SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 7, 2000 (August 1, 2000)
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MascoTech, Inc.
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(Exact name of Registrant as Specified in Charter)
Delaware 1-12068 38-2513957
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 Van Born Road, Taylor, Michigan 48180
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 274-7405
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On August 2, 2000, MascoTech, Inc., a Delaware corporation ("MascoTech")
issued a press release (the "Press Release") announcing that it has entered
into a Recapitalization Agreement dated as of August 1, 2000 (the
"Recapitalization Agreement") with Riverside Company LLC, a Delaware limited
liability company ("Riverside"), pursuant to which Riverside will be merged
with and into MascoTech, with MascoTech as the surviving corporation. Heartland
Industrial Partners, L.P., a Delaware limited partnership ("Heartland"),
controls Riverside and, as a result of the transactions contemplated by the
Recapitalization Agreement, will acquire control of MascoTech. The
Recapitalization Agreement further provides that each share of MascoTech common
stock, par value $1.00 per share ("Common Stock"), held by the shareholders of
MascoTech (other than certain shares of Common Stock held by Masco Corporation,
by MascoTech's Chairman, Richard A. Manoogian, and by an affiliate of Mr.
Manoogian) will be converted into a cash payment at the closing of $16.90 per
share of Common Stock plus an additional amount based upon proceeds realized on
the disposition of certain non-operating assets of MascoTech.
The transactions contemplated by the Recapitalization Agreement are
subject to certain conditions including, among others, the completion of
financings described below, sale of certain assets of MascoTech, and the
approval by a majority of the stockholders of MascoTech (other than Masco
Corporation, Mr. Manoogian and his affiliate). Heartland and certain of its
co-investors have provided commitments for equity financing of approximately
$468 million in the aggregate. The Chase Manhattan Bank has provided
commitments for senior debt and receivables financing of approximately $1.5
billion in the aggregate.
In connection with the transactions contemplated under the
Recapitalization Agreement, Riverside, Masco Corporation, Mr. Manoogian and his
affiliate entered into an Exchange and Voting Agreement dated as of August 1,
2000 (the "Exchange and Voting Agreement"). Pursuant to the Exchange and Voting
Agreement, Masco Corporation and Mr. Manoogian and his affiliate have agreed to
vote in favor of the Recapitalization Agreement and the transactions
contemplated thereunder. As a result of the transactions contemplated under the
Recapitalization Agreement and the Exchange and Voting Agreement, Masco
Corporation, Mr. Manoogian and his affiliate, and other members of management
will retain an equity stake of approximately 20% in the surviving corporation
after the consummation of the transactions contemplated thereunder.
The foregoing description of the Recapitalization Agreement, the Exchange
and Voting Agreement and the Press Release is qualified in its entirety by
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reference to the Recapitalization Agreement, a copy of which is attached hereto
as Exhibit 2.1 and is incorporated herein by reference, to the Exchange and
Voting Agreement, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference, and to the Press Release, a copy of which is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Recapitalization Agreement dated as of August 1, 2000
99.1 Exchange and Voting Agreement dated as of August 1, 2000
99.2 Press Release dated August 2, 2000
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MASCOTECH, INC.
By: /s/ David B. Liner
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Name: David B. Liner
Title: Vice President and
General Counsel
August 7, 2000
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EXHIBIT INDEX
2.1 Recapitalization Agreement dated as of August 1, 2000
99.1 Exchange and Voting Agreement dated as of August 1, 2000
99.2 Press Release dated August 2, 2000
