================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-1(a)
(Amendment No. 1)1
DELCO REMY INTERNATIONAL, INC.
(Name of Issuer)
CLASS A COMMON STOCK
$0.01 PAR VALUE
(Title of Class of Securities)
-----------------------
246626 10 5
(Cusip Number)
David B. Liner,
Vice President and General Counsel
MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180
Tel No.: (313) 274-7405
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 1, 2000
(Date of Event which Requires Filing of this Statement)
-----------------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: o
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
--------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
================================================================================
(Continued on following pages)
(Page 1 of 6 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 246626 10 5 Page 2 of 6 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MascoTech, Inc.
38-2513957
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,025,391
---------------------------------------------
8 SHARED VOTING POWER
0
NUMBER OF SHARES ---------------------------------------------
BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
3,025,391
---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,391
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 Pages
MascoTech, Inc. ("MascoTech") hereby amends and supplements its Report on
Schedule 13D, originally filed on March 27, 1998, (the "Schedule 13D") with
respect to the shares of Class A Common Stock, $0.01 par value (the "Shares"),
of Delco Remy International, Inc. ("DRI").
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by replacing the number "505,024" with "505,391".
The response set forth in Item 4 of the Schedule 13D is hereby further
amended and supplemented by the following information:
MascoTech intends to sell all of its Shares and any rights MascoTech
has with respect to the Shares to Citicorp Venture Capital, Ltd., a
New York corporation ("CVC"), pursuant to a Stock Purchase Agreement
dated as of August 1, 2000 between MascoTech and CVC (the "Stock
Purchase Agreement"). The Stock Purchase Agreement is attached hereto
as Exhibit 3 and is incorporated herein by reference.
Item 5. Interest in Securities of the Company.
The response set forth in Item 5 of the Schedule 13D is hereby amended and
supplemented by replacing the number "3,025,424" with "3,025,391".
The response set forth in Item 5 of the Schedule 13D is hereby further
amended and supplemented by the following information:
During the last 60 days prior to the date hereof, there has been no
transaction involving the Shares by MascoTech other than the
execution of the Stock Purchase Agreement. After the consummation of
the Stock Purchase Agreement, MascoTech will hold less than 5% of the
outstanding Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The response set forth in Item 6 of the Schedule 13D is hereby amended and
supplemented as follows:
Pursuant to the Stock Purchase Agreement, MascoTech will sell and CVC
will purchase the Shares at the same time that MascoTech completes
its merger with Riverside Company LLC. MascoTech intends to assign
its stockholders agreement and registration rights agreement to CVC
in connection with the Stock Purchase Agreement. The terms of the
Stock Purchase Agreement are incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Second Amended and Restated Securities Purchase and
Holders Agreement, dated March 1, 1998, by and among Delco
Remy International, Inc., Citicorp Venture Capital Ltd.,
World Equity Partners, L.P., MASG Disposition, Inc.
(formerly known as MascoTech Automotive Systems Group,
Inc.) and the persons signatory thereto.
<PAGE>
Page 4 of 6 Pages
Exhibit 2: Registration Rights Agreement for Common Stock dated July
29, 1994, by and among DR International, Inc., Citicorp
Venture Capital Ltd., World Equity Partners, L.P.,
MascoTech Automotive Systems Group, Inc., (now known as
MASG Disposition, Inc.), Harold K. Sperlich, James R.
Gerrity and certain management investors. Incorporated by
reference to the Exhibits filed with the Form on Schedule
13D of Delco Remy International, Inc., Reg. No. 333-37675.
Exhibit 3: Stock Purchase Agreement dated as of August 1, 2000 between
MascoTech, Inc. and Citicorp Venture Capital, Ltd.
Incorporated by reference to the Proxy Statement filed by
MascoTech, Inc. on August 29, 2000.
<PAGE>
Page 5 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: November 2, 2000
MASCOTECH, INC.
By: /s/ David B. Liner
---------------------------------
Name: David B. Liner
Title: Vice President
<PAGE>
Page 6 of 6 Pages
EXHIBIT INDEX
Exhibit 1: Second Amended and Restated Securities Purchase and Holders
Agreement, dated March 1, 1998, by and among Delco Remy
International, Inc., Citicorp Venture Capital Ltd., World
Equity Partners, L.P., MASG Disposition, Inc. (formerly
known as MascoTech Automotive Systems Group, Inc.) and the
persons signatory thereto.
Exhibit 2: Registration Rights Agreement for Common Stock dated July
29, 1994, by and among DR International, Inc., Citicorp
Venture Capital Ltd., World Equity Partners, L.P.,
MascoTech Automotive Systems Group, Inc., (now known as
MASG Disposition, Inc.), Harold K. Sperlich, James R.
Gerrity and certain management investors. Incorporated by
reference to the Exhibits filed with the Form on Schedule
13D of Delco Remy International, Inc., Reg. No. 333-37675.
Exhibit 3: Stock Purchase Agreement dated as of August 1, 2000 between
MascoTech, Inc. and Citicorp Venture Capital, Ltd.
Incorporated by reference to the Proxy Statement filed by
MascoTech, Inc. on August 29, 2000.
