<PAGE>
PAGE 1 OF ___ PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
DELCO REMY INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
246626 10 5
--------------------------------------------------------------------------------
(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
/ /.
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
CUSIP NO. 246626 10 5
---------------------
<TABLE>
<CAPTION>
<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 5,134,647 SHARES OF CLASS A COMMON STOCK**
-----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
8,160,038 SHARES OF CLASS A COMMON STOCK***
PERSON WITH -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,160,038 SHARES OF CLASS A 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)
45%
--------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK. INCLUDES 1,527,304
SHARES OF CLASS A COMMON STOCK HELD BY AFFILIATES OF CITICORP VENTURE
CAPITAL, LTD. ("CVC"), FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL
OWNERSHIP.
*** INCLUDES 3,025,391 SHARES OF CLASS A COMMON STOCK OWNED BY AN AFFILIATE OF
MASCOTECH, INC. TO BE ACQUIRED BY 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
6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF WHICH MAY BE
CONVERTED INTO CLASS A COMMON STOCK. INCLUDES 1,527,304 SHARES OF CLASS A
COMMON STOCK HELD BY AFFILIATES OF CVC, FOR WHICH SHARES CVC DISCLAIMS
BENEFICIAL OWNERSHIP.
<PAGE>
PAGE 3 OF ___ PAGES
SCHEDULE 13D
CUSIP NO. 246626 10 5
---------------------
<TABLE>
<CAPTION>
<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 5,134,647 SHARES OF CLASS A COMMON STOCK**
OWNED BY -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
-----------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 8,160,038 SHARES OF CLASS A COMMON STOCK***
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,160,038 SHARES OF CLASS A 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)
45%
--------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BK
--------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CITICORP VENTURE CAPITAL, LTD. ("CVC"). INCLUDES 1,527,304
SHARES OF CLASS A COMMON STOCK HELD BY AFFILIATES OF CVC, FOR WHICH SHARES
CVC DISCLAIMS BENEFICIAL OWNERSHIP.
*** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CVC. INCLUDES 3,025,391 SHARES OF CLASS A COMMON STOCK OWNED
BY AN AFFILIATE OF MASCOTECH, INC. TO BE ACQUIRED BY 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 1,527,304 SHARES OF CLASS A COMMON STOCK HELD BY
AFFILIATES OF CVC, FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP.
<PAGE>
PAGE 4 OF ___ PAGES
SCHEDULE 13D
CUSIP NO. 246626 10 5
---------------------
<TABLE>
<CAPTION>
<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 5,134,647 SHARES OF CLASS A COMMON STOCK**
OWNED BY -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
-----------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 8,160,038 SHARES OF CLASS A COMMON STOCK***
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,160,038 SHARES OF CLASS A 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)
45%
--------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CITICORP VENTURE CAPITAL, LTD. ("CVC"). INCLUDES 1,527,304
SHARES OF CLASS A COMMON STOCK HELD BY AFFILIATES CVC, FOR WHICH SHARES
CVC DISCLAIMS BENEFICIAL OWNERSHIP.
*** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CVC. INCLUDES 3,025,391 SHARES OF CLASS A COMMON STOCK OWNED
BY AN AFFILIATE OF MASCOTECH, INC. TO BE ACQUIRED BY 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 1,527,304 SHARES OF CLASS A COMMON STOCK HELD BY
AFFILIATES OF CVC, FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP.
<PAGE>
PAGE 5 OF ___ PAGES
SCHEDULE 13D
CUSIP NO. 246626 10 5
---------------------
<TABLE>
<CAPTION>
<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 5,134,647 SHARES OF CLASS A COMMON STOCK**
-----------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
8,160,038 SHARES OF CLASS A COMMON STOCK***
PERSON WITH
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,160,038 SHARES OF CLASS A 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)
45%
--------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CITICORP VENTURE CAPITAL, LTD. ("CVC"). INCLUDES 1,527,304
SHARES OF CLASS A COMMON STOCK HELD BY AFFILIATES OF CVC, FOR WHICH SHARES
CVC DISCLAIMS BENEFICIAL OWNERSHIP.
*** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CVC. INCLUDES 3,025,391 SHARES OF CLASS A COMMON STOCK OWNED
BY AN AFFILIATE OF MASCOTECH, INC. TO BE ACQUIRED BY 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 1,527,304 SHARES OF CLASS A COMMON STOCK HELD BY
AFFILIATES OF CVC, FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP.
<PAGE>
PAGE 6 OF ___ PAGES
SCHEDULE 13D
CUSIP NO. 246626 10 5
---------------------
<TABLE>
<CAPTION>
<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 5,156,551 SHARES OF CLASS A COMMON STOCK**
OWNED BY -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
-----------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 8,181,942 SHARES OF CLASS A COMMON STOCK***
-----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,181,942 SHARES OF CLASS A 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)
45%
--------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CITICORP VENTURE CAPITAL, LTD. ("CVC"). INCLUDES 1,527,304
SHARES OF CLASS A COMMON STOCK HELD BY AFFILIATES OF CVC, FOR WHICH SHARES
CVC DISCLAIMS BENEFICIAL OWNERSHIP, AND 21,904 SHARES OF CLASS A COMMON
STOCK HELD BY OTHER AFFILIATES OF CITIGROUP INC.
*** EXCLUDES 6,278,055 SHARES OF CLASS B COMMON STOCK, ALL OR A PORTION OF
WHICH MAY BE CONVERTED INTO CLASS A COMMON STOCK AND 1,680,038 SHARES OF
COMMON STOCK WHICH MAY BE ACQUIRED UPON EXERCISE OF A WARRANT HELD BY AN
AFFILIATE OF CVC. INCLUDES 3,025,391 SHARES OF CLASS A COMMON STOCK OWNED
BY AN AFFILIATE OF MASCOTECH, INC. TO BE ACQUIRED BY 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 1,527,304 SHARES OF CLASS A COMMON STOCK HELD BY
AFFILIATES OF CVC, FOR WHICH SHARES CVC DISCLAIMS BENEFICIAL OWNERSHIP,
AND 21,904 SHARES OF CLASS A COMMON STOCK HELD BY OTHER AFFILIATES OF
CITIGROUP INC.
<PAGE>
PAGE 7 OF ___ PAGES
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Class A Common
Stock, par value $0.01 per share ("Class A Common Stock"), of Delco Remy
International, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at
2902 Enterprise Drive, Anderson, Indiana 46013.
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)(a) 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 Class A Common Stock, (ii) Citibank, N.A., a national
banking association ("Citibank"), by virtue of its ownership of all of the
outstanding common stock of CVC, (iii) Citicorp, a Delaware corporation
("Citicorp"), by virtue of its ownership of all of the outstanding common stock
of Citibank, (iv) Citigroup Holdings Company, a Delaware corporation ("Citigroup
Holdings"), by virtue of its ownership of all of the outstanding common stock of
Citicorp, and (v) 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 and Citigroup, which is ultimately
in control of CVC. 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, 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. 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.
<PAGE>
PAGE 8 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.
(f) Citibank is a national banking association. CVC is a New
York corporation. Each of 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.
In July 1994, CVC purchased 230,590 shares of Class A Common
Stock and 319,410 shares of non-voting Class B Common Stock, par value $.01
per share, of the Company ("Class B Common Stock") for $1,100,000. Shortly
after the purchase of such shares, CVC transferred 67,869.71 shares of Class
A Common Stock and 52,227.74 shares of Class B Common Stock to certain
employees of CVC. On December 19, 1997, the Company declared a 16.8 to 1
stock split on shares of Class A and Class B Common Stock. As of that date,
CVC, after taking into account conversions of Class B Common Stock into Class
A Common Stock which had occurred since July 1994, owned 108,102.17 shares of
Class A Common Stock and 321,800.38 shares of Class B Common Stock. After
giving effect to the stock split, CVC owned 1,816,116 shares of Class A
Common Stock and 5,406,246 shares of Class B Common Stock. Subsequent to the
Company's initial public offering in December, 1997, CVC owned 3,607,343 shares
of Class A Common Stock and 6,278,058 shares of Class B Common Stock.
<PAGE>
PAGE 9 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 3,025,391 shares of Class A 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. 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), CVC 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 officers, employees or affiliates of
CVC. CVC may transfer some of the Shares to certain of its officers and
employees. In addition, it is contemplated that an employee of CVC will become a
Director of the Company.
The Stock Purchase Agreement requires MascoTech to assign to
CVC or its affiliate all of MascoTech's rights and obligations under certain
agreements between MascoTech and the Company. Under an Amended and Restated
Securities Purchase and Holders Agreement, dated December 22, 1997 (the
"Stockholders' Agreement"), among the Company, CVC, World Equity Partners, L.P.
("WEP"), MascoTech Automotive Systems Group, Inc. ("MascoTech Automotive"),
Harold K. Sperlich, James R. Gerrity and the individuals named therein as
management investors (the "Management Investors") (collectively, the
"Investors"), MascoTech Automotive has the right to nominate one member to the
Board of Directors of the Company and the Investors agreed to vote their shares
of Class A Common Stock in favor of such nominee. MascoTech Automotive has also
been granted rights under a Registration Rights Agreement between the Company,
CVC and other shareholders of the Company (the
<PAGE>
PAGE 10 OF ___ PAGES
"Registration Rights Agreement"). All these rights under the Stockholders'
Agreement and the Registration Rights Agreement will be assigned to CVC or its
affiliate.
The Reporting Persons disclaim beneficial ownership of the
shares of Class A Common Stock beneficially owned by MascoTech Automotive,
except to the extent that the Reporting Persons are deemed to have beneficial
ownership pursuant to the Stock Purchase Agreement.
The foregoing summaries of certain provisions of the
Stockholders Agreement and the Registration Rights Agreement are qualified in
their entirety by the complete text of the Stockholders' Agreement which is
attached as Exhibit C hereto and Exhibit D hereto, each of which are
incorporated herein by this reference.
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
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) As of the date of this filing, CVC owns 3,607,343 shares
of Class A Common Stock (19.9% of all shares of Class A Common Stock
outstanding). By the terms of the Company's Certificate of Incorporation, CVC
may convert shares of Class B Common Stock into shares of Class A Common Stock
only to the extent permitted by applicable law. CVC presently owns 6,278,055
shares of Class B Common Stock which CVC, under certain circumstances, could
convert into Class A Common Stock. CVC owns 40.5% of all outstanding shares of
Class A and Class B Common Stock treated as a single class. In addition, by the
terms of the Stock Purchase Agreement, CVC or its affiliate will acquire an
additional 3,025,391 shares
<PAGE>
PAGE 11 OF ___ PAGES
of Class A Common Stock. These additional shares, together with the shares of
Class A Common Stock currently owned by CVC, represent 36.6% of all shares of
Class A Common Stock outstanding and, together with the shares of Class A
Common Stock and Class B Common Stock currently owned by CVC, 52.9% of all
outstanding shares of Class A and Class B Common Stock treated as a single
class. CVC disclaims beneficial ownership of these additional Shares. Certain
subsidiaries of Citigroup directly beneficially own 21,904 shares of Class A
Common Stock which represent less than 1% of all shares of Class A Common
Stock outstanding. Percentages are based on the number of shares of Class A
Common Stock and Class B Common Stock issued and outstanding as of June 6,
2000 as reported in the Company's recent 10-Q.
(b) CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup
may be deemed to share the voting and dispositive power of the 3,607,343 shares
of Class A Common Stock owned by CVC 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 21,904 shares of Class A Common
Stock directly beneficially owned by certain subsidiaries 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 CVC has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Class A Common Stock owned by CVC.
(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, 4 and 6, 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 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.
(a) STOCKHOLDERS' AGREEMENT
The following is a summary description of the
principal terms of the Stockholders' Agreement applicable to CVC and is subject
to and qualified in its entirety by reference to the Stockholders' Agreement.
<PAGE>
PAGE 12 OF ___ PAGES
Pursuant to the Stockholders' Agreement, the
Investors agreed to vote their shares in favor of the Board of Directors of the
Company being composed of seven directors as follows: Harold K. Sperlich (so
long as he continues to serve as chairman of the Board of Directors); one
individual nominated by MascoTech Automotive; two individuals nominated by CVC,
James R. Gerrity (so long as he continues to serve as an officer or a consultant
to the Company); Thomas J. Snyder (so long as he continues to serve as President
of the Company); and one independent director. The Board of Directors of the
Company is currently comprised of Messrs. Sperlich, Gerrity and Snyder, Richard
M. Cashin, Jr. and Michael A. Delaney, as CVC nominees, E.H. Billig, as
MascoTech Automotive's nominee, and Robert J. Schultz, as the independent
director.
The Investors have agreed to vote their shares of
Class A Common Stock in favor of any proposal by CVC or MascoTech Automotive
(x) to remove directors nominated by CVC or MascoTech Automotive or (y) to
fill directorships vacated by directors nominated by CVC or MascoTech
Automotive. Each of CVC and MascoTech Automotive will retain the right to
nominate the number of directors designated above so long as they own at
least 7% of the outstanding shares of Common Stock; provided that if either
CVC or MascoTech Automotive owns less than 7% of the outstanding shares of
Common Stock as a result of an event or events other than the sale of such
shares by the holder thereof, then the right to nominate directors as
specified above will continue. The Investors' obligation to so vote their
shares of Class A Common stock terminates on July 28, 2004. As discussed in
item 4 above, upon the consummation of the purchase of the Shares, MascoTech
Automotive's right to nominate a director will be assigned to CVC or its
affiliate.
(b) REGISTRATION RIGHTS AGREEMENT.
The following summary description of the Registration
Rights Agreement is subject to and qualified in its entirety by reference to the
Registration Rights Agreement. CVC has been granted the right to require the
Company to file one or more registration statements and WEP has been granted the
right, subject to certain conditions, to require the Company to file one
registration statement with the Commission registering the shares held by them.
CVC and certain other shareholders of the Company, including MascoTech
Automotive, have been granted the right, subject to certain restrictions, to
require the Company to include shares held by them in any registration
statements filed by the Company with the Commission, subject to certain limited
exceptions. The Company has agreed to pay certain expenses relating to any
registration of shares effected pursuant to the Registration Rights Agreement
and to indemnify the parties thereto against certain liabilities in connection
with any such registration. As discussed in item 4 above, MascoTech Automotive's
rights under the Registration Agreement will be assigned to CVC or its
affiliate.
<PAGE>
PAGE 13 OF ___ PAGES
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.A -- Joint Filing Agreement among Citicorp
Venture Capital, Ltd., 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.
Exhibit 99.C -- Amended and Restated Securities Purchase and
Holders Agreement, dated December 22, 1997,
by and among Delco Remy International, Inc.,
Citicorp Venture Capital, Ltd., MascoTech
Automotive Systems Group, Inc., and the
other individuals named therein.
Exhibit 99.D -- Registration Rights Agreement for Common
Stock dated July 29, 1994 by and among DR
International, Inc., a Delaware corporation,
Citicorp Venture Capital Ltd., World Equity
Partners, L.P., MascoTech Automotive Systems
Group, Inc., Harold K. Sperlich, James R.
Gerrity and the Management Investors named
therein (incorporated by reference to
Exhibit 1 to Citicorp Venture Capital,
Ltd.'s Schedule 13-D filed on February 12,
1998).
<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
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
CITIGROUP HOLDINGS COMPANY
By: /s/ Kenneth Cohen
---------------------
Name: Kenneth Cohen
Title: Assistant Secretary
<PAGE>
PAGE ___ OF ___ PAGES
CITIGROUP INC.
By: /s/ Joseph B. Wollard
---------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
<PAGE>
PAGE 16 OF ___ PAGES
SCHEDULE A
CITICORP VENTURE CAPITAL, LTD.
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 and 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 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., 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.
Exhibit 99.C -- Amended and Restated Securities Purchase and
Holders Agreement, dated December 22, 1997,
by and among Delco Remy International, Inc.,
Citicorp Venture Capital, Ltd., MascoTech
Automotive Systems Group, Inc., and the
other individuals named therein.
Exhibit 99.D -- Registration Rights Agreement for Common
Stock dated July 29, 1994 by and among DR
International, Inc., a Delaware corporation,
Citicorp Venture Capital Ltd., World Equity
Partners, L.P., MascoTech Automotive Systems
Group, Inc., Harold K. Sperlich, James R.
Gerrity and the Management Investors named
therein (incorporated by reference to
Exhibit 1 to Citicorp Venture Capital,
Ltd.'s Schedule 13-D filed on February 12,
1998).
