables. We service, administer and collect the
receivables on behalf of MTSPC and the conduit. The proceeds of sale are less
than the face amount of accounts receivable sold by an amount that approximates
the purchaser's financing costs. $118.5 million of the proceeds of the facility
was used in order to consummate the recapitalization and $36.3 was used to
consummate the Simpson acquisition.

As a result of the recapitalization and Simpson acquisition, we are highly
leveraged and we have significantly increased our interest expense relative to
historical levels. We will need to dedicate significant portions of our cash
flow to our debt service obligations. In addition, we expect that our capital
expenditure requirements in 2001 will be approximately $100 million. We may
incur material amounts of additional debt and further burden our cash flow in
pursuit of our acquisition strategies. We believe that our liquidity and capital
resources, including anticipated cash flow from operations, will be sufficient
for us to meet our debt service, capital expenditure and other short-term and
long-term obligations and needs, but we are subject to unforeseeable events and
the risk that we are not successful in implementing our business strategies. We
will also seek to extend the average maturities of our debt through the issuance
of long-term debt securities to the extent market conditions permit us to
increase our financial flexibility and ability to pursue our business
strategies. See "Description of Our Indebtedness."

New Accounting Pronouncements

On June 15, 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." In
June 1999, FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities -- Deferral of the Effective Date of FASB Statement No. 133."
In June 2000, FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities -- an Amendment of FASB Statement No.
133." SFAS No. 133, as amended by SFAS 137 and 138, requires that all derivative
instruments be recorded on the balance sheet at fair value. Changes in the fair
value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. The effective
adoption date of SFAS 133, as amended by SFAS 133 and 138, is January 1, 2001.
We are currently not involved in any derivative activity. We expect to enter
into interest rate derivatives to satisfy requirements under our bank
facilities, however, until we determine the nature of such derivatives, we
cannot evaluate the impact on our financial statements, if any, of adopting
these standards.

In October 2000, FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities -- a
Replacement of FASB Statement No. 125." SFAS revised the standards for
accounting and disclosures for securitizations and other transfers of financial
assets, but it has carried over most of Statement 125's provisions without
reconsideration. We are currently evaluating the impact SFAS No. 140 will have
on our financial statements, if any.

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<PAGE>

BUSINESS

General

We are a leading global diversified manufacturer of highly engineered
products for transportation, industrial and consumer markets. Our primary
products include metal formed components used in vehicle engine and drivetrain
applications, specialty fasteners, towing systems, packaging and sealing
products and other industrial products. Our products for the original equipment
and aftermarket segments of the global transportation industry include a broad
range of semi-finished and finished components, subassemblies and assembled
products. We utilize a number of advanced metalworking capabilities in a number
of metal forming technologies including cold extrusions and Hatebur hot forming.

We supply our metal formed components and industrial products to a diverse
base of over 150 leading automotive, industrial and transportation customers
around the world. Major end markets served include auto, aerospace, agricultural
equipment, building materials, construction and other off-highway transportation
equipment, chemicals, consumer markets for towing equipment and accessories,
consumer packaging products, heavy duty trucks, marine, oil and gas production
and refining.

Our operations are presented in two primary groups: (i) Metal Forming Group
and (ii) Diversified Industrial Product Group. The Metal Forming Group includes
forged products, power metal products, tubular fabricated products, specialty
fasteners, and compressed gas cylinders. The Diversified Industrial Product
Group includes hitching and towing accessory products, closing and dispensing
systems, gaskets, insulation products, and precision cutting tools.

Simpson

Simpson Industries, Inc. develops and produces precision-engineered
automotive components and modular systems for automotive, sport utility, light-
and heavy-duty truck and diesel engines. Its major product lines include
vibration control products, air conditioning compressor components, wheel-end
and suspension components and assemblies, oil pumps, water pumps and other
modular engine assemblies and transmission and driveline components that are
machined from castings and forgings. These products are produced principally for
OEMs in North America and Europe. Simpson manages its business under three
similar product groups that are aggregated together as one segment in the global
vehicular industry.

Simpson is a designer and manufacturer of precision-engineered automotive
components and modular systems for passenger and sport utility vehicles, light-
and heavy-duty trucks and diesel engines. Simpson designs and manufactures
torsional crankshaft dampers, which reduce and eliminate engine and drivetrain
noise and vibration. Simpson produces integrated front engine cover
subassemblies that combine items such as the oil and water pumps, providing OEMs
with a simplified process by which to attach the water and oil pumps to the
front engine cover subsystem and lower assembly costs. Modular engine products
include oil pumps, front engine modular assemblies and water pumps, all of which
impact engine durability, reliability and life expectancy. Simpson also produces
wheel spindles, steering knuckles and hub assemblies, all of which are key
components affecting the smoothness of a driver's ride and the handling and
safety of an automobile.

Overview

In early 1997, we completed the sale of our engineering and technical
services businesses to MSX International, Inc. As part of that transaction, we
acquired an approximately 45 percent common equity interest in MSX
International, Inc. In 1999, we completed the planned sale of certain of our
automotive aftermarket businesses and vacuum metalizing operation for total
proceeds of approximately $105 million. Pursuant to a plan adopted in 1999, our
specialty tubing business was sold for approximately $6 million in January 2000.
The cash portion of the proceeds from these sales was applied to reduce our
indebtedness. The disposition of these businesses did not meet the criteria for
discontinued operations treatment for accounting purposes; accordingly, the

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<PAGE>

sales and results of operations of these businesses are included in the results
of continuing operations through the respective dates of disposition.

In January 1998, we completed the acquisition of TriMas Corporation, or
TriMas, by purchasing all of the outstanding shares of TriMas not already owned
by us for approximately $920 million. In connection with the TriMas acquisition,
we entered into a $1.3 billion credit facility which is collateralized by a
pledge of the stock of TriMas. The businesses that currently represent the
Diversified Industrial Product Group are principally part of TriMas Corporation.
In addition to the TriMas acquisition, in 1998 we acquired three companies and a
product line with combined annual sales of approximately $60 million. These
business complement our Specialty Fasteners and Specialty Industrial Products
businesses.

In November 2000, we completed a recapitalization as a result of which our
common stock was delisted from The New York Stock Exchange. See "The
Recapitalization." In December 2000, we completed our acquisition of Simpson.

Operating Segments

The following table sets forth for the three years ended December 31, the
net sales and operating profit for our operating segments. Information for 1998
is presented on a pro forma basis, as though TriMas had been acquired at January
1, 1998. The Specialty Metal Formed Products segment and Specialty Fasteners
segment are part of the Metal Forming Group. The Towing Systems, Specialty
Packaging and Sealing Products and Specialty Industrial Products segments make
up the Diversified Industrial Product Group.

<TABLE>
<CAPTION>
Net Sales(l)
(in Thousands)
----------------------------------------
1999 1998 1997
------------ ------------- -----------
<S> <C> <C> <C>
Specialty Metal Formed Products................................. $817,000 $760,000 $711,000
Specialty Fasteners............................................. 241,000 226,000 44,000
Towing Systems.................................................. 260,000 238,000 --
Specialty Packaging and Sealing Products........................ 216,000 223,000 --
Specialty Industrial Products................................... 107,000 110,000 37,000
Companies Sold or Held for Sale................................. 39,000 115,000 130,000
------------ ------------- -----------
$1,680,000 $1,672,000 $922,000
============ ============= ===========
Operating Profit(2)(3)(4)
----------------------------------------
1999 1998 1997
------------ ------------- -----------
Specialty Metal Formed Products................................. $112,000 $ 106,000 $ 88,000
Specialty Fasteners............................................. 35,000 38,000 8,000
Towing Systems.................................................. 37,000 34,000 --
Specialty Packaging and Sealing Products........................ 41,000 46,000 --
Specialty Industrial Products................................... 14,000 16,000 7,000
Companies Sold or Held for Sale................................. 4,000 12,000 16,000
------------ ------------- -----------
$243,000 $252,000 $119,000
============ ============= ===========
</TABLE>

(1) The 1998 net sales amounts include TriMas sales occurring before the
acquisition date of January 22, 1998. These sales amounted to approximately
$36 million.
(2) Amounts are before General Corporate Expense.
(3) Segment operating profit in 1997 includes approximately $17 million of
nonrecurring charges.

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<PAGE>

(4) The 1998 operating profit amounts include TriMas operating profit occurring
before the acquisition date of January 22, 1998. This operating profit
amounted to approximately $5 million.

Our Products

Our product lines within our two primary operating groups, Metal Forming
Group and Diversified Industrial Product Group, are described below.

Metal Forming Group

Specialty Metal Formed Products. We manufacture specialty metal formed
products for engine and drivetrain applications, including semi-finished
transmission shafts, drive gears, engine connecting rods, wheel spindles and
front wheel drive components. Our metal formed products are manufactured using
various process technologies, including cold, warm and hot forming, powder
metalworking, value-added machining and tubular steel fabricating. We believe
that our metal forming technologies provide cost-competitive, high-performance,
quality components required to meet the increasing demands of the automotive and
truck markets we serve.

Approximately 46% of our 1999 sales were of original equipment automotive
products and services. Sales to original equipment manufacturers are made
through factory sales personnel and independent sales representatives. During
1999, sales to various divisions and subsidiaries of New Venture Gear, Inc.
accounted for approximately 12% of our net sales.

Specialty Fasteners and Other Metal Forming. Our specialty fasteners
products include standard- and custom-designed ferrous, nonferrous and special
alloy fasteners for the building construction, farm implement, medium- and
heavy-duty truck, appliance, aerospace, electronics and other industries. We
also provide metal treating services for manufacturers of fasteners and similar
products. Specialty fasteners are sold through our own sales personnel and
independent sales representatives to both distributors and manufacturers in
these industries.

Diversified Industrial Product Group

Towing Systems. We manufacture towing systems products, including vehicle
hitches, jacks, winches, couplers and related accessories for the passenger car,
light truck, recreational vehicle, marine, agricultural and industrial markets.
Towing systems products are sold to independent installers, distributors,
manufacturers and aftermarket retailers by our sales organization and
independent sales representatives.

Specialty Packaging and Sealing Products. We manufacture specialty
packaging and sealing products, including industrial and consumer container
closures and dispensing products primarily for the chemical, agricultural,
refining, food, petrochemical and health care industries; high-pressure seamless
compressed gas cylinders primarily used for shipping, storing and dispensing
oxygen, nitrogen, argon and helium and a complete line of low-pressure welded
cylinders used to contain and dispense acetylene gas for the welding and cutting
industries; and specialty industrial gaskets for refining, petrochemical and
other industrial applications. Sales of specialty packaging and sealing products
are made by our own sales staff primarily to container manufacturers, industrial
gas producers, refineries and independent distributors.

Specialty Industrial Products. Our specialty industrial products include
flame-retardant facings and jacketings used in conjunction with fiberglass
insulation, principally for commercial and industrial construction applications,
pressure-sensitive specialty tape products and a variety of specialty precision
tools such as center drills, cutters, end mills, reamers, master gears, gages
and punches. These products are marketed to manufacturers and distributors by
both our sales personnel and independent sales representatives.

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<PAGE>

Customers

In 1999, approximately 46% of our sales were of original equipment
automotive products and services. Sales to various divisions and subsidiaries of
New Venture Gear, Inc. accounted for approximately 12% of our net sales. Except
for sales to New Venture Gear, no material portion of our business is dependent
upon any one customer, although we are subject to those risks inherent in having
a focus on automotive products and service generally.

Materials and Supply Arrangements

In general, raw materials required by us have been obtainable from various
sources and in the quantities desired.

Competition

The major domestic and foreign markets for our products are highly
competitive. Competition is based primarily on price, product engineering,
performance, technology, quality and overall customer service, with the relative
importance of such factors varying among products. Our global competitors
include a large number of other well-established independent manufacturers as
well as certain customers who have their own internal manufacturing
capabilities. Although a number of companies of varying size compete with us, no
single competitor is in substantial competition with us with respect to more
than a few of our product lines and services.

Employees and Labor Relations

As of September 30, 2000, we employed approximately 9,431 people, of which
approximately 17.8% were unionized (principally United Auto Workers).
Approximately 20% of our employees were located outside the U.S. Employee
relations have generally been satisfactory. A strike lasting from July 1997 to
June 1998 involved approximately 140 employees at the Fraser, Michigan plant and
was related to a planned significant reduction in headcount, resulting from our
desire to further automate our production process. The strike was settled,
resulting in the anticipated headcount reduction and automation.

Seasonality; Backlog

Sales by our Towing Systems segment are generally stronger during the
spring and summer periods; no other operating segment experiences significant
seasonal fluctuation in its business.

We do not consider backlog orders to be a material factor in our operating
segments.

Environmental Matters

Our operations are subject to federal, state, local and foreign laws and
regulations pertaining to pollution and protection of the environment governing
among other things, emissions to air, discharge to waters and the generation,
handling, storage, treatment and disposal of waste and other materials, and
remediation of contaminated sites. Our subsidiaries were named as potentially
responsible parties in several sites requiring clean up based on disposal there
of wastes we generated. We have entered into consent decrees relating to two
sites in California along with the many other co-defendants in these matters. We
have incurred expenses for all these sites over a number of years, a portion of
which has been covered by insurance. In addition to the foregoing, our
businesses have incurred expenses to clean up company-owned or leased property.
Such expenditures in the past have not had a material adverse effect on our
consolidated financial position, results of operations or cash-flow.

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<PAGE>

substantial fines and criminal sanctions for violations. The operation of
automotive parts manufacturing plants entails risks in these areas, however, and
there can be no assurance that we will not incur material costs or liabilities
in the future. In addition, potentially significant expenditures could be
required in order to comply with evolving environmental and health and safety
laws, regulations or requirements that may be adopted or imposed in the future.

Patents and Trademarks

We hold a number of patents, patent applications, licenses, trademarks and
trade names. We consider our patents, patent applications, licenses, trademarks
and trade names to be valuable, but do not believe that there is any reasonable
likelihood of a loss of such rights that would have a material adverse effect on
our operating segments or on our present business as a whole.

International Operations

We have operations located in Australia, Brazil, Canada, Czech Republic,
England, Germany, Italy, Mexico and Spain. Products manufactured by us outside
of the United States include forged automotive component parts,
constant-velocity joints, specialty packaging and sealing products and towing
systems products.

Our foreign operations are subject to political, monetary, economic and
other risks attendant generally to international businesses. These risks
generally vary from country to country.

Properties

Our principal manufacturing facilities range in size from approximately
10,000 square feet to 420,000 square feet, substantially all of which are owned
by us, and many of which are subject to liens under our credit facility. Our
executive offices are located in Taylor, Michigan, and are provided by Masco
Corporation under a corporate services agreement. Our buildings, machinery and
equipment have been generally well maintained, are in good operating condition
and are adequate for current production requirements.

The following list sets forth the location of our principal manufacturing
facilities and identifies the principal operating segment utilizing such
facilities.

<TABLE>
<CAPTION>
<S> <C>
California.......................................... Commerce(4)
Illinois............................................ Wheeling(4) and Wood Dale(4)
Indiana............................................. Auburn(5), Elkhart(2)(2), Fort Wayne(1),
Frankfort(4), Goshen(2), North Vernon(1) and
Peru(2)(2)
Louisiana........................................... Baton Rouge(5)
Massachusetts....................................... Plymouth(3)
Michigan............................................ Canton(2), Detroit(1)(4), Farmington Hills(1),
Fraser(1), Green Oak Township(1), Hamburg(1),
Livonia(4), Royal Oak(1), Troy(1), Warren(1)(3)
New Jersey.......................................... Edison(3) and Netcong(3)
Ohio................................................ Canal Fulton(1), Lakewood(4), Minerva(1), Newburgh
Heights(4) and Port Clinton(1)
Oklahoma............................................ Tulsa(3)
Pennsylvania........................................ Ridgway(1) and St. Marys(1)
Texas............................................... Houston(5) and Longview(5)
Wisconsin........................................... Mosinee(2) and West Bend(2)
Australia........................................... Hampton Park, Victoria(2), Rhodes, New South
Wales(2) and Wakerley, Queensland(2)
Brazil.............................................. Sao Paulo(1)

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<PAGE>

Canada.............................................. Fort Erie(5) and Oakville(2), Ontario
Czech Republic...................................... Oslavany(1)
England............................................. Leicester(5) and Wolverhampton(1)
Germany............................................. Neunkirchen(5), Nurnberg(1) and Zell am
Harmersbach(1)
Italy............................................... Poggio Rusco(1) and Valmadrera(5)
Mexico.............................................. Mexico City(5) and Ramos Arispe(1)
Spain............................................... Almusaffes(1)
</TABLE>

Operating segments in the preceding table are identified as follows: (1)
Specialty Metal Formed Products, (2) Towing Systems, (3) Specialty Industrial
Products, (4) Specialty Fasteners and (5) Specialty Packaging and Sealing
Products. Multiple footnotes to the same municipality denote separate facilities
in that location.

Legal Proceedings

Five purported stockholder class action lawsuits have been filed against
us, each of our directors and Masco Corporation, in the Delaware Court of
Chancery on behalf of our unaffiliated stockholders, in connection with the
recapitalization. The lawsuits, although not identical, allege, among other
things, that (1) the directors breached their fiduciary duties to our
stockholders through an unfair process of negotiating the recapitalization
agreement and unfair and inadequate consideration and (2) Heartland and the
continuing stockholders unfairly possessed nonpublic information when
negotiating the recapitalization agreement. The lawsuits further allege that
these actions by us prevented or could prevent our stockholders from realizing
the full and fair value of their stock.

On November 3, 2000, the parties to these lawsuits entered into a
Memorandum of Understanding concerning the terms of a proposed settlement of
these lawsuits. In connection with a proposed settlement, (a) we and Riverside
agreed to amend the recapitalization agreement to provide, among other things,
for a possible increase in the amount payable to our stockholders from the
proceeds of the disposition of Saturn stock, (b) the special committee agreed
that, as the members of the adjustment committee (charged with the
responsibility to dispose of the Saturn stock) after the recapitalization
merger, they will continue to have fiduciary duties, as directors of the
Delaware corporation, to our stockholders entitled to receive any proceeds of
the sale of the Saturn stock, (c) the special committee agreed that the
plaintiffs' counsel will from time to time receive reports from the advisors to
the adjustment committee regarding such sale, and (d) MascoTech provided
plaintiffs' counsel with an opportunity to review and comment upon the
disclosure provided to MascoTech stockholders in the proxy statement that was
mailed to our stockholders on or about October 26, 2000. The proposed settlement
is subject to approval of the proposed settlement by the Delaware Court of
Chancery.

A civil suit was filed in the United States District Court for the Central
District of California in April, 1983 by the United States of America and the
State of California against over 30 defendants, including a subsidiary of ours,
for alleged release into the environment of hazardous waste disposed of at the
Stringfellow Disposal Site in California. The plaintiffs have requested, among
other things, that the defendants clean up the contamination at that site. A
consent decree has been entered into by the plaintiffs and the defendants,
including us, providing that the consenting parties perform partial remediation
at the site. Another civil suit was filed in the United States District Court
for the Central District of California in December, 1988 by the United States of
America and the State of California against more than 180 defendants, including
us, for alleged release into the environment of hazardous waste disposed of at
the Operating Industries, Inc. site in California. This site served for many
years as a depository for municipal and industrial waste. The plaintiffs have
requested, among other things, that the defendants clean up the contamination at
that site. Consent decrees have been entered into by the plaintiffs and a group
of the defendants, including us, providing that the consenting parties perform
certain remedial work at the site and reimburse the plaintiffs for certain past
costs incurred by the plaintiffs at the site. Based upon our present knowledge
and subject to future legal and factual developments, we do not believe that any
of this litigation will have a material adverse effect on our consolidated
financial position, results of operations or cash flow.

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<PAGE>

We are subject to other claims and litigation in the ordinary course of our
business, but do not believe that any such claim or litigation will have a
material adverse effect on our consolidated financial position, results of
operations or cash flow.

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<PAGE>

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our directors
and executive officers.

Name Age Position
---- --- --------

Gary Banks............................. 50 Director
Cynthia Hess........................... 44 Director
Perry J. Lewis......................... 62 Director
J. Michael Losh........................ 54 Director
Richard A. Manoogian................... 63 Director
David I. Margolis...................... 70 Director
Thomas Stallkamp....................... 53 Director
David A. Stockman...................... 53 Director
Daniel P. Tredwell..................... 42 Director
William T. Anderson.................... 53 Vice President-Controller
Lee M. Gardner......................... 53 President and Chief Executive
Officer, Diversified
Industrial Products Group
and Director
Eugene A. Gargaro...................... 57 Secretary
Timothy D. Leuliette................... 49 Interim Chief Executive
Officer, Metal Forming Group
and Director
David B. Liner......................... 45 Vice President and General
Counsel
James F. Tompkins...................... 45 Treasurer
Timothy Wadhams........................ 52 Executive Vice President,
Finance and Administration
and Chief Financial Officer
--------------------

Gary M. Banks. Mr. Banks was elected as one of our directors in connection
with the recapitalization. He has served as a Director of Documentum, Inc. since
March 1999 and has served as Vice President and Chief Information Officer of
Sithe Energies, an electricity generation trading company in New York. From
August 1998 to July 1999, he was Vice President and Chief Information Officer
for Xerox Corporation, a manufacturing company. From June 1992 to July 1998, Mr.
Banks served as Director MIS for the agricultural division of Monsanto Inc., a
life sciences company. Before joining Monsanto, he spent 15 years with
Bristol-Myers Squibb Company, a pharmaceutical company, as Director MIS.

Cynthia L. Hess. Ms. Hess was elected as one of our directors in connection
with the recapitalization and is a partner of Heartland Industrial Partners. She
was formerly vice president of corporate quality for DaimlerChrysler, where she
led the corporate strategy for quality improvement and facilitated quality plan
execution. In her 22 years with DaimlerChrysler, Ms. Hess held various
engineering, manufacturing and procurement supply positions.

Perry J. Lewis. Mr. Lewis was elected as one of our directors in connection
with the recapitalization. He is a Director of Aon Corporation, and Clear
Channel Communications, Inc. Mr. Lewis was also a founding partner of Morgan,
Lewis, Githens & Ahn, an investment banking and leveraged buyout firm, and has
served as a partner of that firm since 1982. He has been a general partner of
MLGAL Partners, L.P. since April 1987.

J. Michael Losh. Mr. Losh was elected as one of our directors in connection
with the recapitalization. He is a Director of Cardinal Health Inc., and The
Quaker Oats Company. He was a Director of Hughes Electronics from February 1995
to August 2000 and a Director of Delphi Automotive Systems Corp. in 1999.
Formerly, he was the Executive Vice President and Chief Financial Officer of
General Motors Corporation starting in 1994 and prior to that, Vice President
and Group Executive of North American Vehicle Sales, Service and Marketing from
1992 to 1994.

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<PAGE>

Richard A. Manoogian. Mr. Manoogian has served as our Chairman of the Board
and Director since our formation in 1984 and served as Chief Executive Officer
until January 1998. He joined Masco Corporation in 1958, was elected Vice
President and a Director in 1964, President in 1968 and Chairman and Chief
Executive Officer in 1985. He served as Chairman of the Board of TriMas
Corporation from 1989 until we acquired it in January 1998. He is also a
director of Bank One Corporation, MSX International, Inc., a former affiliate of
ours, Detroit Renaissance and The American Business Conference, Chairman of the
Detroit Institute of Arts Board of Directors and a trustee of the Archives of
American Art (Smithsonian Institution), Center for Creative Studies, The Fine
Arts Committee of the State Department, Trustee, Council of the National Gallery
of Art, Armenian General Benevolent Union, Detroit Investment Fund and the Henry
Ford Museum and Greenfield Village.

David I. Margolis. Mr. Margolis was elected as one of our directors in
connection with the recapitalization. He was employed by Coltec, a manufacturer
of aerospace, automotive and industrial products, for 33 years, where he was
Chief Executive Officer and Chairman of the Board until his retirement in 1995.
He recently retired as a Director of Burlington Industries, Inc., a manufacturer
of textiles, and a Director of B F Goodrich Co.

Thomas Stallkamp. Mr. Stallkamp was elected as one of our directors in
connection with the recapitalization. He was appointed Vice Chairman and Chief
Executive Officer of MSX International effective January 2000. He also serves on
the Board of Directors for Kmart Corporation, bvertical.com and Baxter
International. Prior to joining MSX International, Mr. Stallkamp was Vice
Chairman for DaimlerChrysler Corporation and also served as President of
Chrysler Corporation in 1998.

David A. Stockman. Mr. Stockman was elected as one of our directors in
connection with the recapitalization. He is the founder of Heartland Industrial
Partners, a buyout firm, established in 1999, focused on industrial buyouts and
buildups. Prior to founding Heartland Industrial Partners, he was a senior
managing director of The Blackstone Group L.P. and had been with Blackstone
since 1988.

Daniel P. Tredwell. Mr. Tredwell was elected as one of our directors in
connection with the recapitalization. He has more than a decade of leveraged
financing experience. Mr. Tredwell served as a Managing Director at Chase
Securities Inc. from 1985 until early 2000. From 1980 to 1985, Mr. Tredwell was
employed as the Press Secretary to U.S. Representative Robert L. Livingston.

William T. Anderson. Mr. Anderson has served as our Vice
President-Controller since September 1998. He previously served as our Vice
President of Operational Accounting from December 1990 until September 1998.

Lee M. Gardner. Mr. Gardner served as our President from 1992 until
November, 2000. Mr. Gardner joined MascoTech in 1987 with responsibility for the
powertrain and chassis business serving the automobile industry. In October
1990, Mr. Gardner assumed responsibility for all of our companies serving the
automobile marketplace. Prior to joining us, Mr. Gardner spent over 14 years
with Borg-Warner Corporation. His last position before joining us was Vice
President and General Manager of Borg-Warner's Transmission System Group.

Eugene A. Gargaro. Mr. Gargaro has served as our corporate Secretary since
January 1984 and Vice President and the corporate Secretary of Masco Corporation
since October 1993.

Timothy D. Leuliette. Mr. Leuliette was elected as one of our directors in
connection with the recapitalization and currently serves as our interim Chief
Executive Officer, Metal Forming Group. He is the former Vice Chairman of
Detroit Diesel Corp. and has spent 27 years in management of manufacturing and
services businesses and in the investment of private capital. Mr. Leuliette
joined the Penske Corporation as President & COO in 1996 to address operational
and strategic issues. From 1991 to 1996 Mr. Leuliette served as President

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<PAGE>

& CEO of ITT Automotive. He also serves on a number of corporate and charitable
boards, including serving as a director of The Federal Reserve of Chicago,
Detroit Branch.

David B. Liner. Mr. Liner had served as Associate Corporate Counsel of
Masco Corporation for more than five years prior to joining us in February 1997
as our Vice President and Corporate Counsel. He was elected to his current
position as General Counsel in September 1998.

James F. Tompkins. Mr. Tompkins has served as our Treasurer since May 1998.
He previously served as our Assistant Treasurer from August 1988 to May 1998.

Timothy Wadhams. Mr. Wadhams has served as our Executive Vice
President--Finance and Administration and Chief Financial Officer since
September 1998. He previously served as our Senior Vice President and Chief
Financial Officer from February 1998 until September 1998 and as Vice
President--Controller and Treasurer from June 1990 until February 1998.

Board Committees. Prior to the recapitalization we had three standing
committees: the compensation committee, the audit committee and the nominating
committee. As a result of the recapitalization, our board has been reconstituted
and we do not currently have board committees in place. It is our intention to,
in the near future, form such committees as we deem vital to the operation of
our business and appoint members of our board who will serve on such committees.

Director Compensation. Directors do not receive any cash compensation for
their service as members of the board of directors, but they are reimbursed for
reasonable out-of-pocket expenses incurred in connection with their attendance
at meetings of the board of directors and committee meetings. Directors are
eligible to receive options to purchase common stock under our stock option
plan. Pursuant to the recapitalization agreement all stock options, whether or
not vested, were canceled and holders received the merger consideration, as
adjusted, determined by the exercise price of their options.

Director and Executive Officer Compensation

Summary Compensation

The following table summarizes the annual and long-term compensation of our
chairman of the board, chief executive officer and the other four highest paid
executive officers for 1999, 1998 and 1997. All of the individuals in the table
are referred to collectively as the "named executive officers."

Mr. Manoogian and Mr. Hennessey each received salary and bonus for 1999 of
$1. Such rate had been in effect, at their request, since January 1998. However,
Mr. Hennessey has received compensation of $1.7 million during calendar year
2000. Upon the recapitalization, Mr. Hennessey resigned as Chief Executive
Officer.

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<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation(1) Compensation Awards
----------------------------- --------------------------------
Securities All Other
Restricted Stock Underlying Compen-
Name and Principal Position Year Salary Bonus Award(s)(2)(3) Options sation(4)
--------------------------- ------ ---------- --------------- ------------------ ---------- -----------

<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian.. 1999 $ 1 $ 0 $1,150,000 60,000 $ 94,000
Chairman of the Board 1998 1 0 1,710,000 280,000 80,000
1997 400,000 173,000 131,000 0 38,000
Frank M. Hennessey.... 1999 $ 1 $ 0 $1,915,000 100,000 $ 0
Vice Chairman and Chief 1998 1 0 2,367,000 400,000 0
Executive Officer(4)(5)
Lee M. Gardner........ 1999 $650,000 $231,000 $ 155,000 0 $116,000
President and Chief 1998 662,000 260,000 344,000 49,000 106,000
Operating
Officer 1997 601,000 271,000 190,000 34,550 70,000
Timothy Wadhams....... 1999 $442,000 $157,000 $ 106,000 0 $ 73,000
Executive Vice President 1998 448,000 177,000 951,000 30,000 67,000
Finance and 1997 336,000 203,000 106,000 20,611 40,000
Administration
William T. Anderson... 1999 $256,000 $ 93,000 $ 59,000 0 $ 42,000
Vice President-- 1998 246,000 105,000 292,000 20,000 38,000
Controller(5)
David B. Liner........ 1999 $213,000 $ 80,000 $ 48,000 0 $ 21,000
Vice President and 1998 197,000 84,000 183,000 14,000 20,000
General
Counsel(5)
</TABLE>

----------------

(1) Officers may receive certain perquisites and personal benefits, the dollar
amounts of which are below current Securities and Exchange Commission
thresholds for reporting requirements. For purposes of applying these
thresholds, Mr. Manoogian has been treated as if his 1999 salary and bonus
equaled his 1997 salary and bonus of approximately $573,000. Mr. Hennessey
has been treated as if his 1999 salary and bonus were also equal to
$573,000.

(2) This column sets forth the dollar value, as of the date of grant, of
restricted stock awarded under our 1991 Long Term Stock Incentive Plan (the
"1991 Plan"), without giving any effect to the recapitalization. In
general, restricted stock awards shown in the table vest over a period of
ten years from the date of grant with ten percent of each award vesting
annually. Vesting is generally contingent on continuing employment or a
consulting relationship with us. The following number of shares were
awarded to the named executive officers in 1999: Mr. Manoogian -- 79,300
shares; Mr. Hennessey -- 132,100 shares; Mr. Gardner -- 10,700 shares; Mr.
Wadhams -- 7,300 shares; Mr. Anderson -- 4,100 shares; and Mr. Liner --
3,300 shares. A portion of the 1998 awards provide that vesting generally
occurs over a three-year period after the recipients retire from MascoTech
after reaching age 65; however, annual vesting of part or all of these
shares begins earlier if our common stock attains certain price targets
($30 and $35 per share) or if earnings per share targets are met by
specified dates. Even if these goals are reached, vesting still generally
occurs in installments over a ten-year period. As of December 31, 1999, the
aggregate number and market value of unvested restricted shares of Company
Common Stock held by each of the named executive officers were: Mr.
Manoogian -- 209,490 shares valued at $2,658,000; Mr. Hennessey -- 249,600
shares valued at $3,167,000; Mr. Gardner -- 109,900 shares valued at
$1,394,000; Mr. Wadhams -- 94,520 shares valued at $1,199,000; Mr. Anderson
-- 43,880 shares valued at $557,000; and Mr. Liner -- 20,800 shares valued
at $264,000. Recipients of restricted stock awards have the right to
receive dividends on unvested shares.

(3) At the time of the recapitalization merger all existing restricted stock
awards were canceled and replaced with new restricted stock awards. See
"Management-- Restricted Stock Awards."

(4) This column includes (a) MascoTech contributions and allocations under our
defined contribution retirement plans for 1999 for the accounts of each of
the named executive officers other than Mr. Manoogian, who does not
participate in these plans (for 1999: Mr. Hennessey-- none; Mr. Gardner--
$46,000; Mr. Wadhams-- $31,000; Mr. Anderson-- $18,000; and Mr. Liner--
$15,000), and (b) cash payments made pursuant to certain tandem rights
associated with the annual vesting of certain restricted stock awards
granted in 1989 (in 1999: Mr. Manoogian-- $94,000; Mr. Hennessey-- none;
Mr. Gardner--

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<PAGE>

$71,000; Mr. Wadhams-- $42,000; Mr. Anderson-- $24,000; and Mr. Liner--
$6,000). For further information regarding these rights, see "Related Party
Transactions."

(5) Messrs. Hennessey, Anderson and Liner became executive officers in 1998.
Consequently, the table does not set forth information for 1997, but
information for 1998 includes the entire year.

Option Grants

The following table sets forth information concerning options granted to
the named executive officers in 1999. All such options were cancelled in the
recapitalization, as described under "The Recapitalization."

<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------------
Number of % of Total Exercise
Securities Options Price
Underlying Granted to (Subject to
Options Employees in Certain Expiration
Name Granted 1999 Restrictions) Date Realized Value at $16.90 per Share
----------------------- ------------ ------------- ------------- ------------ -----------------------------------
<S> <C> <C> <C> <C> <C>
Richard A. Manoogian 60,000 32.4% $14 3/01/06 $174,000
Frank M. Hennessey.. 100,000 54.1% $14 3/01/06 $290,000
Lee M. Gardner...... -- -- -- -- --
Timothy Wadhams..... -- -- -- -- --
William T. Anderson. -- -- -- -- --
David B. Liner...... -- -- -- -- --
</TABLE>

Securities and Exchange Commission regulations require information as to
the potential realizable value of each of these options, assuming that the
market price of our common stock appreciates in value from the date of grant to
the end of the option term at annual rates of five percent and ten percent. Due
to the cancellation of the options in the recapitalization, we determined these
values on the basis of the $16.90 per share recapitalization consideration
(without regard to proceeds from the disposition of Saturn Electronics &
Engineering, Inc.). All options became exercisable upon the recapitalization.

Option Exercises and Year-End Option Value

The following table sets forth information concerning each exercise of
stock options during 1999 by each named executive officer and the value at
December 31, 1999 of unexercised options held by such individuals under our
stock option plans. The value of the options is based upon $16.90 per share
recapitalization consideration (without regard to proceeds from the disposition
of Saturn Electronics & Engineering, Inc.). All options became exercisable upon
the recapitalization and were canceled.

Aggregated Option Exercises in 1999 and December 31, 1999 Option Values

<TABLE>
<CAPTION>
Number of Securities Value Based Upon $16.90
Underlying Unexercised Per Share Recapitalization
Options at Consideration at
December 31, 1999 December 31, 1999
---------------------------- ----------------------------
Shares
Acquired Value
Name on Exercise Realized Unexercisable Exercisable Unexercisable Exercisable
----------------------- ----------- ---------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Manoogian 80,000 $645,000 678,000 42,000 2,995,200 100,800
Frank M. Hennessey.. 0 0 500,000 0 290,000 --
Lee M. Gardner...... 0 0 219,000 288,061 520,500 2,484,100
Timothy Wadhams..... 0 0 114,000 143,769 201,600 1,388,400
William T. Anderson. 0 0 48,000 12,000 67,200 28,800
David B. Liner...... 0 0 14,000 0 -- --
</TABLE>

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<PAGE>

Pension Plans

The executive officers other than Mr. Manoogian participate in pension
plans maintained by us for certain of our salaried employees. The following
table shows estimated annual retirement benefits payable for life at age 65 for
various levels of compensation and service under these plans.

<TABLE>
<CAPTION>
Remuneration(2) Years of Service(1)
--------------------- --------------------------------------------------------------------------------------
5 10 15 20 25 30
------------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $5,645 $11,290 $16,935 $22,580 $28,225 $33,870
200,000 11,290 22,580 33,870 45,161 56,451 67,741
300,000 16,935 33,870 50,806 67,741 84,676 101,611
400,000 22,580 45,161 67,741 90,321 112,902 135,482
500,000 28,225 56,451 84,676 112,902 141,127 169,352
600,000 33,870 67,741 101,611 135,482 169,352 203,223
700,000 39,516 79,031 118,547 158,062 197,578 237,093
800,000 45,160 90,321 135,482 180,643 225,803 270,964
</TABLE>

-----------------------

(1) The plans provide for credit for employment with any of us or Masco
Corporation and their subsidiaries. Vesting occurs after five full years of
employment. The benefit amounts set forth in the table above have been
converted from the plans' calculated five-year certain and life benefit and
are not subject to reduction for social security benefits or for other
offsets, except to the extent that pension or equivalent benefits are
payable under a Masco Corporation plan. The table does not depict Code
limitations on tax-qualified plans because one of the plans is a
non-qualified plan established by us to restore for certain salaried
employees (including certain of the named executive officers) benefits that
are otherwise limited by the Code.

(2) For purposes of determining benefits payable, remuneration in general is
equal to the average of the highest five consecutive January 1 annual base
salary rates paid by us prior to retirement. The compensation covered by
the plans includes compensation paid to Mr. Hennessey by Masco Corporation
prior to his employment with us, and equivalent estimates are used where
compensation has been curtailed by agreement with us or Masco Corporation.

Under our Supplemental Executive Retirement and Disability Plan, certain of
our officers and other key executives, or any company in which we or a
subsidiary owns at least 20 percent of the voting stock, may receive retirement
benefits in addition to those provided under our other retirement plans and
supplemental disability benefits. Each participant is designated by the Chairman
of the Board (and approved by the Compensation Committee) to receive annually
upon retirement on or after age 65, an amount which, when combined with benefits
from our other retirement plans, and for most participants any retirement
benefits payable by reason of employment by prior employers, equals 60 percent
of the average of the participant's highest three years' cash compensation
received from us (limited to base salary and regular year-end cash bonus). A
participant may also receive supplemental medical benefits. A participant who
has been employed at least two years and becomes disabled prior to retirement
will receive annually 60 percent of the participant's total annualized cash
compensation in the year in which the participant becomes disabled, subject to
certain limitations on the maximum payment and reduced by benefits payable
pursuant to our long-term disability insurance and similar plans. Upon a
disabled participant's reaching age 65, such participant receives the annual
cash benefits payable upon retirement, as determined above. A surviving spouse
will receive reduced benefits upon the participant's death. Participants are
required to agree that they will not engage in competitive activities for at
least two years after termination of employment, and if employment terminates by
reason of retirement or disability, during such longer period as benefits are
received under this plan. Messrs. Gardner and Wadhams participate in this plan.

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<PAGE>

Restricted Stock Awards

Immediately prior to the recapitalization, all existing restricted stock
awards were canceled and, immediately following the recapitalization, these
awards were replaced with new restricted stock awards. Twenty-five percent of
the shares issued under the new restricted stock awards vested, subject to
transfer restrictions, at the time of the recapitalization merger. Holders of
the new restricted stock awards could have elected to receive the entire first
installment in the form of shares or 60% in the form of shares and 40% in cash,
with the amount of cash computed at $16.90 per share (the merger consideration
per share). The balance of the shares issued under the new restricted stock
awards will vest, subject to transfer restrictions, ratably on January 14, 2002,
January 14, 2003 and January 14, 2004. Prior to each vesting date for the
remaining installments, holders may elect to receive the entire installment in
shares, 60% of the installment in shares and 40% in cash, or 100% in cash.
Failure to make an election will result in the holder receiving 100% of the
installment in cash. The amount of cash paid per share will be $16.90 plus 6%
per annum from the date of issuance of the restricted stock award. If the
participant chooses shares, the number of shares delivered will be increased by
6% per annum from the date of issuance of the restricted stock award. MascoTech
will be entitled to defer any payment of cash if it is prohibited from making
the payment under its credit facilities. In the event of deferral, the amount
payable to holders will be increased by 12% per annum instead of 6% per annum.

The recapitalization agreement provides for a portion of the net proceeds
from the disposition of Saturn stock to be paid in respect of common stock
(including the cancelled restricted stock awards) and eligible options
outstanding immediately prior to the recapitalization. As of December 18, 2000,
without giving effect to cash elections or immediate vesting provisions upon the
recapitalization, the 3,741,325 shares subject to restricted stock awards
represented approximately 8.9% of the outstanding MascoTech common stock.

Employment/Consulting Agreements

Frank M. Hennessey. Prior to the recapitalization, we entered into an
agreement with Mr. Hennessey, our former Vice Chairman and Chief Executive
Officer, to serve as a consultant to us through December 31, 2003 for an annual
payment of $500,000. Such payments would also be in consideration of Mr.
Hennessey's agreement not to engage in certain activities that would be
competitive with us.

Lee M. Gardner. Prior to the recapitalization, we entered into an
employment/consulting agreement with Lee M. Gardner, our former President and
Chief Operating Officer, to serve at his former rate of base pay plus a bonus
which would equal at least 50% of his base pay. The agreement is terminable by
either party generally on 60 days notice. At such time as Mr. Gardner ceases his
employment, he is to be paid a stay bonus of $1,500,000 upon his execution of a
release in our favor and he would continue for three years to be available as a
consultant to us for an aggregate of $1,725,000 payable over three years which
would accelerate and become payable on a present value basis upon a subsequent
change in control. Such payments would also be in consideration of Mr. Gardner's
agreeing not to engage in certain activities that would be competitive with us.
Mr. Gardner would be entitled to continuation of health benefits under certain
circumstances, and his supplemental executive retirement benefits would also be
increased.

Timothy Wadhams. Prior to the recapitalization, we entered into an
employment/consulting agreement with Timothy Wadhams, our Executive Vice
President--Finance and Administration, to serve at his current rate of base pay
plus a bonus which would equal at least 50% of his base pay. The agreement is
terminable by either party generally on 60 days notice. At such time as Mr.
Wadhams ceases his employment, he is to be paid a stay bonus of $1,200,000 upon
his execution of a release in our favor and he would continue for three years to
be available as a consultant to us for an aggregate of $1,150,000 payable over
three years, which would accelerate and become payable on a present value basis
upon a subsequent change in control. Such payments would also be in
consideration of Mr. Wadhams's agreeing not to engage in certain activities that
would be competitive with us. Mr. Wadhams would be entitled to continuation of
health benefits under certain circumstances, and his supplemental executive
retirement benefits would also be increased.

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<PAGE>

Severance Agreements

Messrs. William T. Anderson, David B. Liner and James F. Tompkins, our Vice
President-Controller, Vice President-General Counsel and Treasurer,
respectively, entered into change of control severance agreements with us in
connection with the recapitalization. The respective severance arrangements
provide for the cash payment of severance benefits equal to two years of base
salary and target bonus and benefits continuation in the event that the
officer's employment is terminated under specific circumstances within two years
of a change of control. Additionally, such agreements provide that, in the event
the officer's employment is terminated under certain circumstances within three
years of a change of control, any stock awards held by such officer shall
continue to stay outstanding and vest in accordance with their terms. The
agreements "gross up" the officers to the extent any payments are subject to
excise tax as a result of being deemed "excess parachute payments." The
recapitalization merger constituted a change of control under these severance
arrangements.

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<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial
ownership of our common stock as of December 18, 2000 by:

o each person known by us to beneficially own more than 5% of our common
stock;

o each of our directors;

o each of our named executive officers; and

o all of our directors and named executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported
on the basis of regulations of the Securities and Exchange Commission governing
the determination of beneficial ownership of securities. Under the rules of the
SEC, a person is deemed to be a beneficial owner of a security if that person
has or shares voting power, which includes the power to vote or to direct the
voting of the security, or investment power, which includes the power to dispose
of or to direct the disposition of the security. Except as indicated in the
footnotes to this table, we believe, each beneficial owner named in the table
below has sole voting and sole investment power with respect to all shares
beneficially owned by them. There are significant agreements relating to voting
and transfers of common stock in the Shareholders Agreement described under
"Related Party Transactions." Our outstanding number of shares of common stock
assumes that no cash elections are made in respect of our restricted stock
incentive plans and that all such restricted stock fully vests.

<TABLE>
<CAPTION>
Beneficial Ownership of MascoTech
----------------------------------
Shares of Percent
Name and Beneficial Owner Common Stock of Class
------------------------- --------------- -------------
<S> <C> <C>
Heartland Industrial Associates, L.L.C.
55 Railroad Avenue
Greenwich, Connecticut(1)(2).................................... 17,527,522 41.9%

Credit Suisse First Boston Equity Partners, L.P.
11 Madison Avenue
New York, New York 10010(3).................................... 10,355,030 24.7%

Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180.......... 2,492,248 6.0%

William T. Anderson(4)............................................... 42,075 *
Gary Banks(2)........................................................ -- --
Lee M. Gardner(4).................................................... 94,932 *
Eugene A. Gargaro, Jr.(5)............................................ 681,613 *
Cynthia Hess(2)...................................................... -- --
Tim Leuliette(2)..................................................... -- --
Perry J. Lewis(2).................................................... -- --
David B. Liner(4).................................................... 20,457 *
J. Michael Losh...................................................... -- --
Richard A. Manoogian(5).............................................. 1,479,290 3.5%
David Margolis(7).................................................... -- --
Thomas Stallkamp..................................................... -- --

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<PAGE>
Beneficial Ownership of MascoTech
----------------------------------
Shares of Percent
Name and Beneficial Owner Common Stock of Class
------------------------- --------------- -------------

David A. Stockman(2)................................................. -- --
James F. Tompkins(4)................................................. 28,728 *
Daniel P. Tredwell(2)................................................ -- --
Timothy Wadhams(4)................................................... 81,801 *
All executive officers and directors as a group (16 persons) (2) (6). 1,767,636 4.2
</TABLE>

----------------------

* Less than 1%.

(1) The 17,527,522 shares of common stock are beneficially owned indirectly by
Heartland Industrial Associates, L.L.C. as the general partner of each of
the limited partnerships which hold shares of common stock directly. These
partnerships hold shares of common stock as follows: 16,696,477 shares are
held by Heartland Industrial Partners, L.P.; 194,204 shares are held by
Heartland Industrial Partners (FF), L.P.; 329,821 shares are held by
Heartland Industrial Partners (E1), L.P.; 153,510 shares are held by
Heartland Industrial Partners (K1), L.P.; and 153,510 shares are held by
Heartland Industrial Partners (C1), L.P. In addition, by reason of the
Shareholders Agreement summarized under "Related Party Transactions,"
Heartland Industrial Associates, L.L.C. may be deemed to share beneficial
ownership of shares of common stock held by other stockholders party to the
Shareholders Agreement. Such beneficial ownership is hereby disclaimed.

(2) As described in footnote 1 above, 17,527,522 shares are beneficially owned
by Heartland Industrial Associates, L.L.C. Mr. Stockman is the Managing
Member of Heartland Industrial Associates, L.L.C., but disclaims beneficial
ownership of such shares. Messrs. Banks, Leuliette, Lewis and Tredwell and
Ms. Hess are also members of Heartland Industrial Associates, L.L.C. and
also disclaim beneficial ownership of the shares. The business address for
each such person is 55 Railroad Avenue, Greenwich, CT 06830.

(3) Of the 10,355,030 shares of common stock beneficially owned by CSFB,
7,402,831 shares are held directly by Credit Suisse First Boston Equity
Partners, L.P.; 2,069,282 shares are held by Credit Suisse First Boston
Equity Partners (Bermuda), L.P.; 6,610 shares are held by Credit Suisse
First Boston U.S. Executive Advisors, L.P.; 533,168 shares are held by EMA
Partners Fund 2000, L.P.; 343,139 shares are held by EMA Private Equity
Fund 2000, L.P. In addition, by reason of the Shareholders Agreement
summarized under "Related Party Transactions," CSFB may be deemed to share
beneficial ownership of shares of common stock held by other stockholders
party to the Stockholders Agreement. Such beneficial ownership is hereby
disclaimed.

(4) Constitutes restricted stock, whether vested or not vested, issued under
our restricted stock incentive plans. Holders have voting but no investment
power over unvested restricted shares. Holders of restricted common stock
may not prior to an underwritten public offering of at least 15% of our
common stock transfer any shares of restricted common stock to a person
other than a relative of such holder or a trust established for the benefit
of a relative of such holder.

(5) Includes 661,260 shares owned by The Richard and Jane Manoogian Foundation,
for which Messrs. Manoogian and Gargaro serve as directors. The directors
of the foundation share voting and investment power with respect to the
securities owned by the foundation, but Messrs. Manoogian and Gargaro
disclaim beneficial ownership of such securities. Mr. Manoogian is also
chairman of the board of Masco

-49-
<PAGE>

Corporation as well as its chief executive officer. None of the shares
beneficially owned by Mr. Manoogian are attributed to, or reported as
beneficially owned by, Masco Corporation. Also includes 196,860 shares of
restricted stock, whether vested or not vested, owned by Mr. Manoogian. See
note 4 above.

(6) Includes 485,206 shares of restricted stock, whether vested or not vested,
issued under our restricted stock incentive plans. Holders have voting but
no investment power over unvested restricted shares. See note 4 above.

(7) Mr. Margolis is a Managing Director of Credit Suisse First Boston Equity
Partners and as such may be deemed to share beneficial ownership of the
shares owned by Credit Suisse First Boston Equity Partners and described in
footnote 3 above. Mr. Margolis's business address is Eleven Madison Avenue,
New York, N.Y. 10010. Mr. Margolis disclaims beneficial ownership of such
shares.

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<PAGE>

RELATED PARTY TRANSACTIONS

Shareholders Agreement

In connection with the recapitalization, Heartland, Credit Suisse First
Boston Equity Partners, L.P., Masco Corporation, Richard Manoogian, their
various affiliates and certain other stockholders of MascoTech, Inc. entered
into a Shareholders Agreement regarding their ownership of our common stock.
References to a shareholder below refer only to those that are party to the
Shareholders Agreement. References to Heartland and CSFB refer to all of their
respective affiliated entities collectively, unless otherwise noted. Owners of
an aggregate of approximately 90% of our outstanding common stock are party to
the Shareholders Agreement.

Election of Directors. The Shareholders Agreement provides that the parties
will vote their shares of common stock in order to cause:

(1) an amendment to our Bylaws to provide that the authorized number of
directors on our board of directors shall be as recommended by
Heartland in its sole discretion.

(2) the election to the board of directors of:

o such number of directors as shall constitute a majority of the
board of directors as designated by Heartland Industrial
Partners, L.P.;

o one director designated by Masco; and

o one director designated by CSFB after consultation with
Heartland.

Masco's ability to designate one director to the board of directors will
terminate when it ceases to own a majority of the shares of common stock held by
it as of the closing of the recapitalization subject to certain exceptions.
CSFB's ability to designate one director to the board of directors will
terminate when it ceases to own a majority of the shares of common stock held by
it as of the closing of the recapitalization.

Transfers of Common Stock. Prior to the date we have consummated a public
offering of our common stock of at least $100.0 million (a "Qualifying Public
Equity Offering"), the Shareholders Agreement restricts transfers of common
stock except for transfers: (1) to a permitted transferee of a stockholder, (2)
pursuant to the "right of first offer" provision discussed below, (3) pursuant
to the "tag-along" provision discussed below, (4) pursuant to the "drag-along"
provision discussed below and (5) pursuant to an effective registration
statement or pursuant to Rule 144 under the Securities Act.

Right of First Offer. The Shareholders Agreement provides that prior to a
Qualifying Public Equity Offering no stockholder may transfer any of its shares
other than to a permitted transferee of such stockholder or pursuant to the
"tag-along" and "drag-along" provisions unless such stockholder shall offer such
shares to us. We shall have the option for 15 business days to purchase such
shares. If we decline to purchase the shares, then Heartland shall have the
right to purchase such shares for an additional 10 business day period. Any
shares not purchased by us or Heartland can be sold by such stockholder at a
price not less than 90% of the price offered to us or Heartland.

Tag-Along Rights. The Shareholders Agreement grants to the stockholders
party to the agreement, subject to certain exceptions, in connection with a
proposed transfer of common stock by Heartland or its affili-

-51-
<PAGE>

ates, the right to require the proposed transferee to purchase a proportionate
percentage of the shares owned by the other stockholders at the same price and
upon the same economic terms as are being offered to Heartland. These rights
terminate upon a Qualifying Public Equity Offering.

Drag-Along Rights. The Shareholders Agreement provides that when Heartland
and its affiliates enter into a transaction resulting in a substantial change of
control of MascoTech, Inc., Heartland has the right to require the other
stockholders to sell a proportionate percentage of shares of common stock in
such transaction as Heartland is selling and to otherwise vote in favor of the
transactions effecting such substantial change of control. These rights
terminate upon a Qualifying Public Equity Offering.

Information. Pursuant to the Shareholders Agreement, each stockholder party
to the agreement is entitled to receive our quarterly and annual financial
statements. In addition, stockholders who maintain 25% of their original equity
investment in us will be entitled to receive prior to a Qualifying Public Equity
Offering certain monthly financial information and certain other information as
they may reasonably request and will have the opportunity to meet with our
senior management on an annual basis and certain stockholders will be able to
meet quarterly with our senior management.

Observer Rights. Our shareholders who are also investors ("HIP
Co-Investor") in one of Heartland's funds and have invested at least $40.0
million in our common stock or own at least 10% of our outstanding common stock
have the right to attend all meetings of the board of directors, including
committees thereof, solely in a non-voting observer capacity. These rights
terminate upon a Qualifying Public Equity Offering.

Preemptive Rights. Subject to certain exceptions, the Shareholders
Agreement provides that if we issue, sell or grant rights to acquire for cash
any shares of common stock or options, warrants or similar instrument or any
other security convertible or exchangeable therefor ("Equity Interests"), or any
equity security linked to or offered or sold in connection with any of our
Equity Interests, then we will be obligated to offer certain stockholders or
Heartland the right to purchase at the sale price and on the same terms and
conditions of the sale, such amount of shares of common stock or such other
Equity Security as would be necessary for such stockholders or Heartland to
maintain its then current beneficial ownership interest in us. These rights
terminate upon a initial public offering by us.

Affiliate Transactions. Subject to certain exceptions, the Shareholders
Agreement provides that Heartland and its affiliates will not enter into
transactions with us or our subsidiaries involving consideration in excess of
$1.0 million without the approval of Masco Corporation and the HIP Co-Investors.

Registration Rights. The Shareholders Agreement provides the stockholders
party to the agreement with unlimited piggy-back rights each time we file a
registration statement except for registrations relating to (1) shares
underlying management options, (2) an initial public offering consisting of
primary shares and (3) the shares being registered pursuant to this registration
statement. In addition, on the earlier of (1) five years after the closing of
the recapitalization or (2) an initial public offering of MascoTech, Inc.,
Heartland, CSFB, Masco Corporation and Richard Manoogian have the ability to
demand the registration of their shares, subject to various hold back and other
agreements. The Shareholders Agreement grants two demand registrations to Masco
Corporation, one demand registration to Richard Manoogian, three demand
registrations to CSFB and an unlimited number of demands to Heartland.

Approval and Consultation Rights. The Shareholders Agreement provides that
prior to a Qualifying Public Equity Offering we will consult with CSFB in
respect to any issues that in our good faith judgment are

-52-
<PAGE>

material to our business and operations. In addition, prior to a Qualifying
Public Equity Offering, CSFB will have the right to approve:

o certain acquisitions by us;

o the selection of a chief executive officer;

o certain debt restructurings; and

o any liquidation or dissolution of us.

Monitoring Agreement

We and Heartland are parties to a Monitoring Agreement pursuant to which
Heartland is engaged to provide consulting services to us with respect to
financial and operational matters. Heartland will receive a fee of $4.0 million
for such services in fiscal year 2001. After fiscal year 2001, Heartland will
receive a fee for such services equal to the greater of (1) $4.0 million or (2)
0.25% of our total assets. In addition to providing ongoing consulting services,
Heartland will also assist in acquisitions, divestitures and financings, for
which Heartland will receive a fee equal to 1% of the value of such transaction.
The monitoring agreement also provides that Heartland will be reimbursed for its
reasonable out-of-pocket expenses. We paid Heartland approximately $24.0 million
in fees and reimbursed it for its expenses in connection with the
recapitalization and the acquisition of Simpson.

Corporate Services Agreement

Under a Corporate Services Agreement, Masco Corporation provides us and our
subsidiaries with office space for executive offices, use of its data processing
equipment and services, certain research and development services, corporate
administrative staff and other support services in return for payment of an
annual base service fee of .8% of our consolidated annual net sales, subject to
adjustments. This agreement also provides for various license rights and
confidential treatment of information which may arise from Masco Corporation's
performance of research and development services on our behalf. As a result of
the recapitalization, the Corporate Services Agreement was amended. Under the
amended agreement the fee for such services will be mutually agreed to by us and
Masco Corporation but will not exceed $3.0 million during fiscal year 2001 and
$500,000 during fiscal year 2002.

Corporate Opportunities Agreement

Masco Corporation and we are parties to a Corporate Opportunities Agreement
which prohibits either party from acquiring or otherwise making an investment in
a business if the other party has an investment in such business excluding,
however, any business engaged in home improvement or building products or
services businesses. The agreement terminates on the earlier of November 28,
2002 or six months after corporate services are no longer required to provided
under the Corporate Services Agreement.

Subordinated Loan Agreement

We are a party to a subordinated loan agreement with Masco Corporation
pursuant to which Masco has agreed to purchase, at par, at any time on or before
October 31, 2003 up to $100.0 million aggregate principal amount of subordinated
notes from us. We are obligated to use any proceeds from the sale of the notes
solely to

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meet our obligations under our 4 1/2% Convertible Subordinated Debentures due
2003. The interest rate on the notes is based on a spread over the average
treasury rate or a comparable debt issue rate subject to a cap of 14.5% at the
time of issuance of the note subject to increase. We have agreed to pay Masco a
commitment fee of 0.125% per annum on Masco's unused commitment under the
subordinated loan agreement. Masco's obligation to purchase notes from us
pursuant to the subordinated loan agreement is subject to the accuracy of our
representations and warranties, the absence of any bankruptcy with respect to
us, and the absence of an event of default under our credit facility. Notes
under the subordinated loan agreement can be issued from time to time and mature
on June 30, 2009. Any notes issued under the subordinated loan agreement are
subordinate in right of payment to the prior indefeasible payment and
satisfaction in full of all of our existing and future senior indebtedness.

Other

In connection with the recapitalization and the acquisition of Simpson we
paid fees and expenses of approximately $11.2 million to affiliates of Credit
Suisse First Boston Equity Partners, L.P. in consideration for providing us
financial advisory services.

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DESCRIPTION OF CAPITAL STOCK

Capital Stock

Authorized Capital Stock

Under our certificate of incorporation, our authorized capital stock
consists of 275,000,000 shares, of which 250,000,000 shares are common stock,
par value $1.00 per share, and 25,000,000 shares are preferred stock, par value
$1.00 per share. The number of authorized shares of each class of stock may be
increased or decreased by the affirmative vote of the holders of a majority of
the stock of MascoTech, Inc. entitled to vote, voting together as a single
class. As of December 18, 2000, we had 41,839,672 shares of our common stock
outstanding, of which 3,741,325 shares were subject to restricted stock awards
(assuming no cash elections and disregarding vesting restrictions), and 361,001
shares of Series A Preferred Stock outstanding. None of these shares are freely
transferable by their terms or by reason of securities law and contractual
restrictions.

Common Stock

Holders of common stock are entitled to one vote per share with respect to
each matter presented to our stockholders on which the holders of common stock
are entitled to vote. Except as may be provided in connection with any preferred
stock in a certificate of designation filed pursuant to the Delaware General
Corporation Law, or the DGCL, or as may otherwise be required by law or our
certificate of incorporation, the common stock is our only capital stock
entitled to vote in the election of directors and on all other matters presented
to our stockholders; provided that, except as required by law or our certificate
of incorporation, holders of common stock are not entitled to vote on any
amendment to our certificate of incorporation that solely relates to the terms
of any outstanding series of preferred stock or the number of shares of such
series and does not affect the number of authorized shares of preferred stock or
the terms of the common stock if the holders of preferred stock are entitled to
vote thereon.

Upon our liquidation, dissolution or winding up, whether voluntary or
involuntary, holders of common stock will be entitled to receive such assets as
are available for distribution to our stockholders after there shall have been
paid or set apart for payment the full amounts necessary to satisfy any
preferential or participating rights to which the holders of each outstanding
series of preferred stock are entitled by the express terms of the series.

The outstanding shares of common stock are validly issued, fully paid and
nonassessable. The common stock does not have any preemptive, subscription or
conversion rights.

Shares of common stock are freely alienable subject to compliance with
securities laws except that holders of restricted common stock may not prior to
an underwritten public offering of at least 15% of our common stock transfer any
shares of restricted common stock to a person other than a relative of such
holder or a trust established for the benefit of a relative of such holder.

Preferred Stock

Our board of directors is authorized from time to time, without stockholder
approval, to issue up to an aggregate of 25,000,000 shares of preferred stock,
$1.00 par value per share, in one or more series. Included in this amount are
370,000 shares of Series A Preferred Stock authorized for issuance, in
connection with the recapitalization. Each series of preferred stock may have
the rights and preferences, including voting rights, divi-

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dend rights, conversion rights, redemption privileges and liquidation
preferences that our board of directors determines. The rights of the holders of
common stock will be subject to, and may be adversely affected by, the rights of
holders of any preferred stock that may be issued in the future. We issued
361,001 shares of Series A Preferred Stock to Masco Corporation upon the
recapitalization.

Except as required by law or otherwise as set forth in our certificate of
incorporation, the Series A Preferred Stock holders do not have any voting
rights or power to vote on any question or in any proceeding or to be
represented at, or to receive notice of, any stockholders meeting. Series A
Preferred Stock holders are entitled to one vote per share regarding matters on
which they are entitled to vote.

Series A Preferred Stock holders are entitled to receive, when, as and if
declared by our board of directors, out of funds legally available therefor
pursuant to the DGCL, cumulative dividends on each share of Series A Preferred
Stock for each quarterly dividend at a rate of 13% per annum for periods ending
on or prior to December 31, 2005 and 15% per annum for periods after December
31, 2005, plus 2% per annum for any period for which there are any accrued and
unpaid dividends.

Our Series A Preferred Stock is not convertible and has no preemptive
rights.

All of the then outstanding Series A Preferred Stock is mandatorily
redeemable by us out of legally available funds on December 31, 2012 in
accordance with the provisions in our certificate of incorporation.
Additionally, prior to that date, at our option, we can redeem the Series A
Preferred Stock, in whole or in part, out of legally available funds, by a
resolution of our board of directors, in accordance with the provisions in our
certificate of incorporation.

If a change of control, as defined in our certificate of incorporation,
occurs at any time, or in the event of an equity offering triggering event, as
defined in our certificate of incorporation, then each holder of Series A
Preferred Stock has the right to require us to purchase such holder's Series A
Preferred Stock in whole or in part, in accordance with the provisions of our
certificate of incorporation.

In the event of any liquidation, dissolution or winding up of our affairs,
whether voluntary or otherwise, after payment or provision for payment of our
debts and other liabilities, the holders of Series A Preferred Stock are
entitled to receive, out of our remaining assets, $100 in cash for each share of
Series A Preferred Stock they hold, plus an amount equal to all dividends
(including additional dividends) accrued and unpaid on each such share up to the
date fixed for distribution. The Series A Preferred Stock ranks ahead of all our
other capital stock outstanding at the time it was issued and therefore has the
right to receive such dividends before common stock or any stock that ranks
junior to the Series A Preferred.

Certificate of Incorporation and Bylaws

Our bylaws contain provisions requiring that advance notice be delivered to
us of any business to be brought by a stockholder before an annual meeting of
stockholders and provide for certain procedures to be followed by stockholders
in nominating persons for election to our board of directors. Generally, such
advance notice provisions require that the stockholder must give written notice
either by personal delivery to the Chairman of the Board or on notice to our
Secretary:

o not less than ten days nor more than sixty days before the date of the
meeting.

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Our bylaws provide, in accordance with our certificate of incorporation,
the number of directors shall be fixed from time to time exclusively by a
resolution adopted by the affirmative vote of a majority of the board of
directors, but shall be at least one.

Special meetings of stockholders may be called only by the board of
directors or by the President, and shall be called by the President or Secretary
upon the request of a majority of the directors or upon the written request of
holders of at least a majority of all outstanding shares entitled to vote on the
action proposed to be taken.

In general, our bylaws may be amended or repealed at a meeting and new
bylaws adopted by the holders of a majority of our voting stock, voting together
as a single class, or by a vote of a majority of the whole board of directors,
provided that notices of the proposed amendments shall have been sent to all the
directors not less than three days before the meeting of the directors by the
unanimous vote of all the directors present.

Limitation on Liability and Indemnification of Directors and Officers

Our certificate of incorporation provides, as authorized by Section
102(b)(7) of the DGCL, that a director will not be personally liable to us or
our stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability imposed by law, as in effect from time to time:

o for any breach of the director's duty of loyalty to us or our
stockholders;

o for any act or omission not in good faith or which involved
intentional misconduct or a knowing violation of law;

o for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL; or

o for any transaction from which the director derived an improper
personal benefit.

Section 145 of the DGCL provides that a Delaware corporation may indemnify
any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than a "derivative" action by
or in right of the corporation, by reason of the fact that the person is or was
an officer, director, employee or agent of such corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action,
suit or proceeding, provided the person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. A similar standard of care is
applicable in the case of derivative actions, except that no indemnification
shall be made where the person is adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action was brought determines that the
person is fairly and reasonably entitled to indemnity and expenses.

Our certificate of incorporation and bylaws provide that we will indemnify
our directors, officers, employees and agents to the fullest extent permitted by
Section 145 of the DGCL and will advance expenses to our directors, officers,
employees and agents in connection with legal proceedings, subject to limited
exceptions.

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We plan to maintain standard insurance policies under which coverage is
provided for payments made by us to our directors and officers in respect of the
indemnification provisions in our certificate of incorporation and bylaws. We
believe that these indemnification provisions and insurance are necessary to
attract and retain qualified directors and officers.

The limitation on liability and indemnification provisions in our
certificate of incorporation and bylaws may not be enforceable against us if
someone challenges these provisions. Nonetheless, these provisions may
discourage our stockholders from bringing a lawsuit against directors for breach
of their fiduciary duty. These provisions may also have the effect of reducing
the likelihood of derivative litigation against our directors and officers, even
though such an action, if successful, might otherwise benefit us and our
stockholders. Furthermore, a stockholder's investment may be adversely affected
to the extent we pay costs of settlement and damage awards against directors and
officers pursuant to these indemnification provisions.

Transfer Agent and Registrar

We act as the transfer agent and registrar for our common stock.

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DESCRIPTION OF OUR INDEBTEDNESS

Credit Facility

Summarized below are the material terms of our new credit facility. This
summary is not a complete description of all of the terms and provisions of the
agreement governing this debt.

Overview

In connection with the recapitalization, MascoTech, Metalync Company, LLC,
Lamons Metal Gasket Co., Lake Erie Screw Corporation, Compac Corporation, Fulton
Performance Products, Inc., Norris Cylinder Company and Draw-Tite, Inc. (each of
which is a direct or indirect wholly-owned subsidiary of MascoTech) entered into
a new credit facility with The Chase Manhattan Bank, as administrative agent and
collateral agent, Credit Suisse First Boston, as syndication agent, Comerica
Bank, as documentation agent, First Union National Bank, as documentation agent,
National City Bank, as documentation agent, Bank One, NA, as documentation
agent, and the other lenders party thereto.

The new credit facility consists of a senior revolving credit facility and
two senior term loan facilities. The revolving credit facility is comprised of
loans in a total principal amount of up to $300 million. The tranche A facility
in comprised of loans in a total principal amount of $500 million. The tranche B
facility is comprised of loans in a total principal amount of $500 million.

The revolving credit facility and the tranche A facility will mature on May
28, 2007 and the tranche B facility will mature on November 28, 2008.

The obligations under the new credit facility are secured and are
unconditionally and irrevocably guaranteed jointly and severally by us and each
existing and subsequently acquired or organized domestic subsidiary of
MascoTech, other than MTSPC, Inc. and Saturn Holdings (the holder of the equity
interests in Saturn), pursuant to the terms of a separate guarantee agreement.

Although no foreign subsidiaries are currently borrowers under the new
credit facility, such entities may borrow under the facility in the future.

Incremental Facility

The new credit facility also provides for an incremental facility, or
tranche C facility, of up to an additional $200 million to be made available to
Metalync. The credit facility permits us to seek an additional $50 million of
commitments for the incremental facility in the future. We borrowed the full
$200 million under the incremental facility in connection with our acquisition
of Simpson, of which approximately $50 million is expected to be repaid with the
proceeds of pending sale-leaseback transactions. The incremental loan facility
matures on February 27, 2009. The incremental facility will be governed by the
credit agreement and will be subject to the provisions thereof relating to the
term loan facilities, with certain modifications. Interest rates, maturity and
amortization under the incremental facility shall be agreed upon at the time the
applicable lenders provide their commitment to make incremental loans. The
proceeds of the incremental loans shall be used solely to finance permitted
acquisitions. The amount available under the incremental facility is subject to
reduction on a dollar-for-dollar basis to the extent that Metalync incurs any
permitted unsecured debt.

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Security Interests

Our borrowings under the new credit facility are secured by a first
priority perfected security interest in:

o the capital stock of Metalync and all of the capital stock held by
MascoTech, Metalync or any domestic subsidiary of MascoTech of each
existing and subsequently acquired or organized subsidiary of
MascoTech (which pledge, in the case of any foreign subsidiary, shall
be limited to 65% of the capital stock of such foreign subsidiary to
the extent the pledge of any greater percentage would result in
adverse tax consequences to MascoTech or Metalync); and

o all tangible and intangible assets of MascoTech, Metalync and each
existing or subsequently acquired or organized domestic subsidiary of
MascoTech, other than MTSPC, Inc. and Saturn Holdings, with certain
exceptions as set forth in the credit facility;

Interest Rates and Fees

Borrowings under the new credit facility will bear interest, at our option,
at either:

o a base rate used by The Chase Manhattan Bank, plus an applicable
margin; or

o a eurocurrency rate on deposits for one, two, three or six month
periods (or nine or twelve month periods if, at the time of the
borrowing, all lenders agree to make such a duration available), plus
the applicable margin.

For the period beginning November 28, 2000 up to and including September
30, 2001, the applicable margin on revolving loans and tranche A loans which are
base rate loans shall be 2.25% and on eurocurrency loans shall be 3.25%. After
the period ending September 30, 2001, the applicable margin on revolving loans
and tranche A loans is subject to reduction depending on the leverage ratio of
Metalync. The applicable margin on tranche B loans which are base rate loans is
3.00% and on eurocurrency loans is 4.00%. The applicable margin on the
incremental loan incurred in connection with the acquisition of Simpson is 2.75%
on base rate loans and 3.75% on eurocurrency loans prior to March 31, 2001; from
April 1, 2001 through December 31, 2001 3.00% on base rate loans and 4.00% on
eurocurrency loans; and thereafter 3.25% on base rate loans and 4.25% on
eurocurrency loans.

We shall also pay the lenders a commitment fee on the unused commitments
under the new credit facility equal to 0.75% per annum if less than 50% of the
revolving facility commitments are outstanding and 0.50% per annum is to be paid
if 50% or more of the revolving facility commitments are outstanding, in each
case, payable quarterly in arrears. The commitment fee is subject to reduction
depending on the leverage ratio of Metalync.

Mandatory and Optional Repayment

Subject to exceptions for reinvestment of proceeds and other exceptions and
materiality thresholds, we are required to prepay outstanding loans under the
new credit facility with excess cash flow, the net proceeds of certain asset
dispositions, casualty and condemnation recovery events and incurrences of
permitted debt.

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We may voluntarily prepay loans under the new credit facility, in whole or
in part, without penalty, subject to minimum prepayments. If we prepay
eurodollar rate loans, we will be required to reimburse lenders for their
breakage and redeployment costs.

Covenants

The new credit facility contains negative and affirmative covenants and
requirements affecting us and our subsidiaries. The new credit facility contains
the following negative covenants and restrictions, among others: restrictions on
debt, liens, mergers, investments, loans, advances, guarantee obligations,
acquisitions, asset dispositions, sale-leaseback transactions, hedging
agreements, dividends and other restricted junior payments, stock repurchases,
transactions with affiliates, restrictive agreements, amendments to charter,
by-laws and other material documents and use of reserved funds. The new credit
facility also requires us and our subsidiaries to meet certain financial
covenants and ratios to be tested quarterly commencing on December 31, 2000. The
credit facility requires us to maintain restricted cash either in escrow from
the proceeds of other subordinated debt financing or equity financing or in the
form of availability under our revolving credit facility and accounts receivable
financing in increasing amounts at specified dates until the maturity of the
convertible subordinated debentures which restricted cash amount totals $205
million by the maturity date of the convertible subordinated debentures. These
amounts are $70 million from November 28, 2000 to September 30, 2002; $100
million from October 2002 to December 2002; $125 million from January 2003 to
March 2003; $150 million from April 2003 to June 2003; $175 million from July
2003 to September 2003; and $205 million from October 2003 to December 15, 2003
and are reduced to the extent that convertible subordinated debentures are
repaid from subordinated debt or equity proceeds prior to maturity.

The new credit facility contains the following affirmative covenants, among
others: mandatory reporting of financial and other information to the
administrative agent, notice to the administrative agent upon the occurrence of
certain events of default and other events, written notice of change of any
information affecting the identity of the record owner or the location of
collateral, preservation of existence and intellectual property, payment of
obligations, maintenance of properties and insurance, notice of casualty and
condemnation, access to properties and books by the lenders, compliance with
laws, use of proceeds and letters of credit, additional subsidiaries, interest
rate protection agreements, maintenance of stated available funds and
contribution of additional equity by Metalync.

Events of Default

The new credit facility specifies certain customary events of default,
including, among others, non-payment of principal, interest or fees, violation
of covenants, cross-defaults and cross-accelerations, inaccuracy of
representations and warranties in any material respect, bankruptcy and
insolvency events, change of control, failure to maintain security interests,
specified ERISA events, default by Masco Corporation to make loans under
subordinated loan agreement or such subordinated loan agreement shall cease or
be asserted not to be in full force and effect, one or more judgments for the
payment of money in an aggregate amount in excess of $15.0 million, the
guarantees shall cease to be in full force and effect or are found not to
comprise senior indebtedness under the subordination provisions of the
subordinated debt and the subordination provisions of the subordinated debt are
found to be invalid.

Subordinated Loan Agreement

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amount of subordinated notes from us. We are obligated to use any proceeds from
the sale of the notes solely to meet our obligations under our 4 1/2%
Convertible Subordinated Debentures due 2003. The interest rate on the notes is
based on a spread over the average treasury rate or a comparable debt issue rate
subject to a cap of 14.5% at the time of issuance of the note subject to
increase. We have agreed to pay Masco a commitment fee of 0.125% per annum on
Masco's unused commitment under the subordinated loan agreement. Masco's
obligation to purchase notes from us pursuant to the subordinated loan agreement
is subject to the accuracy of our representations and warranties, the absence of
any bankruptcy with respect to us, and the absence of an event of default under
our credit facility. Notes under the subordinated loan agreement can be issued
from time to time and mature on June 30, 2009. Any notes issued under the
subordinated loan agreement are subordinate in right of payment to the prior
indefeasible payment and satisfaction in full of all of our existing and future
senior indebtedness.

Convertible Subordinated Debentures

We currently have $305 million of 4 1/2% Convertible Subordinated
Debentures due December 15, 2003 outstanding. Each $1,000 principal amount of
convertible debentures was convertible prior to the recapitalization into shares
of our common stock at a conversion price of $31.00 a share. As a result of the
recapitalization, the convertible debentures are convertible into the right to
receive the merger consideration paid to common stockholders in the
recapitalization at a conversion price of $31.00 per the consideration payable
with respect to a share of common stock and are, accordingly, not expected to be
converted.

Interest at a rate of 4 1/2% is paid semi-annually on the convertible
debentures on June 15 and December 15 to record holders of the convertible
debentures on the preceding June 1 or December 1, respectively. The convertible
debentures mature on December 15, 2003. The convertible debentures can be
redeemed by us at any time, in whole or in part, upon not less than thirty days'
nor more than sixty days' notice at a redemption price of 101.00% of the
principal amount outstanding if such redemption is prior to December 15, 2001;
100.50% of the principal amount outstanding if such redemption is prior to
December 15, 2002; and at 100.00% of the principal outstanding amount if such
redemption is after December 15, 2002.

The convertible debentures are subordinated in right or payment to the
prior indefeasible payment and satisfaction in full of all of our existing and
future senior indebtedness. The convertible debentures contain customary events
of default for a debt security of such type and do not contain any negative
covenants.

Other Debt

As of September 30, 2000, we had approximately $15.9 million of other debt
consisting primarily of industrial revenue bonds and government loans.

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PLAN OF DISTRIBUTION

The shares offered may be sold by the selling stockholders. These sales may
be made in negotiated transactions. The shares may be sold by each of the
selling stockholders acting as principal for its own account or in ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales, broker-dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate in the resales.

Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders in amounts to be
negotiated in connection with the sale. These broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales, and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act.

It is not possible at the present time to determine the price to the public
in any sale of the common stock by the selling stockholders. Accordingly, the
public offering price and the amount of any applicable underwriting discounts
and commissions will be determined at the time of such sale by the selling
stockholders. The aggregate proceeds to the selling stockholders from the sale
of the common stock will be the purchase price of the common stock sold less all
applicable commissions and underwriter's discounts, if any. We will pay
substantially all the expenses incident to the registration, offering and sale
of the common stock to the public by the selling stockholders, other than fees,
discounts and commissions of underwriters, dealers or agents, if any, and
transfer taxes.

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LEGAL MATTERS

The validity of our common shares offered in this offering will be passed
upon for us by Cahill Gordon & Reindel, New York, New York.

EXPERTS

The financial statements of MascoTech, Inc. as of December 31, 1999 and
1998 and for each of the three years in the period ended December 31, 1999
included in this prospectus have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

The financial statement schedule of MascoTech, Inc. for the years ended
December 31, 1999, 1998 and 1997 and the financial statements of TriMas
Corporation as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997 incorporated in the registration statement by
reference to MascoTech's 1999 Annual Report on Form 10-K for the year ended
December 31, 1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

MascoTech files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document MascoTech files at the SEC's public reference room at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for more information on the public reference rooms. MascoTech's
SEC filings are also available to you at the SEC's Web site at
http://www.sec.gov.

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MASCOTECH, INC.
INDEX TO FINANCIAL STATEMENTS

Page No.
--------
Report of Independent Accountants.................................... F-2
Consolidated Balance Sheet as of December 31, 1999
and 1998.......................................................... F-3
Consolidated Statements of Income for the Years Ended
December 31, 1999, 1998 and 1997.................................. F-4
Consolidated Statement of Cash Flows for the Years
Ended December 31, 1999, 1998 and 1997............................ F-5
Consolidated Statement of Shareholders' Equity for
Years Ended December 31, 1999, 1998 and 1997...................... F-6
Notes to Consolidated Financial Statements........................... F-7
Consolidated Condensed Balance Sheet as of September
30, 2000 and December 31, 1999.................................... F-27
Consolidated Condensed Statements of Income for the
Three and Nine Months Ended September 30, 2000 and
1999.............................................................. F-28
Consolidated Condensed Statement of Cash Flows for
the Nine Months Ended September 30, 2000 and 1999................. F-29
Notes to Consolidated Condensed Financial Statements................. F-30

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of MascoTech, Inc.:

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, cash flows and shareholders' equity
present fairly, in all material respects, the financial position of MascoTech,
Inc. and its subsidiaries at December 31, 1999 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Detroit, Michigan
February 25, 2000

F-2
<PAGE>

<TABLE>
<CAPTION>
MASCOTECH, INC.

CONSOLIDATED BALANCE SHEET

December 31, 1999 and 1998

ASSETS

1999 1998
-------------- --------------
Current assets:
<S> <C> <C>
Cash and cash investments................................. $ 4,490,000 $ 29,390,000
Receivables............................................... 218,960,000 223,340,000
Inventories............................................... 183,600,000 198,350,000
Deferred and refundable income taxes...................... 46,750,000 26,590,000
Prepaid expenses and other assets......................... 16,320,000 23,710,000
-------------- --------------
Total current assets.................................. 470,120,000 501,380,000
Equity and other investments in affiliates................... 110,730,000 93,560,000
Property and equipment, net.................................. 722,680,000 678,130,000
Excess of cost over net assets of acquired companies......... 759,330,000 764,220,000
Notes receivable and other assets............................ 38,410,000 53,250,000
-------------- --------------
Total assets......................................... $2,101,270,000 $2,090,540,000
============== ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................... $ 114,490,000 $ 114,830,000
Accrued liabilities....................................... 113,910,000 135,230,000
-------------- --------------
Total current liabilities............................. 228,400,000 250,060,000
Convertible subordinated debentures.......................... 305,000,000 310,000,000
Other long-term debt......................................... 1,067,890,000 1,078,240,000
Deferred income taxes........................................ 100,680,000 88,140,000
Other long-term liabilities.................................. 98,920,000 110,220,000
-------------- --------------
Total liabilities..................................... 1,800,890,000 1,836,660,000
-------------- --------------
Shareholders' equity:
Preferred stock, $1 par:
Authorized: 25 million;
Outstanding: None...................................... -- --
Common stock, $1 par:
Authorized: 250 million;
Outstanding: 44.6 million and 45.8 million............. 44,640,000 45,780,000
Paid-in capital.............................................. -- 16,820,000
Retained earnings............................................ 324,290,000 245,860,000
Accumulated other comprehensive loss......................... (24,870,000) (7,460,000)
Less: Restricted stock awards............................... (43,680,000) (47,120,000)
-------------- --------------
Total shareholders' equity............................ 300,380,000 253,880,000
-------------- --------------
Total liabilities and shareholders' equity............ $2,101,270,000 $2,090,540,000
============== ==============

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>

F-3
<PAGE>

<TABLE>
<CAPTION>
MASCOTECH, INC.

CONSOLIDATED STATEMENT OF INCOME

for the years ended December 31, 1999, 1998 and 1997

1999 1998 1997
-------------- -------------- -------------
<S> <C> <C> <C>
Net sales........................................ $1,679,690,000 $1,635,500,000 $ 922,130,000
Cost of sales.................................... (1,246,660,000) (1,208,930,000) (735,470,000)
-------------- -------------- -------------
Gross profit.................................. 433,030,000 426,570,000 186,660,000
Selling, general and administrative expenses..... (214,530,000) (204,180,000) (89,930,000)
Gains (charge) on disposition of businesses, net. 14,440,000 (15,580,000) 4,980,000
Charge for asset impairment...................... (17,510,000) -- --
-------------- -------------- -------------
Operating profit.............................. 215,430,000 206,810,000 101,710,000
-------------- -------------- -------------
Other income (expense), net:
Interest expense, Masco Corporation........... -- -- (7,500,000)
Other interest expense........................ (80,820,000) (81,500,000) (29,030,000)
Equity and other income from affiliates....... 13,230,000 10,150,000 43,360,000
Gain (charge) from disposition of, or changes
in, investments in equity affiliates........ (3,150,000) -- 64,350,000
Deferred gain recognized from disposition of -- 7,000,000 --
business....................................
Other, net.................................... (5,220,000) 2,060,000 17,400,000
-------------- -------------- -------------
(75,960,000) (62,290,000) 88,580,000
-------------- -------------- -------------
Income before income taxes.................. 139,470,000 144,520,000 190,290,000
Income taxes..................................... 47,040,000 47,050,000 75,050,000
Net income.................................... $ 92,430,000 $ 97,470,000 $ 115,240,000
============= ============= =============
Preferred stock dividends........................ -- -- $ 6,240,000
============= ============= =============
Earnings attributable to common stock......... $ 92,430,000 $ 97,470,000 $ 109,000,000
============= ============= =============

Basic Diluted Basic Diluted Basic Diluted
Earnings per common share:
Earnings attributable to common stock. $ 2.25 $1.84 $2.23 $1.83 $2.70 $2.12
====== ======= ===== ======= ===== ========

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>

F-4
<PAGE>

<TABLE>
<CAPTION>
MASCOTECH, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the years ended December 31, 1999, 1998 and 1997

1999 1998 1997
------------- -------------- --------------
CASH FROM (USED FOR):
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income......................................... $ 92,430,000 $ 97,470,000 $ 115,240,000
Adjustments to reconcile net income to net
cash provided by operating activities:
(Gains) charge on disposition of businesses, net... (14,440,000) 15,580,000 (4,980,000)
Charges (gains) from disposition or other changes
in investments in equity affiliates................ 6,270,000 (7,000,000) (64,350,000)
Charge for asset impairment........................ 17,510,000 -- --
Depreciation and amortization...................... 83,300,000 83,640,000 43,460,000
Equity earnings, net of dividends.................. (10,100,000) (6,080,000) (27,180,000)
Deferred income taxes.............................. 9,560,000 (110,000) 17,520,000
Decrease (increase) in marketable securities, net.. --
45,970,000 (8,210,000)
(Increase) decrease in receivables................. (3,500,000) (6,700,000) 2,670,000
Decrease (increase) in inventories................. 400,000 (19,640,000) 1,950,000
(Increase) decrease in prepaid expenses and other
current assets..................................... (14,390,000) 1,240,000 (1,280,000)
(Decrease) increase in accounts payable and
accrued liabilities................................ (5,150,000) (6,060,000) 11,140,000
Other, net......................................... (9,260,000) 2,290,000 (7,480,000)
------------- -------------- --------------
Net cash from operating activities................. 152,630,000 200,600,000 78,500,000
------------- -------------- --------------
FINANCING ACTIVITIES:
Increase in debt................................... 28,540,000 1,162,670,000 7,080,000
Payment of debt.................................... (40,150,000) (410,660,000) (16,590,000)
Payment of note due to Masco Corporation........... -- -- (45,580,000)
Retirement of preferred stock...................... -- -- (8,360,000)
Retirement of Company Common Stock................. (19,530,000) (63,550,000) (6,610,000)
Payment of dividends............................... (13,470,000) (12,240,000) (15,900,000)
Other, net......................................... (5,490,000) (13,480,000) (9,070,000)
------------- -------------- --------------
Net cash (used for) from financing activities...... (50,100,000) 662,740,000 (95,030,000)
------------- -------------- --------------
INVESTING ACTIVITIES:
Cash received from sale of businesses, net......... 92,620,000 25,020,000 76,560,000
Acquisition of businesses, net of cash acquired.... (88,550,000) (879,370,000) (11,100,000)
Capital expenditures............................... (135,740,000) (106,300,000) (54,780,000)
Receipt of cash from notes receivable.............. 2,180,000 4,880,000 17,330,000
Proceeds from redemptions of debt by affiliates.... -- 80,500,000 --
Other, net......................................... 2,060,000 210,000 10,230,000
------------- -------------- --------------
Net cash (used for) from investing activities...... (127,430,000) (875,060,000) 38,240,000
------------- -------------- --------------
CASH AND CASH INVESTMENTS:
(Decrease) increase for the year................... (24,900,000) (11,720,000) 21,710,000
At January 1....................................... 29,390,000 41,110,000 19,400,000
------------- -------------- --------------
At December 31..................................... $ 4,490,000 $ 29,390,000 $ 41,110,000
============= ============== ==============

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>

F-5
<PAGE>

<TABLE>
<CAPTION>
MASCOTECH, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
for the years ended December 31, 1999, 1998 and 1997

(In Thousands)
Other Comprehensive
Income
-----------------------
Foreign
Currency Minimum Restricted Total
Preferred Common Paid-in Retained Translation Pension Stock Shareholders'
Stock Stock Capital Earnings And Other Liability Awards Equity
----------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1997... $ 10,800 $ 37,250 $ 47,800 $ 61,060 $ 8,050 $-- $ (26,140) $ 138,820
Comprehensive income:
Net income............. 115,240 115,240
Foreign currency (9,220) (9,220)
translation..........
Unrealized gain (loss)
on securities (net of (1,390) (1,390)
tax
benefit, $(920))......
Total comprehensive income 104,630
Preferred stock dividends 150 2,850 (6,240) (3,240)
Common stock dividends... (12,270) (12,270)
Retirement of common (330) (6,280) (6,610)
stock
Retirement of preferred (450) (7,910) (8,360)
stock
Conversion of
outstanding preferred (10,350) 9,750 600 --
stock..................
Exercise of stock options 430 4,000 4,430
Restricted stock awards,
net of amortization.... (6,740) (6,740)
----------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
Balances, December 31, 1997. -- 47,250 41,060 157,790 (2,560) -- (32,880) 210,660
Comprehensive income:
Net income............. 97,470 97,470
Foreign currency 6,410 6,410
Translation
Minimum pension
liability (net of (10,700) (10,700)
tax benefit $(6,700))
Unrealized gain (loss)
on securities (net (610) (610)
of tax benefit,
$(420))..............
Total comprehensive income.. 92,570
Common stock dividends... (9,400) (9,400)
Retirement of common (3,640) (60,170) (63,810)
stock
Exercise of stock options 1,160 14,750 15,910
Restricted stock awards,
net of amortization..... (14,240) (14,240)
Common stock issued for
acquisition of business. 1,010 21,180 22,190
----------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
Balances, December 31, 1998. -- 45,780 16,820 245,860 3,240 (10,700) (47,120) 253,880
Comprehensive income:
Net income............. 92,430 92,430
Foreign currency (18,110) (18,110)
translation............
Minimum pension
liability (net of tax, 700 700
$450)..................
Total comprehensive income. 75,020
Common stock dividends... (13,470) (13,470)
Retirement of common (1,280) (18,580) (19,860)
stock
Exercise of stock options 140 1,760 (530) 1,370
Restricted stock awards,
net of amortization.... 3,440 3,440
----------- ---------- ----------- ---------- ----------- ---------- ---------- -------------
Balances, December 31, 1999. -- $ 44,640 -- $ 324,290 $ (14,870) $ (10,000) $ (43,680) $ 300,380
=========== ========== =========== ========== =========== ========== ========== =============

The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
F-6
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTING POLICIES:

Principles of Consolidation. The consolidated financial statements include
the accounts of the Company and all majority-owned subsidiaries. All significant
intercompany transactions have been eliminated. Corporations that are 20 to 50
percent owned are accounted for by the equity method of accounting; ownership
less than 20 percent is accounted for on the cost basis unless the Company
exercises significant influence over the investee. Capital transactions by
equity affiliates, which change the Company's ownership interest at amounts
differing from the Company's carrying amount, are reflected in other income or
expense and the investment in affiliates account.

The Company has a corporate services agreement with Masco Corporation,
which at December 31, 1999 owned approximately 17 percent of the Company's
Common Stock. Under the terms of the agreement, the Company pays fees to Masco
Corporation for various corporate staff support and administrative services,
research and development and facilities. Such fees aggregated approximately $6.4
million in 1999, $8.7 million in 1998 and $5.5 million in 1997.

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Company to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements. Such estimates and assumptions also affect the reported amounts of
revenues and expenses during the reporting periods. Actual results may differ
from such estimates and assumptions.

Cash and Cash Investments. The Company considers all highly liquid debt
instruments with an initial maturity of three months or less to be cash and cash
investments.

Marketable Securities and Derivative Financial Instruments. In prior years,
the Company had marketable equity securities holdings which were categorized as
trading and, as a result, were stated at fair value. Changes in the fair value
of trading securities were recognized in earnings. The Company may enter into
futures contracts which are held for purposes other than trading and are carried
at market value. Changes in market value of outstanding futures contracts are
recognized in earnings. The Company may enter into interest rate swap agreements
to limit the effect of changes in the interest rates on any floating rate debt.
For interest rate instruments that effectively hedge interest rate exposures,
the net cash amounts paid or received on the agreements are recognized as an
adjustment to interest expense.

Receivables. Receivables are presented net of allowances for doubtful
accounts of approximately $4.3 million and $3.4 million at December 31, 1999 and
1998, respectively. The Company does a significant amount of business with a
number of individual customers in the transportation industry. The Company
monitors its exposure for credit losses and maintains adequate allowances for
doubtful accounts; the Company does not believe that significant credit risk
exists.

Inventories. Inventories are stated at the lower of cost or net realizable
value, with cost determined principally by use of the first-in, first-out
method.

Property and Equipment, Net. Property and equipment additions, including
significant betterments, are recorded at cost. Upon retirement or disposal of
property and equipment, the cost and accumulated depreciation are removed from
the accounts, and any gain or loss is included in income. Repair and maintenance
costs are charged to expense as incurred.

Depreciation and Amortization. Depreciation is computed principally using
the straight-line method over the estimated useful lives of the assets. Annual
depreciation rates are as follows: buildings and land improvements, 2 1/2 to 10
percent, and machinery and equipment, 6 2/3 to 33 1/3 percent. Deferred
financing costs are amortized

F-7
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

over the lives of the related debt securities. The excess of cost over net
assets of acquired companies is amortized using the straight-line method over
the period estimated to be benefitted, not exceeding 40 years. At each balance
sheet date, management assesses whether there has been a permanent impairment of
the excess of cost over net assets of acquired companies by comparing
anticipated undiscounted future cash flows from operating activities with the
carrying amount of the excess of cost over net assets of acquired companies. The
factors considered by management in performing this assessment include current
operating results, business prospects, market trends, potential product
obsolescence, competitive activities and other economic factors. Based on this
assessment, there was no permanent impairment related to the excess of cost over
net assets of acquired companies at December 31, 1999.

At December 31, 1999 and 1998, accumulated amortization of the excess of
cost over net assets of acquired companies and patents was $68.5 million and
$56.4 million, respectively. Amortization expense was $28.4 million, $31.8
million and $9.3 million in 1999, 1998 and 1997, respectively.

New Accounting Pronouncements and Reclassifications. On June 15, 1998, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS No. 133 requires that
all derivative instruments be recorded on the balance sheet at fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. In June 1999, FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-- Deferral of the Effective Date of FASB
Statement No. 133." SFAS No. 137 defers the effective adoption date of SFAS No.
133 to January 1, 2001. The Company is currently evaluating the impact SFAS No.
133 will have on its financial statements, if any.

The American Institute of Certified Public Accountants' Statement of
Position No. 98-5, "Reporting on the Costs of Start-up Activities," became
effective on January 1, 1999 and did not have a material impact on the Company's
financial statements.

F-8
<PAGE>

MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

EARNINGS PER SHARE:

The following are reconciliations of the numerators and denominators used
in the computations of basic and diluted earnings per common share:

<TABLE>
<CAPTION>
(In Thousands Except
Per Share Amounts)
--------------------------------------------------
1999 1998 1997
-------------- -------------- ---------------
<S> <C> <C> <C>
Weighted average number of shares outstanding...... 41,110 43,630 40,300
============== ============== ===============
Net income......................................... $ 92,430 $ 97,470 $ 115,240
Less: Preferred stock dividends................... -- -- (6,240)
-------------- -------------- ---------------
Earnings used for basic earnings per share $ 92,430 $ 97,470 $ 109,000
computation..................................... ============== ============== ===============
Basic earnings per share........................... $ 2.25 $ 2.23 $ 2.70
============== ============== ===============
Total shares used for basic earnings per share 41,110 43,630 40,300
computation........................................
Dilutive securities:
Stock options................................... 530 1,060 1,250
Assumed conversion of preferred stock at -- -- 5,210
January 1, 1997.................................
Convertible debentures.......................... 9,840 10,000 10,000
Contingently issuable shares.................... 3,720 3,830 2,160
-------------- -------------- ---------------
Total shares used for diluted earnings per 55,200 58,520 58,920
share computation........................... ============== ============== ===============
Earnings used for basic earnings per share
computation........................................ $ 92,430 $ 97,470 $ 109,000
Add back of preferred stock dividends.............. -- -- 6,240
Add back of debenture interest..................... 9,310 9,530 9,530
-------------- -------------- ---------------
Earnings used for diluted earnings per share $ 101,740 $ 107,000 $ 124,770
computation..................................... ============== ============== ===============
Diluted earnings per share...................... $ 1.84 $ 1.83 $ 2.12
============== ============== ===============
</TABLE>

Diluted earnings per share reflect the potential dilution that would occur
if securities or other contracts to issue common stock were exercised or
converted into common stock.

SUPPLEMENTARY CASH FLOWS INFORMATION:

Significant transactions not affecting cash were: in 1999, the assumption
of approximately $10 million of liabilities in an acquisition; in 1998, the
issuance of $22 million of Company Common Stock in partial exchange for the
assets of an acquired company; the acquisition of TriMas for cash and the
assumption of liabilities of approximately $179 million; and in 1997, the
conversion of the Company's outstanding shares of Dividend Enhanced Convertible
Preferred Stock for approximately 10 million shares of Company Common Stock (see
"Shareholders' Equity" note); the exchange of approximately 9.9 million shares
of the outstanding common stock of Emco Limited ("Emco") with a value of
approximately $106 million, in addition to the cash payment of approximately $46
million, in payment of a promissory note due to Masco Corporation.

Income taxes paid were $54 million, $38 million and $44 million in 1999,
1998 and 1997, respectively. Interest paid was $79 million, $79 million and $39
million in 1999, 1998 and 1997, respectively.

F-9
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ACQUISITIONS:

In January 1998, the Company completed the acquisition of TriMas
Corporation ("TriMas") by purchasing all the outstanding shares of TriMas not
already owned by the Company for approximately $920 million. The Company
previously owned 37 percent of TriMas. The results for 1998 reflect TriMas'
sales and operating results from the date of acquisition. The acquisition has
been accounted for as a purchase and the excess of the aggregate purchase price
over the fair value of net assets acquired of approximately $680 million is
being amortized over 40 years.

The Company acquired a business operation and a product line extension in
1999, which will provide annual sales of approximately $85 million, for an
aggregate purchase price of approximately $93 million. These transactions have
been accounted for as purchases and the excess of the aggregate purchase price
over the fair value of net assets acquired of approximately $51 million is being
amortized over 40 years. The results for 1999 reflect sales and operating
results from the dates of acquisition.

DISPOSITIONS OF BUSINESSES:

The Company received approximately $30 million of contingent consideration
($5 million in 1997 and $25 million in 1998) based on the subsequent operating
performance of certain businesses sold in 1996. This gain, which is non-taxable,
is included in the caption "gains (charge) on disposition of businesses, net" in
the consolidated statement of income.

On January 3, 1997, the Company sold its Technical Services Group
(comprised of the Company's engineering and technical business services units)
to MSX International, Inc. Also included in this transaction were the net assets
of APX International which were acquired by the Company in November 1996 for
approximately $44 million. The sale resulted in total proceeds to the Company of
approximately $145 million, subject to certain adjustments, consisting of cash,
$30 million of subordinated debentures, $18 million of preferred stock and an
approximate 45 percent common equity interest in MSX International, Inc. valued
at $2 million. In January 1998, the Company received $48 million of cash from
MSX International, Inc. in payment of the subordinated debentures and other
amounts due MascoTech, resulting in a realized gain in the first quarter 1998 of
$7 million. The remaining deferred gain of approximately $20 million will be
recognized upon the liquidation of the common and preferred stock holdings for
cash.

In the second quarter of 1998, the Company recorded a non-cash charge
aggregating approximately $41 million pre-tax (approximately $22 million
after-tax) to reflect the write-down of certain long-lived assets principally
related to the plan to dispose of certain businesses and to accrue exit costs of
approximately $8 million. In April 1999, the Company completed the sale of these
aftermarket-related and vacuum metalizing businesses for total proceeds
aggregating approximately $105 million, including $90 million of cash which was
applied to reduce the Company's indebtedness, a note receivable of $6 million
and retained equity interests in the ongoing businesses. These transactions
resulted in a pre-tax gain of approximately $26 million ($15 million after-tax).

In 1999, management adopted a plan to sell its specialty tubing business
which resulted in a pre-tax loss of approximately $7 million and an after-tax
gain of approximately $5.5 million, due to the tax basis in the net assets of
the businesses exceeding book carrying values. This business was sold in January
2000 for proceeds of approximately $6 million consisting of cash and notes.

F-10
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In addition, the Company recorded in the second quarter 1999 a non-cash
pre-tax charge of approximately $17.5 million related to impairment of certain
long-lived assets, which included its hydroforming equipment and related
intellectual property.

In the fourth quarter 1999, the Company announced the closure of a plant
and recorded a non-cash pre-tax charge of approximately $4 million ($2 million
after-tax) related principally to employee benefit costs and asset impairments.
Accrued exit costs at January 1, 1999 were approximately $12 million, new
accruals in 1999 were approximately $2 million, payments and adjustments to
accrued estimates approximated $2 million and the accrual at December 31, 1999
was approximately $12 million.

INVENTORIES:

(In Thousands)
At December 31
-----------------------------------
1999 1998
--------------- ----------------
Finished goods......................... $ 86,240 $ 87,810
Work in process........................ 45,940 47,960
Raw material........................... 51,420 62,580
--------------- ----------------
$ 183,600 $ 198,350
=============== ================

EQUITY AND OTHER INVESTMENTS IN AFFILIATES:

Equity and other investments in affiliates consist of the following common
stock interests in publicly traded affiliates:

<TABLE>
<CAPTION>
At December 31
----------------------------------------------------
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
TriMas Corporation............................... -- -- 37%
Titan International, Inc......................... 16% 16% 15%
Delco Remy International, Inc. (voting).......... 17% 17% 18%
</TABLE>

Titan International, Inc. ("Titan") is a manufacturer of wheels, tires and
other products for agricultural, construction and off-highway equipment markets.
Delco Remy International, Inc. ("DRI") is a manufacturer of automotive
electronic motors and other components. A representative of the Company serves
on the Board of Directors of Titan and DRI. The above companies are accounted
for under the equity method.

F-11
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The carrying amount of investments in affiliates at December 31, 1999 and
1998 and quoted market values at December 31, 1999 for publicly traded
affiliates (which may differ from the amounts that could have been realized upon
disposition) are as follows:

<TABLE>
<CAPTION>
(In Thousands)
--------------------------------------------------
1999 Quoted 1999 Carrying 1998 Carrying
Market Value Amount Amount
--------------- --------------- ----------------
Common stock:
<S> <C> <C> <C>
Titan International, Inc...................... $ 21,550 $ 40,880 $ 46,900
Delco Remy International, Inc................. 24,960 15,300 10,920
-------------- --------------- ----------------
Investments in publicly traded affiliates..... $ 46,510 56,180 57,820
Other non-public affiliates................... 54,550 35,740
--------------- ----------------
Total....................................... $ 110,730 $ 93,560
=============== ================
</TABLE>

The Company's carrying value in common stock of these equity affiliates
exceeded its equity in the underlying net book value by approximately $12
million at December 31, 1999. This excess is being amortized over 40 years.

In March 1997, TriMas called for redemption its 5% Convertible Subordinated
Debentures which resulted in the issuance of approximately 4.7 million common
shares, reducing the Company's common equity ownership in TriMas to
approximately 37 percent. The Company recognized pre-tax income of approximately
$13 million as a result of the change in the Company's common equity ownership
interest in TriMas.

In September 1997, the Company exchanged its equity holdings in Emco
Limited, with a value approximating $106 million (resulting in a pre-tax gain of
approximately $46 million), and approximately $46 million in cash to satisfy an
indebtedness to Masco Corporation.

In December 1997, DRI completed an initial public offering reducing the
Company's common equity ownership interest in DRI to approximately 12 percent on
a diluted basis. As a result of the change in the Company's common equity
ownership interest in DRI, the Company recognized a pre-tax gain of
approximately $5 million.

In addition to its equity investments in publicly traded affiliates, the
Company has equity and other investment interests in privately held
automotive-related companies, including the Company's 36 percent common equity
ownership in Saturn Electronics & Engineering, Inc., a manufacturer of
electromechanical and electronic automotive components; a 45 percent common
equity ownership in MSX International, Inc., a provider of technology-based
business services and product development services; and a 16 percent common
equity ownership in Qualitor, Inc., a supplier of automotive aftermarket
products.

Equity in undistributed earnings of affiliates of $15 million at December
31, 1999, $6 million at December 31, 1998 and $68 million at December 31, 1997
are included in consolidated retained earnings.

F-12
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Approximate combined condensed financial data of the Company's equity
affiliates (including TriMas through the date of acquisition in early 1998,
Qualitor since its formation in early 1999, and Emco through the date of
disposition September 30, 1997) accounted for under the equity method are as
follows:

<TABLE>
<CAPTION>
(In Thousands)
At December 31
-------------------------------
1999 1998
------------- --------------
<S> <C> <C>
Current assets............................................... $ 1,180,990 $ 948,370
Current liabilities.......................................... (708,150) (451,200)
------------- --------------
Working capital........................................... 472,840 497,170
Property and equipment, net.................................. 632,530 473,460
Excess of cost over net assets of acquired companies and other assets 499,040 349,060
Long-term debt............................................... (1,087,650) (846,330)
Deferred income taxes and other long-term liabilities........ (70,250) (52,030)
------------- --------------
Shareholders' equity...................................... $ 446,510 $ 421,330
============= ==============

(In Thousands)
For The Years Ended December 31
------------------------------------------
1999 1998 1997
------------ ------------- -------------

Net sales............................................. 3,304,610 2,764,860 3,484,540
============ ============= =============
Operating profit...................................... 177,220 125,730 264,590
============ ============= =============
Earnings attributable to common stock................. 41,070 32,480 108,230
============ ============= =============
Equity and other income from affiliates consists of the following:

(In Thousands)
For The Years Ended December 31
----------------------------------------------
1999 1998 1997
------------- ------------- ---------------
The Company's equity in affiliates' earnings available for
common shareholders................................... $ 10,300 $ 7,340 $ 31,330
Interest and dividend income.......................... 2,930 2,810 12,030
------------- ------------- ---------------
Equity and other income from affiliates............... $ 13,230 $ 10,150 $ 43,360
============ ============= ===============
PROPERTY AND EQUIPMENT, NET:

(In Thousands)
At December 31
---------------------------------
1999 1998
-------------- ---------------
Cost:
Land and land improvements................................ $ 30,650 $ 33,160
Buildings................................................. 184,170 179,870
Machinery and equipment................................... 830,400 777,710
-------------- ---------------
1,045,220 990,740
Less: Accumulated depreciation.............................. 322,540 312,610
-------------- ---------------
$ 722,680 $ 678,130
============== ===============

</TABLE>
F-13
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Depreciation expense totalled $55 million, $52 million and $34 million
in 1999, 1998 and 1997, respectively.

ACCRUED LIABILITIES:

(In Thousands)
At December 31
-----------------------------
1999 1998
------------ -------------

Salaries, wages and commissions............... $ 8,800 $ 16,550
Vacation, holiday and bonus................... 18,550 19,420
Income taxes.................................. 3,940 8,790
Interest...................................... 5,250 4,300
Insurance..................................... 24,130 22,470
Property, payroll and other taxes............. 5,380 5,490
Pension....................................... 20,850 13,600
Other......................................... 27,010 44,610
------------ -------------
$ 113,910 $ 135,230
============ =============
LONG-TERM DEBT:

<TABLE>
<CAPTION>
(In Thousands)
At December 31
----------------------------
1999 1998
------------ ------------
<S> <C> <C>
4 1/2% Convertible Subordinated Debentures,
due 2003 and convertible into
Company Common Stock at $31 per share........................ $ 305,000 $ 310,000
Bank revolving credit agreement.............................. 606,000 500,000
Bank term loan............................................... 383,000 475,000
Other........................................................ 85,660 108,060
------------ ------------
1,379,660 1,393,060
Less: Current portion of long-term debt..................... 6,770 4,820
------------ ------------
Long-term debt............................................... $ 1,372,890 $ 1,388,240
============ ============
</TABLE>

In connection with the TriMas acquisition in early 1998 (see "Acquisitions"
note), the Company entered into a new $1.3 billion credit facility. This
facility includes a $500 million term loan with remaining principal payments as
follows: 2000 -- $60 million; 2001 -- $75 million; 2002 -- $138 million; and
2003 -- $110 million. The credit facility also includes an $800 million revolver
which terminates in 2003. The Company has recorded the $60 million principal
payment due in 2000 as long-term because the Company has the ability and intent
to refinance amounts due in 2000 on a long-term basis utilizing the revolver.

Other debt at December 31, 1999 principally consists of borrowings
denominated in foreign currencies under the revolving credit agreement by the
Company's subsidiaries. At December 31, 1999, there was approximately $120
million unused under the revolving credit agreement.

F-14
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The interest rates applicable to the revolver and term loan are principally
at alternative floating rates which approximated seven percent at December 31,
1999. Interest rate swaps covering a notional amount of $400 million of the
Company's floating rate debt were entered into in 1998 at an aggregate interest
rate of approximately seven percent including the current borrowing spread under
the Company's revolving credit agreement. These swap agreements expire at
various dates in 2000 through 2007.

The credit facility requires the maintenance of a specified level of
shareholders' equity plus subordinated debt, with limitations on the ratios of
total debt to cash flow (as defined) and cash flow less capital expenditures (as
defined) to interest plus taxes and scheduled debt payments. In addition, there
are limitations on dividends, share repurchases and subordinated debt
repurchases. Under the most restrictive of these provisions, approximately $26
million would have been available at December 31, 1999 for the payment of cash
dividends and the acquisition of Company capital stock. The facility is
collateralized by a pledge of the stock of TriMas.

Masco Corporation has agreed to purchase from the Company, at the Company's
option, up to $200 million of subordinated debentures through 2002.

The maturities of debt as at December 31, 1999 during the next five years
are as follows (in millions): 2000 -- $67; 2001 -- $84; 2002 -- $141; 2003 --
$1,033; and 2004 -- $2.

SHAREHOLDERS' EQUITY:

On June 27, 1997, the Company completed the conversion of all remaining
issued and outstanding shares of its Dividend Enhanced Convertible Preferred
Stock (DECS). Holders of DECS received in exchange for each share of DECS .955
of a share of the Company's Common Stock, par value $1.00 per share, resulting
in the issuance of approximately 10 million shares of Company Common Stock.

The Company repurchased and retired approximately 1.3 million shares of its
common stock in 1999, 3.6 million shares of its common stock in 1998 and
approximately .3 million shares of its common stock and approximately .5 million
shares of its preferred stock in 1997, pursuant to Board of Directors'
authorized repurchase programs. At December 31, 1999, the Company may repurchase
approximately 3.3 million additional shares of Company Common Stock pursuant to
the repurchase authorization.

In 1996, the Company purchased from Masco Corporation 17 million shares of
MascoTech common stock and warrants to purchase 10 million shares of MascoTech
common stock for cash and notes approximating $266 million. In addition, Masco
Corporation has agreed to purchase from the Company, at the Company's option, up
to $200 million of subordinated debentures through 2002.

MascoTech has the right of first refusal to purchase the approximate 7.8
million shares of MascoTech common stock that Masco Corporation continues to
hold, should Masco Corporation decide to dispose of such shares.

On the basis of amounts paid (declared), cash dividends per common share
were $.30 ($.30) in 1999, $.26 ($.20) in 1998 and $.22 ($.28) in 1997.

STOCK OPTIONS AND AWARDS:

The Company's Long Term Stock Incentive Plan (the "Plan") provides for the
issuance of stock-based incentives in various forms. At December 31, 1999,
outstanding stock-based incentives are in the form of restricted long-term stock
awards and stock options.

F-15
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pursuant to the Plan, the Company granted long-term stock awards, net, for
622,000, 908,000 and 565,000 shares of Company Common Stock during 1999, 1998
and 1997, respectively, to key employees of the Company. The weighted average
fair value per share of long-term stock awards granted during 1999, 1998 and
1997 on the date of grant was $14, $19 and $19, respectively. Compensation
expense for the vesting of long-term stock awards was approximately $4.7
million, $5.2 million and $4.7 million in 1999, 1998 and 1997, respectively. The
unamortized value of unvested stock awards, aggregating approximately $44
million at December 31, 1999, are generally amortized over ten-year vesting
periods and are recorded in the financial statements as a deduction from
shareholders' equity.

Fixed stock options are granted to key employees of the Company and have a
maximum term of ten years. The exercise price of each fixed option equals the
market price of Company Common Stock on the date of grant. These options either
vest no later than ten years after grant or in installments beginning in the
third year and extending through the eighth year after grant.

A summary of the status of the Company's stock options granted under the
Plan or prior plans for the three years ended December 31, 1999 is presented
below.

<TABLE>
<CAPTION>
(Shares In Thousands)
-----------------------------------
1999 1998 1997
--------- ---------- ----------
<S> <C> <C> <C>
Option shares outstanding, January 1.................. 3,950 3,770 4,290
Weighted average exercise price.................... $ 14 $ 10 $ 10
Option shares granted................................. 180 1,480 80
Weighted average exercise price.................... $ 14 $ 19 $ 20
Option shares exercised............................... (140) (1,160) (500)
Weighted average exercise price.................... $ 5 $ 10 $ 8
Option shares canceled................................ (110) (140) (100)
Weighted average exercise price.................... $ 18 $ 15 $ 16
Option shares outstanding, December 31................ 3,880 3,950 3,770
Weighted average exercise price.................... $ 14 $ 14 $ 10
Weighted average remaining option term (in years).. 5.9 6.6 4.7
Option shares exercisable, December 31................ 1,200 750 1,430
Weighted average exercise price.................... $ 9 $ 9 $ 9
</TABLE>

The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
(Shares In Thousands)

Number Weighted Av- Weighted Av- Number Weighted Av-
Range of Outstanding erage erage Exercisable erage
Exercise Prices At 12/31/99 Remaining Life Exercise Price At 12/31/99 Exercise Price
-------------------- -------------- -------------- --------------- ------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
$4.50-- $14 1,060 1.6 $ 5.46 790 $ 5.06
$14-- $18 1,380 7.0 $ 14.51 360 $ 14.58
$18-- $25 1,440 7.9 $ 19.20 50 $ 22.16
------- -------
Total Outstanding 3,880 Total Exercisable 1,200
======= =======
</TABLE>

F-16
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 1999, 1998 and 1997, a combined total of 3,450,000,
3,820,000 and 5,223,000 shares, respectively, of Company Common Stock were
available for the granting of options and incentive awards under the above
plans.

The Company has elected to continue to apply the provisions of Accounting
Principles Board Opinion No. 25 and, accordingly, no stock option compensation
expense is included in the determination of net income in the statement of
income. The weighted average fair value on the date of grant of options granted
was $3.60, $6.30 and $7.70 in 1999, 1998 and 1997, respectively. Had stock
option compensation expense been determined pursuant to the methodology of SFAS
No. 123, "Accounting for Stock-Based Compensation," the pro forma effects on the
Company's earnings per share would have been a reduction of approximately $.04,
$.04 and $.02 in 1999, 1998 and 1997, respectively.

The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions:

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Risk-free interest rate............. 5.1% 5.5% 6.5%
Dividend yield...................... 1.9% 1.3% 1.4%
Volatility factor................... 26.2% 28.8% 35.0%
Expected option life (in years)..... 5.5 5.5 5.5
</TABLE>

EMPLOYEE BENEFIT PLANS:

Pension and Profit-Sharing Benefits. The Company sponsors defined-benefit
pension plans for most of its employees. In addition, substantially all salaried
employees participate in noncontributory profit-sharing plans, to which payments
are approved annually by the Board of Directors. Aggregate charges to income
under these plans were $21 million in 1999, $15 million in 1998 and $9 million
in 1997.

Net periodic pension cost for the Company's defined-benefit pension plans
includes the following components for the three years ended December 31, 1999:

<TABLE>
<CAPTION>
(In Thousands)
--------------------------------------------
1999 1998 1997
------------- ------------- ------------
<S> <C> <C> <C>
Service cost.......................................... $ 7,590 $ 6,470 $ 3,480
Interest cost......................................... 12,640 11,380 6,650
Expected return on assets............................. (9,670) (11,430) (6,600)
Amortization of transition obligation (asset)......... 130 (170) (120)
Amortization of prior-service cost.................... 650 750 690
Amortization of net loss.............................. 1,440 670 410
------------- ------------- ------------
Net periodic pension cost............................. $ 12,780 $ 7,670 $ 4,510
============= ============= ============
</TABLE>

F-17
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Major assumptions used in accounting for the Company's defined-benefit
pension plans are as follows:

<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Discount rate for obligations......................... 7.75% 6.75% 7.25%
Rate of increase in compensation levels............... 5.00% 5.00% 5.00%
Expected long-term rate of return on plan assets...... 9.00% 11.00% 11.00%
</TABLE>

The following provides a reconciliation of the changes in the
defined-benefit pension plans' projected benefit obligations and fair value of
assets for each of the two years ended December 31, 1999, and the funded status
as of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
(In Thousands)
----------------------------
1999 1998
------------- -------------
<S> <C> <C>
Changes in projected benefit obligations
Benefit obligations at January 1............................. $ (184,030) $ (99,150)
Acquisitions.............................................. -- (63,720)
Service cost.............................................. (7,130) (5,900)
Interest cost............................................. (12,640) (11,380)
Plan amendments........................................... (1,460) (650)
Actuarial gain (loss)..................................... 22,830 (9,580)
Benefit payments.......................................... 8,660 6,350
------------- -------------
Projected benefit obligations at December 31................. $ (173,770) $ (184,030)
------------- -------------
Changes in plan assets
Fair value of plan assets at January 1....................... $ 110,760 $ 63,020
Actual return on plan assets.............................. (12,110) 1,890
Acquisitions.............................................. -- 46,420
Contributions............................................. 11,520 6,430
Benefit payments.......................................... (8,480) (6,350)
Expenses/Other............................................ (430) (650)
Fair value of plan assets at December 31..................... $ 101,260 $ 110,760
============= =============
Funded status
Plan assets less than projected benefits at December 31...... $ (72,510) $ (73,270)
Unamortized transition obligation (asset)................. 270 (1,100)
Unamortized prior-service cost............................ 7,500 7,640
Unamortized net loss...................................... 29,340 36,600
------------- -------------
Net liability recognized at December 31...................... $ (35,400) $ (30,130)
============= =============
</TABLE>

F-18
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following provides the amounts related to the plans at December 31,
1999 and 1998:

<TABLE>
<CAPTION>
(In Thousands)
----------------------------
1999 1998
------------- -------------
<S> <C> <C>
Accrued benefit liability.................................... $ (56,650) $ (51,370)
Intangible asset............................................. 11,250 10,540
Accumulated other comprehensive income....................... 10,000 10,700
------------- ------------
Net liability recognized..................................... $ (35,400) $ (30,130)
============= ============
</TABLE>

Postretirement Benefits. The Company provides postretirement medical and
life insurance benefits, none of which are funded, for certain of its active and
retired employees. Net periodic postretirement benefit cost includes the
following components for the years ended December 31, 1999, 1998 and 1997:

<TABLE>
<CAPTION>
(In Thousands)
------------------------------------------
1999 1998 1997
---------- ------------- -------------
<S> <C> <C> <C>
Service cost......................................... $ 400 $ 300 $ 300
Interest cost........................................ 1,200 1,200 1,400
Net amortization..................................... 500 (100) 700
---------- ------------- -------------
Net periodic postretirement benefit cost............. $ 2,100 $ 1,400 $ 2,400
========== ============= =============
</TABLE>

The following provides a reconciliation of the changes in the
postretirement benefit plans' benefit obligations for each of the two years
ended December 31, 1999 and the status as of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
(In Thousands)
------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Changes in benefit obligations
Benefit obligations at January 1............................. $ (18,900) $ (12,400)
Acquisitions.............................................. -- (4,400)
Service cost.............................................. (400) (300)
Interest cost............................................. (1,200) (1,200)
Employee contributions.................................... (100) (100)
Actuarial gain (loss)..................................... 1,000 (1,900)
Benefit payments.......................................... 1,300 1,200
Curtailment............................................... 100 200
-------------- --------------
Benefit obligations at December 31........................... $ (18,200) $ (18,900)
============== ==============
Status
Benefit obligations at December 31........................... $ (18,200) $ (18,900)
Unamortized transition obligation......................... 8,400 9,300
Unrecognized prior-service cost........................... 400 500
Unrecognized net gain..................................... (6,700) (6,200)
-------------- --------------
Net liability at December 31.............................. $ (16,100) $ (15,300)
============== ==============
</TABLE>

F-19
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The discount rate used in determining the accumulated postretirement
benefit obligation increased from 6.75 percent in 1998 to 7.75 percent in 1999.
The assumed health care cost trend rate in 1999 was eight percent, decreasing to
an ultimate rate in the year 2007 of five percent. If the assumed medical cost
trend rates were increased by one percent, the accumulated postretirement
benefit obligations would increase by $1.3 million and the aggregate of the
service and interest cost components of net periodic postretirement benefit
obligations cost would increase by $.1 million. If the assumed medical cost
trend rates were decreased by one percent, the accumulated postretirement
benefit obligations would decrease by $1.1 million and the aggregate of the
service and interest cost components of net periodic postretirement benefit cost
would decrease by $.1 million.

SEGMENT INFORMATION:

The Company has defined a segment as a component, with business activity
resulting in revenue and expense, that has separate financial information
evaluated regularly by the Company's chief operating decision maker in
determining resource allocation and assessing performance. The Company has five
operating segments involving the manufacture and sale of the following:

Specialty Metal Formed Products -- Precision products, principally engine
and drivetrain components and subassemblies, generally produced using
advanced metalworking technologies with significant proprietary content for
the transportation industry.

Towing Systems -- Vehicle hitches, jacks, winches, couplers and related
towing accessories.

Specialty Fasteners -- Cold formed fasteners and related metallurgical
processing.

Specialty Packaging and Sealing Products -- Industrial container closures,
pressurized gas cylinders and metallic and nonmetallic gaskets.

Specialty Industrial Products -- Specialty drills, cutters and specialized
metal finishing services, and flame-retardant facings and jacketings and
pressure-sensitive tapes.

The Company purchased TriMas in January 1998 and the segment data for 1998
reflects TriMas as though the transaction had occurred on January 1, 1998,
consistent with the Company's internal management reporting.

Included in the Specialty Metal Formed Products segment are sales to one
customer of $197 million, $184 million and $156 million in 1999, 1998 and 1997,
respectively; sales to another customer, attributed mainly to the Specialty
Metal Formed Products segment, of $140 million in 1997; sales to a third
customer, attributed mainly to the Specialty Metal Formed Products segment, of
$79 million in 1997; and sales to a fourth customer, attributed mainly to the
Specialty Metal Formed Products segment, of $62 million in 1997. Specialty Metal
Formed Products' operating profit for 1997 was reduced by $17 million of
nonrecurring charges.

The Company's export sales approximated $143 million, $142 million and $71
million in 1999, 1998 and 1997, respectively.

Intersegment transactions represent principally transactions occurring in
the ordinary course of business.

F-20
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

<TABLE>
<CAPTION>
(In Thousands)
-------------------------------------------------------------------------------------
Specialty
Specialty Packaging Companies
Metal and Specialty Sold or
Formed Towing Specialty Sealing Industrial Held For
1999 Products Systems Fasteners Products Products Sale Total
---- ---------- ---------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue from external $ 817,000 $ 260,000 $ 241,000 $ 216,000 $ 107,000 $ 39,000 $ 1,680,000
customers................
Intersegment revenue........ 9,000 8,000 4,000 -- 1,000 1,000 23,000
Depreciation and 35,000 10,000 12,000 13,000 5,000 2,000 77,000
amortization.............
Segment operating profit.... 112,000 37,000 35,000 41,000 14,000 4,000 243,000
Segment net assets.......... 602,000 289,000 329,000 422,000 140,000 -- 1,782,000
Capital expenditures........ 87,000 9,000 12,000 19,000 7,000 -- 134,000

1998
----
Revenue from external $ 760,000 $ 238,000 $ 226,000 $ 223,000 $ 110,000 $ 115,000 $ 1,672,000
customers................
Intersegment revenue........ 5,000 6,000 3,000 -- 1,000 3,000 18,000
Depreciation and 34,000 9,000 10,000 11,000 5,000 6,000 75,000
amortization.............
Segment operating profit.... 106,000 34,000 38,000 46,000 16,000 12,000 252,000
Segment net assets.......... 494,000 281,000 328,000 423,000 140,000 102,000 1,768,000
Capital expenditures........ 63,000 8,000 14,000 16,000 4,000 3,000 108,000

1997
----
Revenue from external $ 711,000 -- $ 44,000 -- $ 37,000 $ 130,000 $ 922,000
customers................
Intersegment revenue........ 9,000 -- 1,000 -- -- 2,000 12,000
Depreciation and 29,000 -- 1,000 -- 2,000 6,000 38,000
amortization.............
Segment operating profit.... 88,000 -- 8,000 -- 7,000 16,000 119,000
Segment net assets.......... 444,000 -- 17,000 -- 18,000 109,000 588,000
Capital expenditures........ 46,000 -- 1,000 -- 2,000 5,000 54,000
</TABLE>

The following table presents the Company's revenues for each of the years
ended December 31 and net assets at each year ended December 31 by geographic
area, attributed to each subsidiary's continent of domicile. Revenue and net
assets from no single foreign country was material to the consolidated revenues
and net assets of the Company.

<TABLE>
<CAPTION>
(In Thousands)
-----------------------------------------------------------------------------------
1999 1998 1997
-------------------------- -------------------------- ---------------------------
Sales Net Assets Sales Net Assets Sales Net Assets
---------- ------------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Europe................... $165,000 $182,000 $149,000 $171,000 $100,000 $111,000
Australia................ 23,000 14,000 18,000 10,000 -- --
Other North America...... 12,000 18,000 16,000 12,000 -- --
---------- ------------- ------------ ------------ ------------ -------------
Total foreign........ $200,000 $214,000 $183,000 $193,000 $100,000 $111,000
========== ============= ============ ============ ============ =============
</TABLE>

F-21
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following is a reconciliation of reportable segment revenue from
external customers, segment operating profit and segment net assets to the
Company's consolidated totals:

<TABLE>
<CAPTION>
(In Thousands)
-------------------------------------------------
1999 1998 1997
------------- -------------- ----------------
<S> <C> <C> <C>
Revenue from External Customers $ 1,680,000 $ 1,672,000 $ 922,000
Revenue from external customers for reportable
segments............................................
TriMas sales prior to acquisition................... -- (36,000) --
------------- -------------- ----------------
Total net sales............................ $ 1,680,000 $ 1,636,000 $ 922,000
============= ============== ================

(In Thousands)
1999 1998 1997
------------- -------------- ----------------
Operating Profit
Total operating profit for reportable segments..... $ 243,000 $ 252,000 $ 119,000
General corporate expense.......................... (24,000) (24,000) (22,000)
Gain (loss) on disposition of businesses........... 14,000 (41,000) --
Charge for asset impairment........................ (18,000) -- --
MSTI earnout....................................... -- 25,000 5,000
TriMas operating profit prior to acquisition....... -- (5,000) --
------------- -------------- ----------------
Total operating profit.................... $ 215,000 $ 207,000 $ 102,000
============= ============== ================

(In Thousands)
-------------------------------------------------
1999 1998 1997
------------- -------------- ----------------
Net Assets at December 31
Total net operating assets for reportable segments. $ 1,782,000 $ 1,768,000 $ 588,000
Corporate net assets............................... 91,000 72,000 372,000
------------- -------------- ----------------
Total net assets.......................... $ 1,873,000 $ 1,840,000 $ 960,000
============= ============== ================
</TABLE>

The information that the chief operating decision maker utilizes includes
total net assets as presented in the table above. Total net assets is defined by
the Company as total assets less current liabilities. Included in corporate net
assets for 1999 were capital expenditures of $2 million.

Other Significant Items

<TABLE>
<CAPTION>
(In Thousands)
-------------------------------------------------
1999 1998 1997
------------- -------------- ----------------
Depreciation and Amortization
<S> <C> <C> <C>
Segment totals..................................... $ 77,000 $ 75,000 $ 38,000
Adjustments........................................ 6,000 9,000 5,000
------------- -------------- ----------------
Consolidated totals................................ $ 83,000 $ 84,000 $ 43,000
============= ============== ================
</TABLE>

F-22
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The above adjustments to depreciation and amortization are principally the
result of compensation expense related to stock award amortization and prepaid
debenture expense amortization.

OTHER INCOME (EXPENSE), NET:

<TABLE>
<CAPTION>
(In Thousands)
-----------------------------------------------
1999 1998 1997
Other, net: ------------- --------------- ------------
<S> <C> <C> <C>
Net realized and unrealized gains from
marketable securities........................... $ -- $ 3,330 $ 13,130
Interest income.................................... 2,170 4,180 3,440
Other, net......................................... (7,390) (5,450) 830
------------- --------------- ------------
$ (5,220) $ 2,060 $ 17,400
============= =============== ============
INCOME TAXES:

(In Thousands)
-----------------------------------------------
1999 1998 1997
Income before income taxes: ------------- --------------- ------------
Domestic........................................ $ 123,610 $ 115,630 $ 173,410
Foreign......................................... 15,860 28,890 16,880
------------- --------------- ------------
$ 139,470 $ 144,520 $ 190,290
============= =============== ============
Provision for income taxes:
Currently payable:
Federal....................................... $ 26,810 $ 28,210 $ 40,290
State and local............................... 5,450 3,950 6,810
Foreign....................................... 5,220 15,000 10,430
Deferred:
Federal....................................... 7,390 590 18,840
Foreign....................................... 2,170 (700) (1,320)
------------- --------------- ------------
Income taxes.................................. $ 47,040 $ 47,050 $ 75,050
============= =============== ============

The components of deferred taxes at December 31, 1999 and 1998 are as follows:

(In Thousands)
------------------------------
1999 1998
------------- -------------
Deferred tax assets:
Inventories............................................. $ 2,920 $ 2,990
Accrued liabilities and other long-term Liabilities..... 47,880 51,910
Expected capital loss benefit from disposition of 8,900 7,910
Businesses.............................................. ------------- -------------
59,700 62,810
------------- -------------
Deferred tax liabilities:
Property and equipment.................................. 111,680 101,640
Other, principally equity investments in affiliates..... 26,710 26,170
------------- -------------
138,390 127,810
------------- -------------
Net deferred tax liability................................. $ 78,690 $ 65,000
============= =============
</TABLE>

F-23
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following is a reconciliation of tax computed at the U.S. federal
statutory rate to the provision for income taxes allocated to income before
income taxes:

<TABLE>
<CAPTION>
(In Thousands)
--------------------------------------------------
1999 1998 1997
-------------- --------------- ---------------
<S> <C> <C> <C>
U.S. federal statutory rate........................ 35% 35% 35%
-------------- --------------- ---------------
Tax at U.S. federal statutory rate................. $ 48,810 $ 50,580 $ 66,600
State and local taxes, net of federal tax benefit.. 3,540 2,570 4,430
Higher effective foreign tax rate.................. 1,840 4,210 3,200
Non-taxable additional consideration from
previously sold business........................ -- (8,190) (1,710)
Disposition of businesses.......................... (7,870) (2,400) --
Amortization in excess of tax, net................. 2,950 1,390 (760)
Other, net......................................... (2,230) (1,110) 3,290
-------------- --------------- ---------------
Income taxes.................................... $ 47,040 $ 47,050 $ 75,050
============== =============== ===============
</TABLE>

A provision has not been made at December 31, 1999 for U.S. or additional
foreign withholding taxes on approximately $93 million of undistributed earnings
of foreign subsidiaries as those earnings are intended to be permanently
reinvested. Generally, such earnings become subject to U.S. tax upon the
remittance of dividends and under certain other circumstances. It is not
practicable to estimate the amount of deferred tax liability on such
undistributed earnings.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

In accordance with Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments," the following methods
were used to estimate the fair value of each class of financial instruments:

Cash and Cash Investments

The carrying amount reported in the balance sheet for cash and cash
investments approximates fair value.

Marketable Securities, Notes Receivable and Other Assets

Fair values of financial instruments included in marketable securities,
notes receivable and other assets were estimated using various methods including
quoted market prices and discounted future cash flows based on the incremental
borrowing rates for similar types of investments. In addition, for variable-rate
notes receivable that fluctuate with the prime rate, the carrying amounts
approximate fair value.

Long-Term Debt

The carrying amount of bank debt and certain other long-term debt
instruments approximate fair value as the floating rates inherent in this debt
reflect changes in overall market interest rates. The fair values of the
Company's subordinated debt instruments are based on quoted market prices. The
fair values of certain other debt instruments are estimated by discounting
future cash flows based on the Company's incremental borrowing rate for similar
types of debt instruments.

F-24
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Derivatives

The Company has limited involvement with derivative financial instruments,
and does not use derivatives for trading purposes. The derivatives, principally
consisting of futures contracts and interest rate swap agreements, are intended
to reduce the market risk associated with the Company's marketable equity
securities portfolio and floating rate debt.

The Company's investment in futures contracts increases in value as a
result of decreases in the underlying index and decreases in value when the
underlying index increases. The contracts are financial instruments (with
off-balance sheet market risk), as they are required to be settled in cash. The
Company's market risk is subject to the price differential between the contract
market value and contract cost. The average monthly notional amount of futures
contracts in 1997 was approximately $17 million. Futures contracts trade on
organized exchanges, and as a result, settlement of such contracts has little
credit risk. Initial margin requirements are met in cash or other instruments,
and changes in the contract values are settled periodically. Initial margin
requirements are recorded as cash investments in the balance sheet. Futures
contracts are short-term in nature, usually less than six months. There were no
contracts outstanding at December 31, 1999 or 1998.

Interest rate swap agreements covering a notional amount of $400 million of
the Company's floating rate debt were entered into in 1998 at an aggregate
interest rate of approximately seven percent including the current borrowing
spread under the Company's revolving credit agreement. The fair value of the
swap agreements was not recognized in the consolidated financial statements
since they are accounted for as hedges of the floating rate exposure. These swap
agreements expire at various dates in 2000 to 2007.

The estimated fair value of the interest rate swap agreements, based on
current market rates, approximated a net receivable of $13 million at December
31, 1999. Exposure to credit loss occurs when the fair value of the agreements
is a net receivable. The interest rate swaps are with major banks of high credit
quality; therefore, the risk of non-performance by the counterparties is
considered to be negligible.

The carrying amounts and fair values of the Company's financial instruments
at December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
(In Thousands)
1999 1998
----------------------------- ------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------ ------------- -------------- -------------
<S> <C> <C> <C> <C>
Cash and cash investments.................... $ 4,490 $ 4,490 $ 29,390 $ 29,390
Notes receivable and other assets............ $ 4,180 $ 4,560 $ 5,290 $ 4,480
Long-term debt:
Bank debt................................. $ 1,039,890 $ 1,039,890 $ 1,051,260 $ 1,051,260
41/2% Convertible Subordinated
Debentures.............................. $ 305,000 $ 225,700 $ 310,000 $ 251,100
Other long-term debt......................... $ 28,000 $ 27,850 $ 26,980 $ 25,580
</TABLE>

F-25
<PAGE>
MASCOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

INTERIM AND OTHER SUPPLEMENTAL FINANCIAL DATA (UNAUDITED):

<TABLE>
<CAPTION>
(In Thousands Except Per Share Amounts)
For The Quarters Ended
-------------------------------------------------------------------------
December September June March
31st 30th 30th 31st
1999: ---------- ------------ ------------ -------------
----
<S> <C> <C> <C> <C>
Net sales................... $395,220 $399,300 $436,510 $448,660
Gross profit................ $103,980 $99,340 $113,690 $116,020
Net income.................. $ 22,260 $ 20,200 $ 26,110 $ 23,860
Per common share:
Basic................ $ .54 $ .49 $ .64 $ .58
Diluted.............. $ .45 $ .41 $ .51 $ .47
Market price per common share:
High........................ $ 17 1/16 $ 17 11/16 $ 17 3/4 $ 17
Low......................... $ 10 5/8 $ 15 9/16 $ 15 1/8 $ 14
1998:
Net sales................... $401,760 $399,500 $433,480 $400,760
Gross profit................ $104,960 $100,150 $117,070 $104,390
Net income.................. $ 18,120 $ 16,790 $ 29,820 $ 32,740
Per common share:
Basic................ $ .43 $ .38 $ .68 $ .74
Diluted.............. $ .36 $ .33 $ .54 $ .60
Market price per common share:
High..................... $ 18 3/4 $ 24 1/8 $ 26 7/16 $ 23 1/4
Low...................... $ 15 1/4 $ 16 1/4 $ 22 5/16 $ 17 11/16
</TABLE>

In the first quarter and second quarter of 1999, the Company recognized
non-cash charges aggregating approximately $6 million pre-tax to reflect the
other than temporary decline in value of equity affiliates of the Company.

In 1999, the Company completed the sale of its aftermarket-related and
vacuum metalizing businesses. These transactions resulted in a pre-tax gain of
approximately $26 million, of which approximately $10 million was recognized in
the first quarter 1999 and approximately $16 million in the second quarter 1999.

In the second quarter 1999, the Company recorded a non-cash pre-tax charge
of approximately $17.5 million related to impairment of certain long-lived
assets, which included its hydroforming equipment and related intellectual
property.

In the fourth quarter 1999, the Company recognized pre-tax charges
aggregating approximately $12 million, principally related to the closure of a
plant and the sale of a business.

Results for first quarter 1998 benefitted from pre-tax gains aggregating
approximately $12 million which resulted from partial recognition of a deferred
gain related to the 1997 divestiture of a business and gains from the Company's
marketable securities portfolio.

Second quarter results for 1998 were impacted by a charge (approximately
$41 million pre-tax) principally related to the disposition of certain
businesses. This charge more than offset the gain related to additional
consideration received by the Company in the second quarter of 1998 resulting
from the disposition of MascoTech Stamping Technologies, Inc. in 1996.

F-26
<PAGE>

<TABLE>
<CAPTION>
MASCOTECH, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
September 30, 2000 and December 31, 1999
(Dollars in Thousands)

September 30, December 31,
ASSETS 2000 1999
------------- --------------
Current assets:
<S> <C> <C>
Cash and cash investments.......................................... $ 14,100 $ 4,490
Receivables........................................................ 195,070 218,960
Inventories........................................................ 177,010 183,600
Deferred and refundable income taxes............................... 24,490 46,750
Prepaid expenses and other assets.................................. 16,490 16,320
---------- ----------
Total current assets......................................... 427,160 470,120

Equity and other investments in affiliates............................. 115,530 110,730
Property and equipment, net............................................ 741,860 722,680
Excess of cost over net assets of acquired
Companies 755,560 759,330
Notes receivable and other assets...................................... 39,290 38,410
---------- ----------
Total assets................................................. $2,079,400 $2,101,270
========== ==========

LIABILITIES
Current liabilities:
Accounts payable................................................... $ 138,990 $ 114,490
Accrued liabilities................................................ 116,970 113,910
---------- ----------
Total current liabilities.................................... 255,960 228,400

Convertible subordinated debentures.................................... 305,000 305,000
Long-term debt......................................................... 949,900 1,067,890
Deferred income taxes and other long-term Liabilities.................. 226,790 199,600
---------- ----------
Total liabilities............................................ 1,737,650 1,800,890
---------- ----------

SHAREHOLDERS' EQUITY
Preferred stock, $1 par:
Authorized: 25 million;
Outstanding: None................................................. --- ---
Common stock, $1 par:
Authorized: 250 million;
Outstanding: 44.7 million and 44.6 million........................ 44,730 44,640
Paid-in capital........................................................ 10 ---
Retained earnings...................................................... 383,450 324,290
Accumulated other comprehensive loss................................... (42,710) (24,870)
Less: Restricted stock awards......................................... (43,730) (43,680)
---------- ----------
Total shareholders' equity................................... 341,750 300,380
---------- ----------
Total liabilities and shareholders' equity................... $2,079,400 $2,101,270
========== ==========

The accompanying notes are an integral part of the consolidated condensed financial statements.
</TABLE>

F-27
<PAGE>

<TABLE>
<CAPTION>
MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
For The Three and Nine Months Ended September 30, 2000 and 1999
(Dollars In Thousands Except Per Share Amounts)

Three Months Ended Nine Months Ended
September 30 September 30
------------------------------- -------------------------------
2000 1999 2000 1999
----------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Net sales................................... $ 393,770 $ 399,300 $1,295,480 $1,284,470
Cost of sales............................... (298,360) (299,960) (966,590) (955,420)
Selling, general and administrative expenses (49,970) (51,030) (163,130) (163,430)
Gain (charge) for disposition of businesses, net 2,800 --- 2,800 26,550
Charge for asset impairment................. --- --- --- (17,510)
--------- --------- ---------- ----------

Operating profit..................... 48,240 48,310 168,560 174,660
--------- --------- ---------- ----------

Other income (expense), net:
Interest expense........................ (20,720) (20,010) (64,500) (61,280)
Equity and interest income from affiliates, (520) 5,000 9,170 10,530
net
Loss from change in investment of an
equity affiliate..................... --- --- --- (3,150)
Other, net.............................. 2,420 (280) 2,120 (2,320)
--------- --------- ---------- ----------
(18,820) (15,290) (53,210) (56,220)
--------- --------- ---------- ----------

Income before income taxes.................. 29,420 33,020 115,350 118,440
Income taxes................................ 11,560 12,820 45,490 48,270
--------- --------- ---------- ----------

Net income.................................. $ 17,860 $ 20,200 $ 69,860 $ 70,170
========= ========= ========== ==========

Basic earnings per share.................... $ .44 $ .49 $ 1.71 $ 1.71
========== ========== ========== ==========
Diluted earnings per share.................. $ .37 $ .41 $ 1.39 $ 1.39
========== ========== ========== ==========

Cash dividends declared per share........... $ .08 $ .08 $ .24 $ .22
========== ========== ========== ==========

Cash dividends paid per share............... $ .08 $ .08 $ .24 $ .22
========== ========== ========== ==========

The accompanying notes are an integral part of the consolidated condensed financial statements.
</TABLE>

F-28
<PAGE>

<TABLE>
<CAPTION>
MASCOTECH, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
For The Nine Months Ended September 30, 2000 and 1999
(Dollars In Thousands)

Nine Months Ended
September 30
-------------------------------
2000 1999
------------ -------------
CASH FROM (USED FOR):
OPERATIONS:
<S> <C> <C>
Net cash from earnings............................................. $ 147,150 $ 138,030
Decrease in inventories............................................ 9,570 11,100
(Increase) in receivables.......................................... (23,670) (21,350)
Proceeds from accounts receivable sale............................. 48,260 ---
Increase (decrease) in accounts payable and accrued liabilities.... 22,740 (13,020)
Decrease in prepaid expenses and other current assets.............. 20,460 6,510
Other, net......................................................... (6,760) (2,420)
--------- ---------
Net cash from operating activities.............................. 217,750 118,850
--------- ---------

FINANCING:
Payment of debt.................................................... (154,450) (35,190)
Increase in debt................................................... 31,620 22,240
Payment of common stock dividends.................................. (10,700) (9,900)
Retirement of Company common stock................................. --- (19,530)
Proceeds from interest rate swap settlement........................ 15,820 ---
Other, net......................................................... (5,100) 680
--------- ---------
Net cash (used for) financing Activities........................ (122,810) (41,700)
--------- ---------

INVESTMENTS:
Capital expenditures............................................... (78,790) (100,800)
Cash received from sale of businesses, net......................... 3,200 90,470
Acquisition of businesses, net of cash acquired.................... (21,090) (87,670)
Other, net......................................................... 11,350 3,810
--------- ---------
Net cash (used for) investing Activities........................ (85,330) (94,190)
--------- ---------

CASH AND CASH INVESTMENTS:
(Decrease) increase for the nine months............................ 9,610 (17,040)
At January 1....................................................... 4,490 29,390
--------- ---------
At September 30.................................................... $ 14,100 $ 12,350
========= =========

SUPPLEMENTAL CASH FLOW INFORMATION:

Net cash (received)/paid during the period for:

Interest........................................................ $ 57,170 $ 55,570
========= =========

Income taxes.................................................... $ (900) $ 27,220
========= =========

The accompanying notes are an integral part of the consolidated condensed financial statements.
</TABLE>

F-29
<PAGE>

MASCOTECH, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are normal
and recurring in nature, necessary to present fairly its financial position
as at September 30, 2000 and the results of operations for the three and
nine months ended September 30, 2000 and 1999 and cash flows for the nine
months ended September 30, 2000 and 1999. Certain amounts for the period
ended September 30, 1999 have been reclassified to conform to the
presentation adopted in 2000.

B. Inventories by component are as follows (in thousands):

September 30, December 31,
2000 1999
------------- ------------
Finished goods..................... $ 78,490 $ 86,240
Work in process.................... 50,250 45,940
Raw materials...................... 48,270 51,420
-------- ---------
$177,010 $ 183,600

C. Property and equipment, net reflects accumulated depreciation of $360
million and $323 million as at September 30, 2000 and December 31, 1999,
respectively.

D. The Company's total comprehensive income for the period was as follows (in
thousands):

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- --------------------------
2000 1999 2000 1999
-------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Net income................................................. $17,860 $20,200 $ 69,860 $70,170
Other comprehensive (loss)/Income.......................... (9,580) 4,110 (17,840) (9,580)
------- ------- --------- -------
Total comprehensive income.......................... $ 8,280 $24,310 $ 52,020 $60,590
======= ======= ========= =======
</TABLE>

The majority of other comprehensive loss relates to foreign currency
translation.

E. In March 2000, the Company acquired a manufacturer of towing equipment and
accessories. The acquisition was accounted for as a purchase and results
are included from date of acquisition.

F. Interest rate swap agreements covering a notional debt amount of $400
million expired or were terminated in June 2000 at a gain, and the Company
received proceeds of approximately $15.8 million. The Company has deferred
a portion of the gain in the amount of approximately $13.7 million at
September 30, 2000, which will be recognized through a reduction in annual
interest expense through 2003. The cash proceeds were used for the
reduction of long-term debt and are reflected as financing activities in
the Consolidated Condensed Statement of Cash Flows.

F-30
<PAGE>

G. Segment activity for the three and nine months ended September 30, 2000 and
1999 is as follows:

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------- ---------------------------
2000 1999 2000 1999
----------- ------------ ------------ -------------
REVENUES FROM EXTERNAL CUSTOMERS
<S> <C> <C> <C> <C>
Specialty Metal Formed Products....................... $197,230 $197,880 $ 643,410 $ 606,830
Towing Systems........................................ 65,640 65,670 230,570 213,820
Specialty Fasteners................................... 51,390 58,800 170,640 180,940
Specialty Packaging & Sealing Products................ 52,020 50,440 169,870 163,950
Specialty Industrial Products......................... 27,490 26,510 80,990 80,120
-------- -------- ----------
Companies Sold or Held for Sale....................... --- --- --- 38,810
-------- -------- ---------- ----------

Total.......................................... $393,770 $399,300 $1,295,480 $1,284,470
======== ======== ========== ==========

INTERSEGMENT REVENUES
Specialty Metal Formed Products....................... $ 1,860 $ 2,180 $ 6,290 $ 6,710
Towing Systems........................................ 1,840 1,980 7,630 6,230
Specialty Fasteners................................... 410 1,020 2,070 2,590
Specialty Packaging & Sealing Products................ 50 --- 150 ---
Specialty Industrial Products......................... 130 210 440 570
Companies Sold or Held for Sale....................... --- --- --- 930
-------- -------- ---------- ----------

Total.......................................... $ 4,290 $ 5,390 $ 16,580 $ 17,030
======== ======== ========== ==========

OPERATING PROFIT
Specialty Metal Formed Products....................... $ 27,940 $ 24,860 $ 91,120 $ 82,430
Towing Systems........................................ 6,830 8,500 34,080 31,660
Specialty Fasteners................................... 6,990 7,370 19,920 23,780
Specialty Packaging & Sealing Products................ 10,210 9,420 31,890 29,770
Specialty Industrial Products......................... (1,580) 3,080 4,040 9,690
Companies Sold or Held for Sale....................... --- --- --- 4,390
-------- -------- ---------- ----------

Total.......................................... $ 50,390 $ 53,230 $ 181,050 $ 181,720
======== ======== ========== ==========

OPERATING PROFIT
Total operating profit for reportable Segments........ $ 50,390 $ 53,230 $181,050 $181,720
General corporate expenses............................ (4,950) (4,920) (15,290) (16,100)
Gain (charge) for disposition of businesses, net...... 2,800 --- 2,800 26,550
Charge for asset impairment........................... --- --- --- (17,510)
-------- -------- -------- --------

Total operating profit......................... $ 48,240 $ 48,310 $168,560 $174,660
======== ======== ======== ========
</TABLE>

F-31
<PAGE>

H. The following are reconciliations of the numerators and denominators used
in the computations of basic and diluted earnings per share:

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
----------------------- -----------------------
2000 1999 2000 1999
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average number of shares outstanding............. 40,930 41,280 40,970 41,120
======== ======== ======== ========
Earnings used for basic earnings per share computation.... $ 17,860 $ 20,200 $ 69,860 $ 70,170
======== ======== ======== ========

Basic earnings per share.................................. $ .44 $ .49 $ 1.71 $ 1.71
======== ======== ======== ========
Total shares used for basic earnings per share computation 40,930 41,280 40,970 41,120
Dilutive securities:
Stock options......................................... 400 610 370 590
Convertible debentures................................ 9,840 9,840 9,840 9,840
Contingently issuable shares.......................... 4,030 3,570 4,100 3,760
-------- -------- -------- --------
Total shares used for diluted earnings per share 55,200 55,300 55,280 55,310
======== ======== ======== ========
computation...............................................

Earnings used for basic earnings per share computation.... $ 17,860 $ 20,200 $ 69,860 $ 70,170
Add back of debenture interest............................ 2,340 2,340 7,020 6,970
-------- -------- -------- --------
Earnings used for diluted earnings per share computation $ 20,200 $ 22,540 $ 76,880 $ 77,140
======== ======== ======== ========
Diluted earnings per share................................ $ .37 $ .41 $ 1.39 $ 1.39
======== ======== ======== ========
</TABLE>

Diluted earnings per share reflect the potential dilution that would occur if
securities or other contracts to issue common stock were converted or exercised
into common stock.

I. During June 2000, the Company entered into an agreement to sell, on an
ongoing basis, the trade accounts receivable of certain business operations
to a wholly owned, bankruptcy-remote, special purpose subsidiary ("MTSPC")
of the Company. MTSPC has sold and, subject to certain conditions, may from
time to time sell, an undivided fractional ownership interest in the pool
of receivables up to approximately $50 million to a third party
multi-seller receivables funding company (the "conduit"). Upon sale to the
conduit, MTSPC holds a subordinated retained interest in the receivables.
The estimated fair value of the subordinated retained interest, excluding
allowance for doubtful accounts, was approximately $19.9 million at
September 30, 2000, which is included in the receivables balance. Under the
terms of the agreement, new receivables are added to the pool as
collections reduce previously sold receivables. The Company services,
administers, and collects the receivables on behalf of MTSPC and the
conduit. The proceeds of sale are less than the face amount of accounts
receivable sold by an amount that approximates the purchaser's financing
costs of approximately $1 million included in other expense. The initial
proceeds were used for the reduction of long-term debt and are reflected as
operating cash flows in the accompanying Consolidated Condensed Statement
of Cash Flows.

J. The Company completed the sale of its aftermarket-related and vacuum
metalizing businesses in 1999. These transactions resulted in a pre-tax
gain of approximately $26 million.

K. In the second quarter of 1999, the Company recognized a non-cash charge of
$3.1 million pre-tax to reflect the other than temporary decline in value
of an equity affiliate of the Company.

F-32
<PAGE>

L. In the second quarter 1999, the Company recorded a non-cash charge of $17.5
million related to an impairment of certain long lived assets, related to
its hydroforming equipment and intellectual property. The revised carrying
values of these assets were generally calculated based on expected future
cash flows which were determined to be insufficient to recover the related
carrying value.

M. On August 2, 2000, the Company entered into a definitive agreement to merge
with Riverside Company LLC, an affiliate of Heartland Industrial Partners,
L.P. in a going private transaction. The value of the recapitalization
transaction, including the assumption of debt, is expected to exceed $2
billion. Holders of common stock at the time of the recapitalization merger
will be entitled to receive, in exchange for each share of MascoTech common
stock, $16.90 in cash. In addition, such shareholders will be entitled to
additional amounts from the net proceeds of the disposition of the
Company's interest in Saturn Electronics & Engineering, Inc. There is no
assurance as to the amount of payments, if any, to the stockholders as a
result of the disposition of the Company's interest in Saturn. The
transaction is subject to certain conditions, including the completion of
financing and a stockholder vote, currently scheduled for November 28,
2000.

F-33
<PAGE>

================================================================================

MascoTech, Inc.

464,785 Shares

Common Stock

------------------------------------------

PROSPECTUS

-------------------------------------------

, 2001

================================================================================

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a list of the estimated costs and expenses to be incurred
by us in connection with the offering of the shares of common stock being
registered hereby. Except for the Securities and Exchange Commission
Registration Fee, all amounts are estimates.

Securities and Exchange Commission Registration Fee............... $1,964
Accountant's Fees and Expenses.................................... *
Legal Fees and Expenses .......................................... *
Miscellaneous Fees and Expenses................................... *
-------
Total.................................................... $ *
=======

---------------------

* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware empowers us to
indemnify, subject to the standards therein prescribed, any person in connection
with any action, suit or proceeding brought or threatened by reason of the fact
that such person is or was a director, officer, employee or agent of MascoTech
or is or was serving as such with respect to another corporation or other entity
at our request. Article 12 of our certificate of incorporation provides that
each person who was or is made a party to (or is threatened to be made a party
to) or is otherwise involved in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was one of our directors or officers
shall be indemnified and held harmless by us to the fullest extent authorized by
the General Corporation Law of Delaware against all expenses, liability and loss
(including without limitation attorneys' fees, judgments, fines and amounts paid
in settlement) reasonably incurred by such person in connection therewith. The
rights conferred by Article 12 are contractual rights and include the right to
be paid by us the expenses incurred in defending such action, suit or proceeding
in advance of the final disposition thereof.

Article 11 of our certificate of incorporation provides that our directors
will not be personally liable to us or our stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors except (a) for any
breach of the duty of loyalty to us or our stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the General Corporation Law of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or (d) for transactions from which a director
derives improper personal benefit.

Our directors and officers are covered by insurance policies indemnifying
them against certain civil liabilities, including liabilities under the federal
securities laws (other than liability under Section 16(b) of the 1934 Act),
which might be incurred by them in such capacities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

None of our securities which were not registered under the Act have been
issued or sold by us within the past three years except as follows:

II-1
<PAGE>

1. On August 6, 1998, we issued 1,006,974 shares of common stock plus
cash consideration to K-Tech Mfg., Inc. shareholders in exchange for all of
their outstanding common stock, pursuant to an agreement and plan of
reorganization, by and among us, K-Tech Mfg., Inc. and all of the K-Tech
Mfg., Inc. shareholders. In accordance with this agreement, as amended, we
issued 464,785 shares of common stock on December 1, 2000 to the former
K-Tech stockholders.

2. On November 28, 2000, we issued a total of 30,118,771 shares of
common stock to Heartland Industrial Partners, L.P., its affiliates and
other equity co-investors, at a price per share of $16.90 for a total value
of approximately $435 million, pursuant to the recapitalization agreement.

3. On December 15, 2000, we issued 7,455,614 shares of common stock at
a price per share of $16.90 in connection with the Simpson acquisition.

The issuance of the securities described above were exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as transactions by an issuer not involving any public offering.
The recipients of securities in each such transaction represented their
intentions to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the share certificates issued in such transactions. All
recipients had adequate access to information about us at the time of their
investment decision.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

Exhibit
Number Description
------- -----------

II-2
<PAGE>

10.1 Credit Agreement dated as of November 28, 2000 among MascoTech, Inc.,
Metalync Company LLC, the subsidiary term borrowers party thereto, the
foreign subsidiary borrowers party thereto, the lenders party thereto
and Chase Manhattan Bank, as administrative agent.
10.2 Receivables Purchase Agreement dated as of November 28, 2000 among
MascoTech, the Sellers named therein and MTSPC, Inc. as Purchaser.
10.3 Receivables Transfer Agreement dated as of November 28, 2000 by and
among MTSPC, Inc., MascoTech, Inc., The Chase Manhattan Bank, and the
other parties named therein.
10.4 Subordinated Loan Agreement dated as of November 28, 2000 between
MascoTech, Inc. and Masco Corporation.
10.5* Master Lease Agreement dated as of December 2000 between General
Electric Capital Corporation and Simpson Industries, Inc.
10.6* Master Lease Agreement dated as of December 2000 between General
Electric Capital Corporation and Simpson Industries, Inc.
10.7 Change of Control Agreement with William T. Anderson, dated September
21, 2000 (incorporated by reference to Exhibit 10.b of the
Registrant's report on Form 10-Q for the period ended September 30,
2000).
10.8 Change of Control Agreement with David B. Liner, dated September 21,
2000 (incorporated by reference to Exhibit 10.c of the Registrant's
report on Form 10-Q for the period ended September 30, 2000).
10.9 Change of Control Agreement with Leroy H. Runk, dated September 21,
2000 (incorporated by reference to Exhibit 10.d of the Registrant's
report on Form 10-Q for the period ended September 30, 2000).
10.10 Change of Control Agreement with James F. Tompkins, dated September
21, 2000 (incorporated by reference to Exhibit 10.e of the
Registrant's report on Form 10-Q for the period ended September 30,
2000).
10.11* Consulting Agreement with Frank Hennessey, dated November 2000.
10.12* Employment and Consulting Agreement with Lee M. Gardner, dated
November 2000.
10.13* Employment and Consulting Agreement with Timothy Wadhams, dated
November 2000.
10.14 Amendment No. 1 dated as of October 23, 2000 (incorporated by
reference to Exhibit 10.f of the Registrant's report on Form 10-Q for
the period ended September 30, 2000) to Recapitalization Agreement
dated as of August 1, 2000 (filed as an exhibit to the Current Report
on Form 8-K dated August 7, 2000, Commission File No. 001-12068).
10.15 Stock Purchase Agreement by and between MascoTech, Inc. and Citicorp
Venture Capital, Ltd, dated as of August 1, 2000 (incorporated by
reference to Annex D to the Proxy Statement dated October 26, 2000,
Commission File No. 001-12068).
10.16 Corporate Services Agreement and Annex dated as of January 1, 1987
between Masco Industries, Inc. (now known as MascoTech, Inc.) and
Masco Corporation, Amendment No. 1 dated January 22, 1998 and June 17,
1998 (incorporated by reference to Exhibit 10.b of the Registrant's
report on 10-K for the year ended December 31, 1999).
10.17 Corporate Opportunities Agreement dated as of May 1, 1984 between
Masco Corporation and Masco Industries, Inc. (now known as MascoTech,
Inc.)(1) and Amendment No. 1 dated as of October 31, 1996
(incorporated by reference to Exhibit 10.b of the Registrant's report
on 10-K for the year ended December 31, 1999).
10.18 Amendment No. 2 to the Corporate Series Agreement between Masco
Industries (now known as MascoTech, Inc.) and Masco Corporation.
10.19 Amendment No. 2 to Corporate Opportunities Agreement between Masco
Industries, Inc. (now

II-3
<PAGE>

known as MascoTech, Inc.) and Masco Corporation.
10.20 Shareholders Agreement by and among MascoTech, Inc., Masco
Corporation, Richard Manoogian, certain of their respective affiliates
and other co-investors a party thereto, dated as of November 28, 2000.
21 Subsidiaries of the registrant.
23.1* Consent of Cahill Gordon & Reindel (included in their opinion filed
as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of attorney (included on signature page to this registration
statement).

---------------

* To be filed by amendment.

(b) Financial Statement Schedules:

(i) Financial statements of TriMas Corporation as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31,
1997 (and PricewaterhouseCoopers LLP's opinion thereon) (incorporated
by reference to the Registrant's Form 10-K for the year ended December
31, 1999).

(ii) Financial Statement Schedule of the Registrant (II. Valuation and
Qualifying Accounts) for the years ended December 31, 1999, 1998, and
1997 (and PricewaterhouseCoopers LLP's opinion thereon) (incorporated
by reference to the Registrant's report on Form 10-K for the year
ended December 31, 1999).

ITEM 17. UNDERTAKINGS.

The undersigned registrant, MascoTech, Inc., hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus files with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;

II-4
<PAGE>

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included is a post-effective amendment by those
paragraphs is contained in periodic reports filed by the company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended ,
that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Taylor, State of
Michigan, on December 27, 2000.

MASCOTECH, INC.

By: /s/ Timothy Wadhams
------------------------------------------
Name: Timothy Wadhams
Title: Chief Financial Officer, Executive Vice
President, Finance and Administration

II-6
<PAGE>

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints David A. Stockman,
a director of the registrant, and Daniel P. Tredwell, a director of the
registrant, or any one or more of them, its attorneys-in-fact and agents, each
with full power of substitution and resubstitution for any of them in any and
all capacities, to sign any or all amendments or post-effective amendments to
this registration statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his or her substitute or
substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date

<S> <C> <C>
/s/ Timothy D. Leuliette Chief Executive Officer and Director December 27, 2000
----------------------------------------------- (Principal Executive Officer)
Timothy D. Leuliette

/s/ Timothy Wadhams Executive Vice President, Finance and December 27, 2000
----------------------------------------------- Administration, Chief Financial Officer
Timothy Wadhams (Principal Financial Officer)

/s/ William T. Anderson Vice President--Controller December 27, 2000
----------------------------------------------- (Principal Accounting Officer)
William T. Anderson

/s/ Gary M. Banks Director December 27, 2000
-----------------------------------------------
Gary M. Banks

/s/ Lee M. Gardner Director December 27, 2000
-----------------------------------------------
Lee M. Gardner

/s/ Cynthia L. Hess Director December 27, 2000
-----------------------------------------------
Cynthia L. Hess

/s/ Perry J. Lewis Director December 27, 2000
-----------------------------------------------
Perry J. Lewis

/s/ J. Michael Losh Director December 27, 2000
-----------------------------------------------
J. Michael Losh

/s/ Richard A. Manoogian Director December 27, 2000
-----------------------------------------------
Richard A. Manoogian

/s/ David I. Margolis Director December 27, 2000
-----------------------------------------------
David I. Margolis

/s/ Thomas Stallkamp Director December 27, 2000
-----------------------------------------------
Thomas Stallkamp

/s/ David A. Stockman Director December 27, 2000
-----------------------------------------------
David A. Stockman

/s/ Daniel P. Tredwell Director December 27, 2000
-----------------------------------------------
Daniel P. Tredwell
</TABLE>

II-7
<PAGE>
EXHIBIT INDEX

Exhibit
Number Description
------- -----------

2 Recapitalization Agreement dated as of August 1, 2000 between
MascoTech, Inc. and Riverside Company LLC, as amended.
3.1 Certificate of incorporation of the registrant.
3.2 Amended bylaws of the registrant.
4.1 Specimen common stock certificate.
4.2 Indenture dated as of November 2, 1986 between Masco Industries, Inc.
(now known as MascoTech, Inc.) and Morgan Guaranty Trust Company of
New York, as Trustee; Agreement of Appointment and Acceptance of
Successor Trustee dated as of August 4, 1994 among MascoTech, Inc.,
Morgan Guaranty Trust Company of New York and The First National Bank
of Chicago; Supplemental Indenture dated as of August 5, 1994, between
MascoTech, Inc. and The First National Bank of Chicago, as Trustee;
Directors' resolutions establishing the Company's 4 1/2% Convertible
Subordinated Debentures Due 2003; and Form of Note (incorporated by
reference from Exhibit 4.9 to the Registrant's Form 10-K for the year
ended December 31, 1999).
4.3 Supplemental Indenture No. 2 dated November 28, 2000 to the Indenture
dated as of November 1, 1986 between Masco Industries (now known as
MascoTech, Inc.) and Morgan Guaranty Trust Company of New York.
4.4 Supplemental Indenture No. 3 dated November 28, 2000 to the Indenture
dated as of November 1, 1986 between Masco Industries (now known as
MascoTech, Inc.) and Morgan Guaranty Trust Company of New York.
5* Opinion of Cahill Gordon & Reindel as to the legality of securities
being offered.
10.1 Credit Agreement dated as of November 28, 2000 among MascoTech, Inc.,
Metalync Company LLC, the subsidiary term borrowers party thereto, the
foreign subsidiary borrowers party thereto, the lenders party thereto
and Chase Manhattan Bank, as administrative agent.
10.2 Receivables Purchase Agreement dated as of November 28, 2000 among
MascoTech, the Sellers named therein and MTSPC, Inc. as Purchaser.
10.3 Receivables Transfer Agreement dated as of November 28, 2000 by and
among MTSPC, Inc., MascoTech, Inc., The Chase Manhattan Bank, and the
other parties named therein.
10.4 Subordinated Loan Agreement dated as of November 28, 2000 between
MascoTech, Inc. and Masco Corporation.
10.5* Master Loan Agreement dated as of December 2000 between General
Electric Capital Corporation and Simpson Industries, Inc.
10.6* Master Lease Agreement dated as of December 2000 between General
Electric Capital Corporation and Simpson Industries, Inc.
10.7 Change of Control Agreement with William T. Anderson, dated September
21, 2000 (incorporated by reference to Exhibit 10.b of the
Registrant's report on Form 10-Q for the period ended September 30,
2000).
10.8 Change of Control Agreement with David B. Liner, dated September 21,
2000 (incorporated by reference to Exhibit 10.c of the Registrant's
report on Form 10-Q for the period ended September 30, 2000).
10.9 Change of Control Agreement with Leroy H. Runk, dated September 21,
2000 (incorporated by reference to Exhibit 10.d of the Registrant's
report on Form 10-Q for the period ended September 30, 2000).
10.10 Change of Control Agreement with James F. Tompkins, dated September
21, 2000 (incorporated by reference to Exhibit 10.e of the
Registrant's report on Form 10-Q for the period ended September 30,
2000).

<PAGE>

10.11* Consulting Agreement with Frank Hennessey, dated November 2000.
10.12* Employment and Consulting Agreement with Lee M. Gardner, dated
November 2000.
10.13* Employment and Consulting Agreement with Timothy Wadhams, dated
November 2000.
10.14 Amendment No. 1 dated as of October 23, 2000 (incorporated by
reference to Exhibit 10.f of the Registrant's report on Form 10-Q for
the period ended September 30, 2001) to Recapitalization Agreement
dated as of August 1, 2000 (filed as an exhibit to the Current Report
on Form 8-K dated August 7, 2000, Commission File No. 001-12068).
10.15 Stock Purchase Agreement by and between MascoTech, Inc. and Citicorp
Venture Capital, Ltd, dated as of August 1, 2000 (incorporated by
reference to Annex D to the Proxy Statement dated October 26, 2000,
Commission File No. 001-12068).
10.16 Corporate Services Agreement and Annex dated as of January 1, 1987
between Masco Industries, Inc. (now known as MascoTech, Inc.) and
Masco Corporation, Amendment No. 1 dated January 22, 1998 and June 17,
1998 (incorporated by reference to Exhibit 10.b of the Registrant's
report on 10-K for the year ended December 31, 1999).
10.17 Corporate Opportunities Agreement dated as of May 1, 1984 between
Masco Corporation and Masco Industries, Inc. (now known as MascoTech,
Inc.)(1) and Amendment No. 1 dated as of October 31, 1996
(incorporated by reference to Exhibit 10.b of the Registrant's report
on 10-K for the year ended December 31, 1999).
10.18 Amendment No. 2 to the Corporate Series Agreement between Masco
Industries (now known as MascoTech, Inc.) and Masco Corporation.
10.19 Amendment No. 2 to Corporate Opportunities Agreement between Masco
Industries, Inc. (now known as MascoTech, Inc.) and Masco Corporation.
10.20 Shareholders Agreement by and among MascoTech, Inc., Masco
Corporation, Richard Manoogian, certain of their respective affiliates
and other co-investors a party thereto, dated as of November 28, 2000.
21 Subsidiaries of the registrant.
23.1* Consent of Cahill Gordon & Reindel (included in their opinion filed
as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of attorney (included on signature page to this registration
statement).

---------------

* To be filed by amendment.