<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
TITAN INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
88830M 10 2
----------------------------------
(CUSIP Number)
ROBERT G. ROBISON, ESQ. MORGAN, LEWIS & BOCKIUS
101 PARK AVENUE, NEW YORK, NEW YORK 10178
(212) 309-6126
--------------------------------------------------------------------------------
(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 on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/X/.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.
*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).
The Exhibit Index is located on page [ ].
<PAGE>
PAGE 2 OF ____ PAGES
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 88830M 10 2
---------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITICORP VENTURE CAPITAL, LTD.
-------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
-------------------------------------------------------------------------------------------
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) / /
-------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
-------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-------------------------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-------------------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
-------------------------------------------------------------------------
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH
3,315,852 SHARES OF COMMON STOCK**
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,315,852 SHARES OF COMMON STOCK**
-------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
-------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16%
-------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** INCLUDES 3,315,852 SHARES OF COMMON STOCK OWNED BY AN AFFILIATE OF MASCOTECH, INC. TO BE
ACQUIRED BY CITICORP VENTURE CAPITAL, LTD. ("CVC") OR ITS AFFILIATE PURSUANT TO A STOCK PURCHASE
AGREEMENT, DATED AS OF AUGUST 1, 2000, BETWEEN MASCOTECH, INC. AND CVC, FOR WHICH SHARES CVC
DISCLAIMS BENEFICIAL OWNERSHIP. EXCLUDES 2,031,112 SHARES OF COMMON STOCK OWNED BY 399 VENTURE
PARTNERS, INC., AN AFFILIATE OF CVC, FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP.
</TABLE>
<PAGE>
PAGE 3 OF ____ PAGES
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 88830M 10 2
---------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
399 VENTURE PARTNERS, INC.
-------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / /
------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-------------------------------------------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 2,031,112 SHARES OF COMMON STOCK**
-------------------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
-------------------------------------------------------------------------
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH
2,031,112 SHARES OF COMMON STOCK**
-------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,031,1112 SHARES OF COMMON STOCK**
-------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
-------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
-------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------------------
** EXCLUDES 3,315,852 SHARES OF COMMON STOCK OWNED BY AN AFFILIATE OF MASCOTECH, INC. TO BE
ACQUIRED BY CITICORP VENTURE CAPITAL, LTD. ("CVC") (AN AFFILIATE OF 399 VENTURE PARTNERS, INC.) OR
ITS AFFILIATE PURSUANT TO A STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 1, 2000, BETWEEN
MASCOTECH, INC. AND CVC, FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP.
</TABLE>
<PAGE>
PAGE 4 OF ____ PAGES
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 88830M 10 2
---------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIBANK, N.A.
------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / /
------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED States
------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,031,112 SHARES OF COMMON STOCK
------------------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH
------------------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 5,346,964 SHARES OF COMMON STOCK**
------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,346,964 SHARES OF COMMON STOCK**
------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BK
------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** INCLUDES 3,315,852 SHARES OF COMMON STOCK OWNED BY AN AFFILIATE OF MASCOTECH, INC. TO BE
ACQUIRED BY CITICORP VENTURE CAPITAL, LTD. ("CVC") OR ITS AFFILIATE PURSUANT TO A STOCK PURCHASE
AGREEMENT, DATED AS OF AUGUST 1, 2000, BETWEEN MASCOTECH, INC. AND CVC, FOR WHICH SHARES CVC
DISCLAIMS BENEFICIAL OWNERSHIP.
</TABLE>
<PAGE>
PAGE 5 OF ____ PAGES
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 88830M 10 2
---------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITICORP
------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS* NOT APPLICABLE
------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / /
------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,031,112 SHARES OF COMMON STOCK**
------------------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH ------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
5,346,964 SHARES OF COMMON STOCK***
PERSON WITH
------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,346,964 SHARES OF COMMON STOCK**
------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
-------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
-------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** INCLUDES 3,315,852 SHARES OF COMMON STOCK OWNED BY AN AFFILIATE OF MASCOTECH, INC. TO BE
ACQUIRED BY CITICORP VENTURE CAPITAL, LTD. ("CVC") OR ITS AFFILIATE PURSUANT TO A STOCK PURCHASE
AGREEMENT, DATED AS OF AUGUST 1, 2000, BETWEEN MASCOTECH, INC. AND CVC, FOR WHICH SHARES CVC
DISCLAIMS BENEFICIAL OWNERSHIP.
</TABLE>
<PAGE>
PAGE 6 OF ____ PAGES
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 88830M 10 2
---------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIGROUP HOLDINGS COMPANY
-------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS* NOT APPLICABLE
------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / /
------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,031,112 SHARES OF COMMON STOCK
------------------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH ------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
5,346,964 SHARES OF COMMON STOCK**
PERSON WITH ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,346,964 SHARES OF COMMON STOCK**
------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8%
------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** INCLUDES 3,315,852 SHARES OF COMMON STOCK OWNED BY AN AFFILIATE OF MASCOTECH, INC. TO BE
ACQUIRED BY CITICORP VENTURE CAPITAL, LTD. ("CVC") OR ITS AFFILIATE PURSUANT TO A STOCK PURCHASE
AGREEMENT, DATED AS OF AUGUST 1, 2000, BETWEEN MASCOTECH, INC. AND CVC, FOR WHICH SHARES CVC
DISCLAIMS BENEFICIAL OWNERSHIP.
</TABLE>
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PAGE 7 OF ____ PAGES
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP NO. 88830M 10 2
---------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIGROUP INC.
-------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
------------------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / /
------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,044,484 SHARES OF COMMON STOCK
------------------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH ------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
5,360,336 SHARES OF COMMON STOCK**
PERSON WITH ------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,360,336 SHARES OF COMMON STOCK**
------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.9%
------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** INCLUDES 3,315,852 SHARES OF COMMON STOCK OWNED BY AN AFFILIATE OF MASCOTECH, INC. TO
BE ACQUIRED BY CITICORP VENTURE CAPITAL, LTD. ("CVC") OR ITS AFFILIATE PURSUANT TO A
STOCK PURCHASE AGREEMENT, DATED AS OF AUGUST 1, 2000, BETWEEN MASCOTECH, INC. AND CVC,
FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP. INCLUDES 13,372 SHARES OF COMMON
STOCK BENEFICIALLY OWNED BY SUBSIDIARIES OF CITIGROUP INC. OTHER THAN CVC AND
399 VENTURE PARTNERS, INC.
</TABLE>
<PAGE>
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Common Stock, no par
value per share ("Common Stock"), of Titan International, Inc., a Delaware
corporation (the "Company").
The principal executive offices of the Company are located at 2701
Spruce Street, Quincy, Illinois 62301.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement on Schedule 13D is being filed by each of the
following persons pursuant to Rule 13(d)-(1)(f) promulgated by the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities and Exchange Act of 1934 (the "Act"): (i) Citicorp Venture Capital,
Ltd., a New York corporation ("CVC"), by virtue of its direct beneficial
ownership of Common Stock, (ii) 399 Venture Partners, Inc., a Delaware
corporation ("399"), by virtue of its direct beneficial ownership of Common
Stock, (iii) Citibank, N.A., a national banking association ("Citibank"), by
virtue of its ownership of all of the outstanding common stock of each of CVC
and 399, (iv) Citicorp, a Delaware corporation ("Citicorp"), by virtue of its
ownership of all of the outstanding common stock of Citibank, (v) Citigroup
Holdings Company, a Delaware corporation ("Citigroup Holdings"), by virtue of
its ownership of all of the outstanding common stock of Citicorp, and (vi)
Citigroup Inc., a Delaware corporation, by virtue of its ownership of all of the
outstanding common stock of Citigroup Holdings (collectively, the "Reporting
Persons").
Attached as Schedule A is information concerning each executive officer
and director of each of CVC, 399 and Citigroup, which is ultimately in control
of each of CVC and 399. Schedule A is incorporated into and made a part of this
Statement on Schedule 13D.
(b) The address of the principal business and principal office of each
of CVC, 399, Citibank and Citicorp is 399 Park Avenue, New York, New York 10043.
The address of the principal business and principal office of Citigroup Holdings
is One Rodney Square, Wilmington, Delaware 19899. The address of the principal
business and principal office of Citigroup is 153 East 53rd Street, New York,
New York 10043.
(c) CVC's principal business is investing in leveraged buy-outs.
399's principal business is providing debt and equity financing to businesses
in the United States. Citibank is engaged in the business of banking.
Citicorp is a bank holding company principally engaged, through its
subsidiaries, in the general financial services business. Citigroup Holdings
is a holding company principally engaged, through its subsidiaries, in the
general financial services business. Citigroup is a diversified holding
company providing, through its subsidiaries, a broad range of financial
services to consumer and corporate customers world-wide.
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PAGE 9 OF ____ PAGES
(d) During the last five years, none of the Reporting Persons nor, to
the knowledge of each Reporting Person, any of their respective officers,
directors or controlling persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, nor, to
the knowledge of each Reporting Person, any of their respective officers,
directors or controlling persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws,
except as follows.
(f) Citibank is a national banking association. CVC is a New York
corporation. Each of 399, Citicorp, Citicorp Holdings and Citigroup is a
Delaware corporation. Except as otherwise indicated on Schedule A, to the
knowledge of each Reporting Person, each executive officer and director named in
Schedule A to this Statement on Schedule 13D are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 12, 1993, pursuant to the terms of an Exchange Agreement,
dated as of September 20, 1993, by and among the Company, Dyneer Corporation, a
Delaware corporation ("Dyneer"), 399 and the other holders of Dyneer's common
stock (the "Exchange Agreement"), each holder of Dyneer common stock exchanged
such shares of Dyneer common stock for 12.3126 shares of the Company's Common
Stock (rounded down to the nearest whole share), subject to adjustment. Pursuant
to the Exchange Agreement, 399 acquired 778,538 shares of Common Stock in
exchange for 63,489 shares of common stock of Dyneer. Dyneer was a
privately-held corporation owned by 399 and a number of other investors. An
affiliate of 399 acquired the shares in Dyneer in 1986 at a price of $10 per
share. The source of such funds was internal capital. A copy of the Exchange
Agreement was filed by the Company with the Securities and Exchange Commission
on September 22, 1993 as an exhibit to the Company's Registration Statement on
Form S-4 (Registration No. 33-69288).
In addition, the Company, 399 and Harris Trust and Savings Bank, as
escrow agent, entered into an Escrow Agreement, dated as of November 12, 1993,
pursuant to which 399 deposited 48,951 shares of Common Stock with the escrow
agent. On January 19, 1994, 399 received 30,670 of the shares related to the
Escrow Agreement.
On February 22, 1995, 399 received 142,460 shares of Common Stock in
connection with a settlement with Dyneer. On March 15, 1995 and September 1,
1995, the Company declared 3 for 2 stock split which resulted in 399
receiving an additional 451,358 and 677,037 shares of Common Stock,
respectively, for each stock split.
Pursuant to a letter agreement dated as of November 12, 1993, by and
among the Company and 399 (the "Letter Agreement"), 399 was granted certain
registration rights with respect to its shares of Common Stock.
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PAGE 10 OF ____ PAGES
CVC has entered into a Stock Purchase Agreement, dated as of August 1,
2000 (the "Stock Purchase Agreement"), with MascoTech, Inc., a Delaware
corporation ("MascoTech"), pursuant to which CVC or its affiliate will acquire
shares or equity interests in and debt of up to seven companies currently owned
by MascoTech or its wholly-owned subsidiaries for $125 million. Included in the
shares to be acquired are 3,315,852 shares of Common Stock (the "Shares") owned
by MascoTech, Inc. or its wholly-owned subsidiaries. The closing of this
purchase is conditioned on, among other things, CVC and MascoTech obtaining all
necessary governmental approvals and the closing under the Recapitalization
Agreement, dated as of August 1, 2000 (the "Recapitalization Agreement"),
between MascoTech and Riverside Company LLC, a limited liability company
organized under the laws of Delaware. CVC shall not have any right or obligation
to acquire the Shares if the closing under the Recapitalization Agreement does
not occur. In addition, certain shares may not be acquired by CVC if third
parties exercise rights-of-first refusal or refuse to consent to the transfer of
such shares. If either event occurs, there will be an appropriate adjustment to
the aggregate purchase price. The source of funds to purchase the Shares will be
internal working capital.
The foregoing summary of certain provisions of the Stock Purchase
Agreement is qualified in its entirety by the complete text of such Stock
Purchase Agreement which is attached as Exhibit B hereto and incorporated herein
by this reference.
ITEM 4. PURPOSE OF TRANSACTION.
Except as described in this Statement on Schedule 13D, CVC is acquiring
the Shares for investment purposes. 399 acquired its shares of Common Stock for
investment purposes. Depending on market conditions and other factors (including
evaluation of the Company's businesses and prospects, availability of funds,
alternative uses of funds and general economic conditions), either of CVC or 399
may from time to time purchase additional securities of the Company or dispose
of all or a portion of its investment in the Company, including, but not limited
to, to certain of their respective officers, employees or affiliates. CVC may
transfer some of the Shares to certain of its officers and employees.
The Reporting Persons disclaim beneficial ownership of the shares of
Common Stock beneficially owned by MascoTech, except to the extent that the
Reporting Persons are deemed to have beneficial ownership pursuant to the Stock
Purchase Agreement.
Except as described in this Statement on Schedule 13D, none of the
Reporting Persons nor, to the best knowledge of each Reporting Person, any of
the persons named in Schedule A to this Statement on Schedule 13D, has
formulated any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
<PAGE>
PAGE 11 OF ____ PAGES
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) any changes in the Company's charter or
by-laws or other actions which may impede the acquisition or control of the
Company by any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or cease to be authorized to be
quoted in an interdealer quotation system of a registered national securities
association; (i) causing a class of equity securities of the Company to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or (j) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) By the terms of the Stock Purchase Agreement, CVC or its affiliate
will acquire 3,315,852 shares of Common Stock. These shares represent 16% of
all shares of Common Stock outstanding. CVC disclaims beneficial ownership of
these shares. As of the date of this filing, Citigroup indirectly
beneficially owns 2,044,484 shares of Common Stock which represent 9.9% of
all shares of Common Stock outstanding, including 2,031,112 shares of Common
Stock directly beneficially owned by 399 and 13,372 shares of Common Stock
directly beneficially owned by other subsidiaries of Citigroup. Percentages
are based on the number of shares of Common Stock issued and outstanding as
of April 28, 2000 as reported in the Company's recent 10-Q.
(b) 399, Citibank, Citicorp, Citigroup Holdings and Citigroup may be
deemed to share the voting and dispositive power of the 2,031,112 shares of
Common Stock owned by 399 by virtue of, and this form is being filed by
Citibank, Citicorp, Citigroup Holdings and Citigroup solely because of,
Citibank's 100% ownership interest in CVC, Citicorp's 100% ownership interest in
Citibank, Citigroup Holding's 100% ownership interest in Citicorp and
Citigroup's 100% interest in Citigroup Holdings. Citigroup may be deemed to
share the voting and dispositive power of the 13,372 shares of Common Stock
owned by other subisidiaries of Citigroup.
(c) Except for the transactions contemplated by the Stock Purchase
Agreement as described in Item 3, neither the Reporting Persons nor, to the best
knowledge of each Reporting Person, any of the persons named in Schedule A to
this Statement on Schedule 13D, has effected a transaction in shares of Class A
Common Stock during the past 60 days.
(d) No person other than 399 has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock owned by 399.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
Except as set forth in Items 3 and 4, to the best knowledge of the
Reporting Persons, no contracts, arrangements, understandings or relationships
(legal or otherwise) exist among the persons named in Item 2 or between such
persons and any other person with respect to
<PAGE>
PAGE 12 OF ____ PAGES
any securities of the Company, including but not limited to transfer or voting
of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.A -- Joint Filing Agreement among Citicorp Venture
Capital, Ltd., 399 Venture Partners, Inc.,
Citibank, N.A., Citicorp, Citigroup Holdings
Company and Citigroup Inc.
Exhibit 99.B -- Stock Purchase Agreement, dated as of August 1,
2000, by and between MascoTech, Inc. and Citicorp
Venture Capital, Ltd.
<PAGE>
PAGE ____ OF ____ PAGES
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13D with respect to the undersigned is
true, complete and correct.
Dated: August 10, 2000
CITICORP VENTURE CAPITAL, LTD.
By: /s/ Michael Bradley
-------------------
Name: Michael Bradley
Title: Vice President
399 VENTURE PARTNERS, INC.
By: /s/ Michael Bradley
-------------------
Name: Michael Bradley
Title: Vice President
CITIBANK, N.A.
By: /s/ Joseph B. Wollard
---------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITICORP
By: /s/ Joseph B. Wollard
---------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
<PAGE>
PAGE ____ OF ____ PAGES
CITIGROUP HOLDINGS COMPANY
By: /s/ Kenneth Cohen
---------------------
Name: Kenneth Cohen
Title: Assistant Secretary
CITIGROUP INC.
By: /s/ Joseph B. Wollard
---------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
<PAGE>
PAGE 15 OF ___ PAGES
SCHEDULE A
CITICORP VENTURE PARTNERS, INC.
DIRECTORS
---------
William T. Comfort
Michael A. Delaney
Thomas F. McWilliams
Paul C. Schorr
David F. Thomas
Ann Goodbody
Mary Lynn Putney
OFFICERS TITLE
-------- -----
William T. Comfort Senior Vice President
Byron L. Knief Vice President
Michael T. Bradley Vice President
Charles E. Corpening Vice President
Michael A. Delaney Vice President*
Ian D. Highet Vice President
David Y. Howe Vice President
Richard E. Mayberry Vice President
Thomas F. McWilliams Vice President
M. Saleem Muqaddam Vice President
Paul C. Schorr Vice President*
Joseph M. Silvestri Vice President
David F. Thomas Vice President
James A. Urry Vice President
John D. Weber Vice President
Lauren M. Connelly Vice President & Secretary
Michael S. Gollner Vice President
Anthony P. Mirra Vice President & Assistant Secretary
Darryl A. Johnson Assistant Vice President
All of the above officers are appointed to their respective offices subject to
any necessary approval by the Small Business Administration.
* Denotes the functional title of Managing Director
<PAGE>
PAGE 16 OF ____ PAGES
SCHEDULE A
399 VENTURE PARTNERS, INC.
DIRECTORS
---------
William T. Comfort
Michael A. Delaney
Thomas F. McWilliams
Paul C. Schorr
David F. Thomas
Ann Goodbody
Mary Lynn Putney
OFFICERS TITLE
-------- -----
William T. Comfort Chairman
David F. Thomas President*
Byron L. Knief Vice President
Michael T. Bradley Vice President
Charles E. Corpening Vice President
Michael A. Delaney Vice President*
Ian D. Highet Vice President
David Y. Howe Vice President
Richard E. Mayberry Vice President
Thomas F. McWilliams Vice President
M. Saleem Muqaddam Vice President
Paul C. Schorr Vice President*
Joseph M. Silvestri Vice President
James A. Urry Vice President
John D. Weber Vice President
Michael S. Gollner Vice President
Lauren M. Connelly Vice President & Secretary
Anthony P. Mirra Vice President & Assistant Secretary
Darryl A. Johnson Assistant Vice President
* Denotes the functional title of Managing Director.
<PAGE>
PAGE 17 OF ____ PAGES
SCHEDULE A
CITIGROUP INC.
OFFICERS TITLE
-------- -----
C. Michael Armstrong Director
Alain J.P. Belda Director (Brazil)
Kenneth J. Bialkin Director
Kenneth T. Derr Director
John M. Deutch Director
The Honorable
Gerald R. Ford Director
Ann Dribble Jordan Director
Robert I. Lipp Director and Executive Officer
Reuben Mark Director
Michael T. Masin Director
Dudley C. Mecum Director
Richard D. Parsons Director
Andrall E. Pearson Director
Robert E. Rubin Director and Executive Officer
Franklin A. Thomas Director
Sanford I. Weill Director and Executive Officer
Arthur Zankel Director
Winifred F.W. Bischoff Executive Officer (United Kingdom)
Michael A. Carpenter Executive Officer
Paul J. Collins Executive Officer
Michael D'Ambrose Executive Officer
Jay S. Fishman Executive Officer
Michael B.G. Froman Executive Officer
Thomas Wade Jones Executive Officer
Marjorie Magner Executive Officer
Deryck C. Maughan Executive Officer (United Kingdom)
Victor J. Menezes Executive Officer (India)
Charles O. Prince, III Executive Officer
William R. Rhodes Executive Officer
Petros Sabatacakis Executive Officer
Todd S. Thomson Executive Officer
Thomas Trainer Executive Officer
Marc P. Weill Executive Officer
Robert B. Willumstad Executive Officer
Barbara A. Yastine Executive Officer
<PAGE>
PAGE 18 OF ___ PAGES
EXHIBIT INDEX
Sequential
Exhibit No. Numbered Page
----------- -------------
Exhibit 99.A -- Joint Filing Agreement among Citicorp Venture
Capital, Ltd., 399 Venture Partners, Inc., Citibank,
N.A., Citicorp, Citigroup Holdings Company and
Citigroup.
Exhibit 99.B -- Stock Purchase Agreement, dated as of August 1,
2000, by and between MascoTech, Inc. and Citicorp
Venture Capital, Ltd.
