-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WjNjUjVx1fRzzufxHnhY7t7hcHiGjK+uvlGoH7eWPcUcZ3CJxz1PynlC0OeWBKDC 0CgjRxIGGBhS7O0IUntgpA== 0000745448-96-000019.txt : 19961118 0000745448-96-000019.hdr.sgml : 19961118 ACCESSION NUMBER: 0000745448-96-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19961031 ITEM INFORMATION: Change in fiscal year FILED AS OF DATE: 19961114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASCOTECH INC CENTRAL INDEX KEY: 0000745448 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382513957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12068 FILM NUMBER: 96663704 BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747405 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO INDUSTRIES INC DATE OF NAME CHANGE: 19930629 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 31, 1996 Date of report (Date of earliest event reported) MASCOTECH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12068 38-2513957 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 21001 Van Born Road, Taylor, Michigan 48180 (Address of Principal Executive Offices) (Zip Code) (313) 274-7405 Registrant's telephone number, including area code ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On October 31, 1996, the Registrant purchased 17 million shares of its common stock and warrants to purchase 10 million shares of its common stock from Masco Corporation ("Masco") for $266,375,000. The Registrant paid $115 million at closing from borrowings under its existing credit agreement, with the balance of the consideration due within one year. Subject to obtaining any necessary approvals, the Registrant may pay a portion of the outstanding balance by transferring any publicly-traded securities of Emco Limited currently held by the Registrant. As part of this transaction, the Registrant also purchased one million shares of its common stock from Richard A. Manoogian (at the then current market price) for $13,625,000, of which $6 million was paid in cash at closing from borrowings under the Registrant's existing credit agreement, with the balance of the consideration due within one year. Mr. Manoogian is the Chairman and Chief Executive Officer of both the Registrant and Masco. As a result of the purchase of Mr. Manoogian's shares, his ownership interest in the Registrant's common stock continues at approximately 7 percent after giving effect to the purchase of shares from Masco. The shares purchased from Masco and Mr. Manoogian, as well as the warrants purchased from Masco, have been retired. The purchase price for the common stock and warrants paid by the Regis- trant was determined through arms-length negotiations by the Registrant's oversight committee, consisting of independent directors with assistance from outside investment bankers. As a result of the purchases, Masco's ownership of the Registrant's outstanding common stock was reduced from approximately 45 percent to approximately 21 percent, and would be approximately 16 percent if pro forma effect were given to the mandatory conversion of the Registrant's outstanding convertible preferred stock on July 1, 1997. As part of this transaction, Masco agreed to grant the Registrant a right of first refusal, which expires September 30, 2000, to purchase the remaining shares of the Registrant's common stock held by Masco (approximately 7.8 million shares). In addition, the Registrant and Masco modified the existing corporate services, corporate opportunities and financing commitment agreements, princi- pally to extend the terms thereof. Copies of the amendments to the agreements are attached hereto as exhibits. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information. The following pro forma financial information is filed herewith: (i) MascoTech, Inc. Pro Forma Consolidated Condensed Income Statement for year ended December 31, 1995 (Unaudited) (ii) MascoTech, Inc. Pro Forma Consolidated Condensed Income Statement for the six months ended June 30, 1996 (Unaudited) (iii) MascoTech, Inc. Pro Forma Consolidated Condensed Balance Sheet as of June 30, 1996 (Unaudited) MascoTech, Inc. Unaudited Pro Forma Consolidated Condensed Financial Statements The following unaudited pro forma consolidated condensed balance sheet and income statements give effect to the following transactions which have occurred or which are assumed to have occurred: - the assumed disposition for cash, except for known non-cash transac- tions, of the net assets of businesses held for disposition at June 30, 1996 with the cash proceeds utilized to retire debt. - the assumed disposition of MascoTech Stamping Technologies, Inc. for cash, common stock and warrants with the cash (including cash realized from the subsequent sale of a portion of the common stock) proceeds utilized to retire debt. - the assumed purchase and retirement of: 17 million shares of Company Common Stock and the warrant to purchase 10 million shares of Company Common Stock from Masco Corporation; and one million shares of Company Common Stock from Richard A. Manoogian, Chairman of the Board of both Masco Corporation and MascoTech, Inc. The pro forma consolidated condensed financial statements reflect these transactions as if they had been completed with all proceeds (including related tax benefits) received at the beginning of the period presented for the consoli- dated condensed income statements and as of June 30, 1996 for the consolidated condensed balance sheet. The pro forma data does not purport to be indicative of the results which would actually have been reported if the transactions had occurred on such dates or which may be reported in the future. The pro forma data should be read in conjunction with the historical financial statements of the Company and the related notes to such financial statements. Primary earnings per common share for the twelve months ended December 31, 1995 is based on 57.1 million weighted average shares of common stock and common stock equivalents outstanding. The Company's Dividend Enhanced Convertible Stock (DECS) was not included as it would be anti-dilutive. Fully diluted earnings per share is only presented when the assumed conversion of convertible securities is dilutive. Convertible securities did not have a dilutive effect on earnings per common share in 1995. Pro forma primary earnings per common share for the twelve months ended December 31, 1995 is based on 49.9 million shares outstanding including approxi- mately .9 million of common stock equivalents and 10.8 million common shares from the assumed conversion of the DECS. Fully diluted earnings per common share after adjustments is based on 59.9 million shares outstanding including the assumed conversion of convertible securities into 10.0 million common shares. Primary earnings per common share for the six months ended June 30, 1996 is calculated based on 56.6 million weighted average common and common equiva- lent shares outstanding. The DECS were not included as they would be anti- dilutive. Fully diluted earnings per common share is only presented when the assumed conversion of convertible securities is dilutive. Pro forma primary earnings per common share for the six months ended June 30, 1996 is based on 49.0 million shares outstanding including approximately .8 million of common stock equivalents and 10.8 million common shares from the assumed conversion of the DECS. Fully diluted earnings per common share after adjustments is based on 59.1 million shares outstanding including the assumed conversion of convertible securities into 10.0 million common shares.
MascoTech, Inc. Proforma Consolidated Condensed Income Statement for the year ended December 31, 1995 (unaudited) (amounts are in thousands except per share amounts) Assumed Company Assumed Disposition of Assumed Historical Disposition MascoTech Stamping Stock/Warrant Pro Forma Pro Forma 12/31/95 of Operations Technologies, Inc. Purchase Adjustments Adjusted (A) (B) (C) (D) Net sales $ 1,678,210 $ 468,280 $ 193,790 $1,016,140 Cost of sales (1,397,880) (422,690) (175,070) (800,120) Selling, general and administrative expenses (176,810) (57,020) (11,650) (108,140) Gains on disposition of businesses, net 5,290 5,290 --- Operating profit (loss) 108,810 (6,140) 7,070 107,880 Other income (expense), net: Interest expense (49,900) (10) --- $ (19,010) $ 26,140 (42,760) Equity and interest income from affiliates 31,420 (280) --- 31,700 Gain from change in investment of an equity affiliate 5,100 --- --- 5,100 Other, net 4,850 (880) (280) 350 6,360 Other income (expense), net (8,530) (1,170) (280) (19,010) 26,490 400 Income (loss) before income taxes (credit) 100,280 (7,310) 6,790 (19,010) 26,490 108,280 Income taxes (credit) 41,090 (2,190) 2,640 (7,600) 10,600 43,640 Net income (loss) $ 59,190 $ (5,120) $ 4,150 $ (11,410) $ 15,890 $ 64,640 Preferred stock dividends $ 12,960 $ 12,960 Earnings attributable to common stock $ 46,230 $ 51,680 Per common share data: Primary $ .81 $ 1.30 Fully diluted $ .81 $ 1.24 Primary shares outstanding 57,050 49,850 Fully diluted shares outstanding 57,070 59,850
MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Income Statement for the year ended December 31, 1995 (A) To reflect the following: - elimination of the sales and directly allocable expenses related to the Company's businesses held for disposition; - the related tax credit at appropriate U.S. Statutory tax rate including state tax provision, net of federal tax benefit. (B) To reflect the following: - elimination of the sales and directly allocable expenses related to MascoTech Stamping Technologies, Inc.; - the related tax provision at appropriate U.S. statutory tax rate including state tax provision, net of federal tax benefit. (C) To reflect the following: - interest expense from the assumed notes due Masco Corporation - $151.4 million; Mr. Manoogian - $7.6 million; and borrowings under the Company's Revolving Credit Agreement - $121.0 million; to purchase 17 million shares of Company Common Stock and the warrant to purchase 10 million shares of Company Common Stock from Masco Corporation and one million shares of Company Common Stock from Mr. Manoogian, all of which were retired; - the related tax credit at appropriate U.S. statutory tax rate including state tax provision, net of federal tax benefit. (D) To reflect the following: - interest savings from the use of assumed proceeds, excluding common equity and notes received, of $357 million from the sale of the businesses described in (A) and (B) above (including related cash tax benefits ($74 million) on the loss) to retire outstanding bank debt; - 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. MascoTech, Inc. Proforma Consolidated Condensed Income Statement for the six months ended June 30, 1996 (unaudited) (amounts are in thousands except per share amounts)
Assumed Company Assumed Disposition of Assumed Historical Disposition MascoTech Stamping Stock/Warrant Pro Forma Pro Forma 06/30/96 of Operations Technologies, Inc. Purchase Adjustments Adjusted (A) (B) (C) (D) Net sales $ 718,980 $ 67,380 $ 95,050 $ 556,550 Cost of sales (599,610) (66,640) (91,390) (441,580) Selling, general and administrative expenses (71,360) (9,410) (4,110) (57,840) Charge on disposition of businesses, net (31,520) (1,550) (29,970) --- Operating profit (loss) 16,490 (10,220) (30,420) 57,130 Other income (expense), net: Interest expense (14,760) $ (9,280) $ 5,690 (18,350) Equity and interest income from affiliates 18,340 18,340 Other, net (2,600) 220 350 180 (2,990) Other income (expense), net 980 220 350 (9,280) 5,870 (3,000) Income (loss) before income taxes (credit) 17,470 (10,000) (30,070) (9,280) 5,870 54,130 Income taxes (credit) 13,390 (3,490) (5,510) (3,710) 2,350 21,030 Income (loss) $ 4,080 $ (6,510) $ (24,560) $ (5,570) $ 3,520 $ 33,100 Preferred stock dividends $ 6,480 $ 6,480 Income (loss) attributable to common stock $ (2,400) $ 26,620 Per common share data: Primary $ (.04) $ .68 Fully diluted $ (.04) $ .64 Primary shares outstanding 56,570 48,970 Fully diluted shares outstanding 56,990 59,060
MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Income Statement for the six months ended June 30, 1996 (A) To reflect the following: - elimination of the sales and directly allocable expenses related to the Company's businesses held for disposition; - the related tax credit at appropriate U.S. Statutory tax rate including state tax provision, net of federal tax benefit. (B) To reflect the following: - elimination of the sales and directly allocable expenses related to MascoTech Stamping Technologies, Inc.; - the related tax provision at appropriate U.S. statutory tax rate including state tax provision, net of federal tax benefit. (C) To reflect the following: - interest expense from the assumed notes due Masco Corporation - $151.4 million; Mr. Manoogian - $7.6 million; and borrowings under the Company's Revolving Credit Agreement - $121.0 million; to purchase 17 million shares of Company Common Stock and the warrant to purchase 10 million shares of Company Common Stock from Masco Corporation and one million shares of Company Common Stock from Mr. Manoogian, all of which were retired; - the related tax credit at appropriate U.S. statutory tax rate including state tax provision, net of federal tax benefit. (D) To reflect the following: - interest savings from the use of assumed proceeds, excluding common equity and notes received, of $111 million from the sale of the businesses described in (A) and (B) above (including related cash tax benefits ($53 million) on the loss) to retire outstanding bank debt; - 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. MascoTech, Inc. Pro Forma Consolidated Condensed Balance Sheet as of June 30, 1996 (unaudited) (amounts are in thousands)
Assumed Company Assumed Disposition of Assumed Historical Disposition MascoTech Stamping Stock/Warrant Pro Forma Pro Forma 06/30/96 of Operations Technologies, Inc. Purchase Adjustments Adjusted (A) (B) (C) ASSETS Current assets: Cash and cash investments $ 17,450 $ (230) $ 17,220 Receivables 191,900 (6,420) 185,480 Inventories 81,280 (5,210) 76,070 Deferred and refundable income taxes 11,050 --- 11,050 Prepaid expenses and other assets 24,690 (2,790) 21,900 Net current assets of businesses held for disposition 39,190 $ (39,190) Total current assets 365,560 (39,190) (14,650) 311,720 Equity and other investments in affiliates 256,510 256,510 Property and equipment, net 405,300 (2,000) 403,300 Goodwill 70,020 --- 70,020 Notes receivable and other assets 47,890 --- 47,890 Net non-current assets of businesses held for disposition 20,720 (20,720) Total assets $1,166,000 $ (59,910) $ (16,650) $1,089,440 LIABILITIES and SHAREHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 73,160 $ (4,190) $ 68,970 Accrued liabilities 94,220 $ 27,130 3,840 125,190 Current portion of long-term debt 2,550 2,550 Total current liabilities 169,930 27,130 (350) 196,710 Long-term debt 448,740 (95,060) (16,300) $ 280,000 617,380 Deferred income taxes and other long-term liabilities 135,600 8,020 --- 143,620 Total liabilities 754,270 (59,910) (16,650) 280,000 957,710 Shareholders' Equity Preferred Stock 10,800 10,800 Common Stock 55,390 (18,000) 37,390 Paid-In Capital 304,850 (262,000) 42,850 Retained Earnings 37,250 37,250 Cumulative Translation Adjustments 3,440 3,440 Total shareholders' equity 411,730 $ (280,000) 131,730 Total liabilities and shareholders' equity $1,166,000 $ (59,910) $ (16,650) $1,089,440
MascoTech, Inc. Footnote to Pro Forma Consolidated Condensed Balance Sheet as of June 30, 1996 (A) To reflect the following: - the disposition of net current and non-current assets of businesses held for disposition; - the reduction of debt with the estimated cash proceeds (including related tax benefits) from the disposition of businesses. (B) To reflect the following: - the disposition of a MascoTech Stamping Technologies' plant not included in the transaction to divest of MascoTech Stamping Technol- ogies, Inc. in the second quarter of 1996; - the reduction of debt with the estimated proceeds (including related tax benefits) from the disposition of businesses. (C) To reflect the following: - assumed notes due Masco Corporation - $151.4 million; Mr. Manoogian - $7.6 million; and borrowings under the Company's Revolving Credit Agreement - $121.0 million; to purchase 17 million shares of Company Common Stock and the warrant to purchase 10 million shares of Compa- ny Common Stock from Masco Corporation and 1 million shares of Company Common Stock from Mr. Manoogian, all of which were retired; - the related tax credit at appropriate U.S. statutory rate including state tax provision, net of federal tax benefit; (c) Exhibits. The following Exhibits are filed herewith: 99.a Stock Purchase Agreement dated as of October 15, 1996 between Masco Corporation and MascoTech, Inc. 99.b Stock Purchase Agreement dated as of October 15, 1996 between Richard A. Manoogian and MascoTech, Inc. 99.c Amendment No. 1 to Corporate Services Agreement made as of October 31, 1996 between Masco Corporation and Masco- Tech, Inc. 99.d Amendment No. 1 to Corporate Opportunities Agreement made as of October 31, 1996 between Masco Corporation and MascoTech, Inc. 99.e Amendment No. 1 to Amended and Restated Securities Purchase Agreement made as of October 31, 1996 between Masco Corporation and MascoTech, Inc. 99.f Press Release dated October 16, 1996 99.g Fourth Amendment to Credit Agreement, dated as of Octo- ber 30, 1996, by and among MascoTech, Inc., the banks party thereto, NBD, Bank, as Agent for the Banks, and Comerica Bank, The Bank of New York, Morgan Guaranty Trust Company of New York, and Nationsbank of North Carolina, N.A., as Co-Agents SIGNATURES 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, hereunto duly authorized. MASCOTECH, INC. By/s/ Timothy Wadhams Timothy Wadhams Vice President - Controller and Treasurer Date: November 13, 1996 EXHIBIT INDEX Exhibit No. Description 99.a Stock Purchase Agreement dated as of October 15, 1996 between Masco Corporation and MascoTech, Inc. 99.b Stock Purchase Agreement dated as of October 15, 1996 between Richard A. Manoogian and MascoTech, Inc. 99.c Amendment No. 1 to Corporate Services Agreement made as of October 31, 1996 between Masco Corporation and MascoTech, Inc. 99.d Amendment No. 1 to Corporate Opportunities Agreement made as of October 31, 1996 between Masco Corporation and MascoTech, Inc. 99.e Amendment No. 1 to Amended and Restated Securities Purchase Agreement made as of October 31, 1996 between Masco Corpora- tion and MascoTech, Inc. 99.f Press Release dated October 16, 1996 99.g Fourth Amendment to Credit Agreement, dated as of October 30, 1996, by and among MascoTech, Inc., the banks party thereto, NBD, Bank, as Agent for the Banks, and Comerica Bank, The Bank of New York, Morgan Guaranty Trust Company of New York, and Nationsbank of North Carolina, N.A., as Co-Agents EX-99.A 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of October 15, 1996 (the "Agreement"), is between MASCO CORPORATION, a Delaware corporation ("Masco"), and MASCOTECH, INC., a Delaware corporation (the "Company"). WHEREAS, Masco is the record holder of 24,824,690 shares of the Company's Common Stock, par value $1.00 per share (the "Common Stock") and warrants to purchase 10,000,000 shares of Common Stock (the "Warrants"); and WHEREAS, Masco desires to sell and the Company desires to purchase 17,000,000 shares of Common Stock (the "Repurchased Stock") and all of the Warrants owned by Masco upon the terms and conditions hereinafter provided; and WHEREAS, Masco will own 7,824,690 shares of the Common Stock following the sale of the Repurchased Stock and Warrants (the "Remaining Common Stock"); and WHEREAS, Masco and the Company desire to provide the Company with a right of first refusal to repurchase the Remaining Common Stock upon the terms and conditions hereinafter provided; and WHEREAS, simultaneously herewith, the Company has entered into a stock purchase agreement with Richard A. Manoogian (the "Manoogian Agreement") providing for the Company to repurchase 1,000,000 shares of the Common Stock; NOW, THEREFORE, it is hereby agreed as follows: 1. PURCHASE AND SALE OF REPURCHASED STOCK AND WARRANTS: CLOSING. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof, Masco hereby agrees to sell, convey, transfer and deliver to the Company, and the Company hereby agrees to purchase from Masco, the Repurchased Stock and Warrants in consideration for the Purchase Price (as defined below). The "Purchase Price" for the Repurchased Stock and the Warrants shall be $266,375,000. Masco and the Company each hereby covenant and agree that they will discuss in good faith an appropriate allocation for tax purposes of the Purchase Price between the Repurchased Stock and the Warrants and will not take a position on any income tax return, before any governmental agency charged with the collection of any income tax, or in any judicial proceeding that is in any way inconsistent with such agreement. (b) The Purchase Price with respect to the Repurchased Stock shall be subject to adjustment as specified in this Section 1(b). (i) If, within six months after the Closing Date, (A) the Company enters into an agreement with respect to any merger, consolidation, tender offer or similar transaction (provided that this clause shall not apply to a transaction in which the Company is the surviving company in any merger or consolidation and in which the stock issued in such a transaction is less than 40% of the issued and outstanding Common Stock of the Company after the transaction), or to issue more than 40% of the Common Stock to any third party (and its affiliates); (B) the Company undertakes a recapitalization, extraordinary dividend, self-tender, spin-off or similar extraordinary transaction; or (C) any third party commences a tender or exchange offer for any capital stock of the Company as a result of which such third party (and its affiliates) acquires "beneficial ownership" (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 40% of the shares of the Common Stock, (any of the transactions referred to above in clauses (A), (B) and (C) being referred to as a "Transaction") and, in any such case referred to in clauses (A), (B) and (C) above, the price per share of Common Stock paid in such Transaction (or in the case of a recapitalization, extraordinary dividend, self-tender, spin-off or similar Transaction, the aggregate "price" of the amount distributed to holders of the Common Stock in such Transaction plus the "price" of any Common Stock paid calculated as provided below), exceeds $14.00, the Company shall pay to Masco, within two business days after the closing of the Transaction (or such later date as the "price" of the consideration has been determined as provided below), an amount in cash equal to 17,000,000 times the excess, if any, of such price over $14.00. (ii) In the event a Transaction shall involve consideration other than cash, then the "price" of such consideration for purposes of the foregoing formula shall be determined as follows: (A) If the consideration shall consist of securities traded on the New York Stock Exchange, the American Stock Exchange or on NASDAQ, then such securities shall be valued at an amount equal to the average closing prices (or, in the case of NASDAQ, the last sale prices) for such securities during the ten trading days preceding the completion of the Transaction. (B) In all other events, Masco and the Company shall engage in good faith discussion for not less than ten business days after the closing of the Transaction in an effort to agree upon a valuation. At the end of such period, if Masco and the Company have not agreed on a valuation, Masco and the Company shall mutually select an investment banker who shall determine and appropriate valuation and whose -2- fees and expenses shall be paid 50% by Masco and 50% by the Company. In such event the amount payable to Masco shall be paid promptly upon such valuation being determined. (iii) In the event that, after the date hereof, the Company is party to any transaction or takes any action that has a materially dilutive or anti-dilutive effect on the per share value of the shares of the Common Stock (e.g., a stock split) prior to a Transaction, Masco and the Company shall make such adjustments to the amounts payable to Masco under clause (i) above as shall be equitable to preserve the economic results intended by the parties as of the date hereof. (c) The closing of the purchase and sale of the Repurchased Stock and Warrants (the "Closing") shall take place at the offices of the Company at 21001 Van Born Road, Taylor, Michigan 48180 at 10:00 a.m. Detroit time not later than three business days following the satisfaction of the conditions set forth in Section 5 hereof, or at such other time as shall be agreed to in writing by the Company and Masco (the "Closing Date"). (d) At the Closing, (i) Masco will deliver to the Company (aa) a certificate or certificates evidencing the Repurchased Stock and (bb) the Warrants, being purchased by the Company hereby, free and clear of any claim, lien, pledge, option, charge, security interest or encumbrance of any nature whatsoever (collectively "Encumbrances"), duly endorsed for transfer to the Company's order or accompanied by stock powers with respect to the Repurchased Stock and such documentation with respect to the termination of the Warrants as may be reasonably requested, duly executed to the Company's order and with all requisite documentary or stock transfer tax stamps affixed as applicable; and (ii) the Company will pay to Masco the Purchase Price for the Repurchased Stock and Warrants by (aa) the wire transfer of $115,000,000 in immediately available funds to such bank account as Masco shall have designated in writing to the Company at least three days prior to the Closing, and (bb) the delivery to Masco of an unsecured Promissory Note in the principal amount of $151,375,000 substantially in the form attached as Exhibit A. 2. REPRESENTATIONS AND COVENANTS OF MASCO. Masco hereby represents, warrants and covenants to the Company as follows: (a) Organization and Good Standing. Masco is a corporation duly organized and validly existing under the laws of the State of Delaware. (b) Title to Common Stock. Masco is the record holder and sole beneficial owner of the Repurchased Stock and Warrants being sold pursuant to this Agreement and such Repurchased Stock and Warrants are free and clear of any Encumbrances. -3- (c) Authority, Execution and Delivery, Etc.. Masco has full corporate power and authority to enter into this Agreement and Masco has full corporate power to sell the Repurchased Stock and Warrants in accordance with the terms hereof. The execution, delivery and performance of this Agreement have been duly authorized by Masco and no other actions on the part of Masco are required. This Agreement has been duly executed and delivered by Masco and constitutes the valid and binding obligation of Masco, enforceable against Masco in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity). (d) Consents, No Conflicts, Etc.. Neither the execution and delivery of this Agreement, the consummation by Masco of the transactions contemplated by this Agreement nor compliance by Masco with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate or conflict with any provision of the organizational documents of Masco or any agreement, instrument, judgment, decree, statute or regulation applicable to Masco or any assets or properties of Masco, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Masco or any material assets or properties of Masco or (iii) require Masco to obtain any material consent, approval, permission or other authorization of or by, or to make any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in Masco's filings pursuant to the federal securities laws. (e) No Brokers. Masco has not entered into, and will not enter into, any agreement, arrangement or understanding with any person or firm with respect to the Repurchased Stock and Warrants which will result in the obligation of the Company to pay any finder's fee, brokerage commission or similar payment in connection with the transactions contemplated hereby. Masco will pay the fees and expenses of Merrill Lynch incurred in connection with the transactions contemplated by this Agreement and agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities and obligations with respect to any finder's fees, brokerage commissions or similar payments asserted by any person on the basis of any act or statement alleged to have been made by Masco. (f) Access to Information. Masco acknowledges that it has been offered access to the business records of the Company and such additional information as it has requested in order that it may make an informed decision regarding the transactions contemplated hereby and has been given the opportunity to meet with Company officials and to have representatives of the Company answer questions regarding the Company's affairs and condition. Masco is an experienced and sophisticated participant in transactions of the kind contemplated hereby, is capable of evaluating the merits and risks of transactions of the kind contemplated hereby, is experienced in the evaluation of enterprises such as the Company and has undertaken such investigation and evaluated such information regarding -4- the Company as it has deemed necessary to make an informed and intelligent decision with respect to the execution and performance of this Agreement. (g) Disclosure. Masco has made all disclosures to the Company concerning the Common Stock and the Warrants as required by applicable law. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. The Company hereby represents, warrants and covenants to Masco as follows: (a) Organization and Good Standing. The Company is a corporation duly, validly existing and in good standing under the laws of the State of Delaware. (b) Authority, Execution and Delivery, Etc. The Company has full corporate power and authority to enter into this Agreement and to purchase the Repurchased Stock and Warrants in accordance with the terms hereof. The execution, delivery and performance of this Agreement have been duly authorized by the Company and no other actions on the part of the Company are required. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity). (c) Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of the Company or any agreement, instrument, judgment, decree, statute or regulation applicable to the Company or any assets or properties of the Company, (ii) violate any material order, writ, injunction, decree, statute rule or regulation applicable to the Company or any material assets or properties of the Company or (iii) except as set forth in the Credit Agreement, dated as of September 2, 1993, as amended, among the Company, the banks signatory thereto, and NBD Bank (formerly, NBD Bank, N.A.), as Agent (the "Credit Agreement") require any material consent, approval, permission or other authorization of or by, or any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in the Company's filings pursuant to the federal securities laws and the rules of the New York Stock Exchange. (d) After giving effect to the repurchase of the Repurchased Stock and Warrants and the transactions contemplated by the Manoogian Agreement, the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses. The completion of the transactions contemplated hereby and thereby will comply with the Delaware General Corporation -5- Law. The Company is not a party to, and is not engaged in discussions with any third person with respect to any agreement other than the Manoogian Agreement pursuant to which the Company would repurchase any material amount of its shares of its capital stock and, except as previously disclosed in its public filings with the Securities and Exchange Commission (the "Commission"), the Company is not a party to, and is not engaged in any discussions with any third person with respect to any agreement to issue any material amount of its securities. (e) No Material Changes. The Company has filed all required forms, reports and documents with the Commission required to be filed by it since December 31, 1994 pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (collectively, the "Company SEC Documents"), all of which have complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and such rules and regulations. As of their respective dates, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than as disclosed in the documents referred to in this Section 3(e), since the filing of the Quarterly Report on Form 10-Q for the period ended June 30, 1996, there has been no material adverse change in the results of operations or financial condition of the Company. (f) No Brokers. The Company has not entered into and will not enter into any agreement, arrangement or understanding with any person or firm which will result in the obligation of Masco to pay any finder's fee, brokerage commission or similar payment in connection with the transactions contemplated hereby. The Company will pay the fees and expenses of Smith Barney Inc. incurred in connection with the transactions contemplated by this Agreement and agrees to indemnify and hold Masco harmless from and against any and all claims, liabilities and obligations with respect to any such fees and expenses and finder's fees, brokerage commissions or similar payments asserted by any person on the basis of any act or statement alleged to have been made by the Company. (g) Adequacy of Capital and Surplus. As of the date hereof the transactions contemplated hereby and under the Manoogian Agreement could be consummated without the capital of the Company being impaired under the Delaware General Corporation Law. 4. OTHER AGREEMENTS. (a) Right of First Refusal Upon Receipt of Offer. (i) If prior to September 30, 2000 Masco receives a bona fide offer from another person or entity to purchase any of the Remaining Common Stock (other than a sale which is intended to comply with Rule 144 under the Securities Act of 1933) (the "Offer"), and Masco desires to accept the Offer, Masco shall first give written notice to the Company of the transfer (the "Transfer Notice"). In addition to stating the intention to accept the Offer, the Transfer Notice shall state the name and address of the proposed transferee, the number -6- of shares of Remaining Common Stock to be transferred, the price per share, the terms of payment and any other material terms of the sale. The Transfer Notice shall not be effective unless accompanied by a copy of the Offer. For 15 days after receipt of the Transfer Notice and Offer, the Company shall have a first option to purchase all of the Remaining Common Stock proposed to be transferred, at the price and on the terms of the proposed transfer. The Company may exercise the option by the personal delivery or mailing within the option period of written notice to Masco, which notice shall specify the number of shares to be purchased, the purchase price and the terms of the purchase. If the Company fails to exercise its option to purchase the shares of the Remaining Common Stock proposed to be transferred, such shares may be transferred to the transferee designated in the written notice given by Masco, at the price and on the terms described in the notice, within 60 days after the Company's option period expires. After the expiration of such 60 day period, no Remaining Common Stock may be transferred to any person without again complying with this Section 4(a). The 60-day period for the consummation of the closing shall be extended with respect to a transaction requiring the consent or approval of any government regulatory authority; provided, however, that any such extension shall be conditioned upon the following: (aa) Masco shall make all necessary applications for such consents and approvals within the 60-day period and shall thereafter diligently seek to obtain same, and (bb) in the event any necessary consent or approval is finally denied or an application for any necessary consent or approval withdrawn, the period for consummation of the transaction shall terminate without liability on the part of the Company to Masco or to the proposed purchaser of the shares of the Remaining Common Stock. (ii) If the Company exercises an option to purchase any of the Remaining Common Stock pursuant to Section 4(a)(i), the closing shall occur on the date which is 15 days following the Company's exercise of the option, or if such day is a Saturday, Sunday or holiday, on the first business day thereafter. Masco shall at closing endorse in blank and deliver to the Company all instruments evidencing the purchased shares. The Company shall deliver payment to Masco for the purchased shares of the Remaining Common Stock at the closing and shall have the option to deliver debt to the extent and on the same terms as those specified in the Offer. (b) Right of First Refusal Upon Request for Secondary Registration. If prior to September 30, 2000 Masco requests that the Company register under the Securities Act of 1933 or otherwise any of the Remaining Common Stock in accordance with the terms of the Registration Agreement, dated as of March 31, 1993, between the Company and Masco, the Company shall have a first option to purchase all of the Remaining Common Stock proposed to be registered (the "Registrable Stock") for a period of 15 days after receipt of the request. The per share price to be paid by the Company to purchase the Registrable Stock shall be an amount equal to 97% of the average closing prices (or, in the case of NASDAQ, the last sale prices) of the Common Stock on the New York Stock Exchange (or such other national securities exchange or NASDAQ upon which the Common Stock is then traded) during the 20 trading days preceding the date of receipt of the request for registration of the Registrable Stock. If the Company exercises an option to purchase the Registrable Stock, the -7- closing shall occur within 15 days following the Company's exercise of the option. Masco and the Company agree that the Registration Agreement is amended hereby to the extent provided in this Section 4 (b). (c) Masco Standstill Period. During the period (the "Standstill Period") commencing on the date hereof and ending on the second anniversary of the Closing Date, Masco shall not, and shall cause each of its subsidiaries not to, singly or as part of any group (as this term is defined in Section 13(d)(3) of the Exchange Act), directly or indirectly, take any of the following actions, provided that nothing in this Section 4(c) shall restrict or limit the free exercise by Masco of any of its voting rights in respect of the Remaining Common Stock: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase, gift or otherwise, any shares of Common Stock of the Company or any direct or indirect rights or options to acquire any such Common Stock or any securities convertible or exercisable into or exchangeable for Common Stock, if such acquisition would increase the beneficial ownership by Masco and its subsidiaries of the Common Stock outstanding by more than 1% as compared with its ownership immediately after completion of the transactions contemplated hereby; (ii) agree with any person or participate with any person in any effort or attempt to do or seek to do any of the foregoing; or (iii) publicly request the Company (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 4(c) or otherwise publicly seek any modification to or wavier of any of Masco's agreements or obligations under this Section 4(c). (d) Company Standstill Period. During the Standstill Period, the Company shall not, and shall cause each of its subsidiaries not to, singly or as part of any group (as this term is defined in Section 13(d)(3) of the Exchange Act), directly or indirectly, take any of the following actions: (i) acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase, gift or otherwise, any shares of Common Stock of Masco or any direct or indirect rights or options to acquire any such Common Stock or any securities convertible or exercisable into or exchangeable for such Common Stock, if as a result of such acquisition, the Company and its subsidiaries would beneficially own 5% or more of such Common Stock outstanding; (ii) agree with any person or participate with any person in any effort or attempt to do or seek to do any of the foregoing; or (iii) publicly request Masco (or its directors, officers, employees or agents), directly or indirectly, to amend or waive any provision of this Section 4(d) or otherwise publicly seek -8- any modification to or wavier of any of the Company's agreements or obligations under this Section 4(d). (e) Best Efforts by the Company. The Company agrees to use its best efforts to obtain the waivers and consents referred to in Section 5(a)(iii) below and, if necessary, the substitute financing referred to therein. (f) Cooperation. Masco and the Company will each cooperate with the other and use reasonable efforts to cause the fulfillment of the conditions to the other's obligations hereunder. Without limiting the generality of the foregoing, if any order, decree, preliminary or permanent injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court or other governmental authority having jurisdiction which prohibits or restricts the consummation of the transactions contemplated hereby, or if any action, suit, claim or proceeding before any court or governmental authority shall be threatened or shall have been commenced and be pending which seeks to prohibit or restrict the consummation of the transactions contemplated hereby, each of Masco and the Company shall use reasonable efforts and take such actions as may be necessary, at its own expense, to have any such order, stay, judgment or decree lifted or dismissed and any such suit, action or proceeding dismissed or terminated. 5. CONDITIONS TO THE CLOSING. (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of Masco shall be true and correct in all material respects (and by the tendering of the Repurchased Stock and Warrants by Masco at the Closing Masco shall be deemed to have represented and warranted that this is so) and Masco shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock and Warrants; (iv) Masco shall have delivered to the Company duly executed amendments to the Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; -9- (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from Mr. Manoogian; and (vii) the purchase of the Repurchased Stock and Warrants shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. (b) It shall be a condition to the obligations of Masco to sell the Repurchased Stock and Warrants at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock and Warrants; (iii) the Company shall have delivered to Masco duly executed amendments to the Corporate Services Agreement, the Corporate Opportunities Agreement, and the Amended and Restated Securities Purchase Agreement, substantially in the forms attached hereto as Exhibits B, C, and D, respectively; and (iv) there shall be a simultaneous closing of the Company's repurchase of 1,000,000 shares of Common Stock from Mr. Manoogian. 6. SPECIFIC PERFORMANCE. (a) Masco acknowledges that money damages are an inadequate remedy for a breach of this Agreement which would prevent consummation of the sale of the Repurchased Stock and Warrants to the Company because of the difficulty of ascertaining the amount of damage that would be suffered by the Company in such event. Therefore, Masco agrees that the Company may obtain specific performance to mandate the sale of the Repurchased Stock and Warrants to the Company in accordance with this Agreement in the event Masco's breach would otherwise prevent consummation of the sale of the Repurchased Stock and Warrants to the Company as set forth in this Agreement. (b) The Company acknowledges that money damages are an inadequate remedy for a breach of this Agreement which would prevent consummation of the purchase of the Repurchased Stock and Warrants by the Company because of the difficulty of ascertaining the amount of damage that would -10- be suffered by Masco in such event. Therefore, the Company agrees that Masco may obtain specific performance to mandate the purchase of the Repurchased Stock and Warrants by the Company in accordance with this Agreement in the event the Company's breach would otherwise prevent consummation of the purchase of the Repurchased Stock and Warrants by the Company as set forth in this Agreement. 7. MISCELLANEOUS. (a) Expenses. Each party shall be liable for its own expenses in connection with the transactions contemplated by this Agreement. (b) Amendments, Etc. All amendments or waivers of any provisions of this Agreement may only be made pursuant to a written instrument executed by the parties hereto or their successors and assigns. (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; nothing in this Agreement is intended to confer on any person or entity other than the parties hereto and their respective successors and assigns any rights, remedies, obligations or liabilities by reason of this Agreement. (d) Notices. All notices, requests and other communications provided for hereunder shall be effective upon receipt, shall be in writing and shall be deemed to have been duly given if delivered in person or by courier, telegraph, telex or by facsimile transmission with electromechanical report of delivery: If to the Company: MascoTech, Inc. 21001 Van Born Road Taylor, Michigan 48180 Attention: Lee M. Gardner With a copy to: Dykema Gossett PLLC 1577 North Woodward Avenue Bloomfield Hills, Michigan 48304-2820 Attention: Rex E. Schlaybaugh, Jr., Esq. -11- If to Masco: Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 Attention: Frank M. Hennessey With a copy to: Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 Attention: John R. Leekley, Esq. or to such other address with respect to any party as such party shall notify the others in writing. (e) Governing Law and Jurisdiction. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Michigan (without regard to the choice of law provisions thereof). (f) Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. (h) Public Announcements. Without prior consultation with the other party, neither Masco nor the Company will issue any press release or public announcement of the transactions contemplated hereby. (i) Complete Agreement. This Agreement and the Exhibits attached hereto contain the entire agreement between the parties with respect to the subject matter hereof and, except as provided herein, supersedes all previous negotiations, commitments and writings. (j) Termination. This Agreement shall terminate if the Closing contemplated hereby shall not have occurred on or prior to December 31, 1996. Notwithstanding the foregoing, the provisions of Section 7(a) and 7(h) shall survive termination of this Agreement. -12- IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first above written. MASCO CORPORATION By: /s/ John R. Leekley John R. Leekley Senior Vice President and General Counsel MASCOTECH, INC. By: /s/ Timothy Wadhams Timothy Wadhams Vice President, Controller and Treasurer -13- EX-99.B 3 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT, dated as of October 15, 1996 (the "Agreement"), is between Richard A. Manoogian ("Manoogian"), and MASCOTECH, INC., a Delaware corporation (the "Company"). WHEREAS, Manoogian is the beneficial owner of shares of the Company's Common Stock, par value $1.00 per share (the "Common Stock"); and WHEREAS, Manoogian desires to sell and the Company desires to purchase 1,000,000 shares of Common Stock (the "Repurchased Stock") owned beneficially by Manoogian upon the terms and conditions hereinafter provided; and WHEREAS, simultaneously herewith the Company has entered into a stock purchase agreement with Masco Corporation (the "Company Agreement") providing for the Company to repurchase 17,000,000 shares of Common Stock and warrants to purchase 10,000,000 shares of Common Stock; NOW, THEREFORE, it is hereby agreed as follows: 1. PURCHASE AND SALE OF REPURCHASED STOCK; CLOSING. (a) Subject to the satisfaction or waiver of the conditions set forth in Section 5 hereof, Manoogian hereby agrees to sell, convey, transfer and deliver to the Company, and the Company hereby agrees to purchase from Manoogian, the Repurchased Stock in consideration for $13,625,000 (the "Purchase Price"). (b) The closing of the purchase and sale of the Repurchased Stock (the "Closing") shall take place at the offices of the Company at 21001 Van Born Road, Taylor Michigan 48180 at 10:00 a.m. Detroit time not later than three business days following the satisfaction of the conditions set forth in Section 5 hereof, or at such other time as shall be agreed to in writing by the Company and Manoogian (the "Closing Date"). (c) At the Closing, (i) Manoogian will deliver to the Company a certificate or certificates evidencing the Repurchased Stock being purchased by the Company hereby, free and clear of any claim, lien, pledge, option, charge, security interest or encumbrance of any nature whatsoever (collectively "Encumbrances"), duly endorsed for transfer to the Company's order or accompanied by stock powers duly executed to the Company's order and with all requisite documentary or stock transfer tax stamps affixed; and (ii) the Company will pay to Manoogian the Purchase Price for the Repurchased Stock by (aa) the wire transfer of $6,000,000 in immediately available funds to such bank account as Manoogian shall have designated in writing to the Company at least three days prior to the Closing, and (bb) the delivery to Manoogian of an unsecured Promissory Note in the principal amount of $7,625,000 substantially in the form attached as Exhibit A. 2. REPRESENTATIONS AND COVENANTS OF MANOOGIAN. Manoogian hereby represents, warrants and covenants to the Company as follows: (a) Title to Common Stock. Manoogian is the record holder and sole beneficial owner of the Repurchased Stock being sold pursuant to this Agreement and such Repurchased Stock will be delivered free and clear of any Encumbrances. (b) Authority: Execution and Delivery, Etc. Manoogian has full power and authority to enter into this Agreement and Manoogian has full power to sell the Repurchased Stock in accordance with the terms hereof. This Agreement has been duly executed and delivered by Manoogian and constitutes the valid and binding obligation of Manoogian, enforceable against Manoogian in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity). (c) Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by Manoogian of the transactions contemplated by this Agreement nor compliance by Manoogian with any of the provisions hereof will (with or without the giving of notice or the passage of time) at the time of delivery of the Repurchased Stock (i) violate or conflict with any agreement, instrument, judgment or decree applicable to Manoogian or any assets or properties of Manoogian, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Manoogian or any material assets or properties of Manoogian or (iii) require Manoogian to obtain any material consent, approval, permission or other authorization of or by, or to make any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in Manoogian's filings pursuant to the federal securities laws. (d) No Brokers. Manoogian has not entered into, and will not enter into, any agreement, arrangement or understanding with any person or firm with respect to the Repurchased Stock which will result in the obligation of the Company to pay any finder's fee, brokerage commission or similar payment in connection with the transactions contemplated hereby. Manoogian agrees to indemnify and hold the Company harmless from and against any and all claims, liabilities and obligations with respect to any finder's fees, brokerage commissions or similar payments asserted by any person on the basis of any act or statement alleged to have been made by Manoogian. 2 (e) Access to Information. Manoogian acknowledges that he has been offered access to the business records of the Company and such additional information as he has requested in order that he may make an informed decision regarding the transactions contemplated hereby and has been given the opportunity to meet with Company officials and to have representatives of the Company answer questions regarding the Company's affairs and condition. Manoogian is an experienced and sophisticated participant in transactions of the kind contemplated hereby, is capable of evaluating the merits and risks of transactions of the kind contemplated hereby, is experienced in the evaluation of enterprises such as the Company and has undertaken such investigation and evaluated such information regarding the Company as he has deemed necessary to make an informed and intelligent decision with respect to the execution and performance of this Agreement. 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY. The Company hereby represents, warrants and covenants to Manoogian as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Authority, Execution and Delivery, Etc. The Company has full corporate power and authority to enter into this Agreement and to purchase the Repurchased Stock in accordance with the terms hereof. The execution, delivery and performance of this Agreement have been duly authorized by the Company and no other actions on the part of the Company are required. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and except as rights to specific enforcement may be limited by the application of equitable principles (whether such equitable principles are applied in a proceeding at law or in equity). (c) Consents, No Conflicts, Etc. Neither the execution and delivery of this Agreement, the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof will (with or without the giving of notice or the passage of time) (i) violate or conflict with any provision of the Certificate of Incorporation or By-Laws of the Company or any agreement, instrument, judgment, decree, statute or regulation applicable to the Company or any assets or properties of the Company, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any material assets or properties of the Company or (iii) except as set forth in the Credit Agreement, dated as of September 2, 1993, as amended, among the Company, the banks signatory thereto, and NBD Bank (formerly, NBD Bank, N.A.), as Agent (the "Credit Agreement"), require any material consent, approval, permission or other authorization of or by, or to make any material designation, declaration, filing, registration or qualification with, any court, arbitrator or governmental, administrative or self-regulatory authority or any other third party whatsoever, other than any disclosure of the transactions contemplated hereby that may be required in the Company's filings pursuant to the federal securities laws and the rules of the New York Stock Exchange. 3 (d) After giving effect to the repurchase of the Repurchased Stock and the transactions contemplated by the Company Agreement, the Company will not be insolvent and will not have unreasonably small capital with which to engage in its businesses. The completion of the transactions contemplated hereby and thereby will comply with the Delaware General Corporation Law. The Company is not a party to, and is not engaged in any discussions with any third person with respect to any agreement other than the Company Agreement pursuant to which the Company would repurchase any material amount of its shares of its capital stock and, except as previously disclosed in its public filing with the Securities and Exchange Commission (the "Commission"), the Company is not a party to, and is not engaged in any discussions with any third person with respect to any agreement to issue any material amount of its securities. (e) No Material Changes. The Company has filed all required forms, reports and documents with the Commission required to be filed by it since December 31, 1994 pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (collectively, the "Company SEC Documents"), all of which have complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and such rules and regulations. As of their respective dates, the Company SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Other than as disclosed in the documents referred to in this Section 3(e), since the filing of the Quarterly Report on Form 10-Q for the period ended June 30, 1996, there has been no material adverse change in the results of operations or financial condition of the Company. (f) No Brokers. The Company has not entered into and will not enter into any agreement, arrangement or understanding with any person or firm which will result in the obligation of Manoogian to pay any finder's fee, brokerage commission or similar payment in connection with the transactions contemplated hereby. The Company will pay the fees and expenses of Smith Barney Inc. incurred in connection with the transactions contemplated by this Agreement and agrees to indemnify and hold Manoogian harmless from and against any and all claims, liabilities and obligations with respect to any such fees and expenses and finder's fees, brokerage commissions or similar payments asserted by any person on the basis of any act or statement alleged to have been made by the Company. (g) Adequacy of Capital and Surplus. As of the date hereof the transactions contemplated hereby and under the Company Agreement could be consummated without the capital of the Company being impaired under the Delaware General Corporation Law. 4. OTHER AGREEMENTS. (a) Cooperation. Manoogian and the Company will each cooperate with the other and use reasonable efforts to cause the fulfillment of the conditions to the other's obligations hereunder. Without limiting the generality of the foregoing, if any order, decree, preliminary or permanent 4 injunction or restraining order shall have been enacted, entered, promulgated or enforced by any court or other governmental authority having jurisdiction which prohibits or restricts the consummation of the transactions contemplated hereby, or if any action, suit, claim or proceeding before any court or governmental authority shall be threatened or shall have been commenced and be pending which seeks to prohibit or restrict the consummation of the transactions contemplated hereby, each of Manoogian and the Company shall use reasonable efforts and take such actions as may be necessary, at his or its own expense, as the case may be, to have any such order, stay, judgment or decree lifted or dismissed and any such suit, action or proceeding dismissed or terminated. 5. CONDITIONS TO THE CLOSING. (a) It shall be a condition to the Company's obligation to purchase the Repurchased Stock at the Closing that: (i) the representations and warranties of Manoogian shall be true and correct in all material respects (and by the tendering of the Repurchased Stock by Manoogian at the Closing Manoogian shall be deemed to have represented and warranted that this is so) and Manoogian shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock; (iii) the Company shall have obtained any waiver or consent required under the Credit Agreement or shall have obtained substitute financing on terms reasonably acceptable to the Company in order to repurchase the Repurchased Stock; (iv) Masco Corporation ("Masco") shall have delivered to the Company duly executed amendments to the following agreements with Masco: Corporate Services Agreement, dated as of January 1, 1987, the Corporate Opportunities Agreement, dated as of May 1, 1984, and the Amended and Restated Securities Purchase Agreement, dated as of November 23, 1993; (v) Masco shall have delivered to the Company a duly executed termination of the Warrant Agreement, dated as of March 31, 1993, between Masco and the Company; (vi) there shall be a simultaneous closing under the Company Agreement; and (vii) the purchase of the Repurchased Stock shall not result in the capital of the Company being impaired under the Delaware General Corporation Law. 5 (b) It shall be a condition to the obligations of Manoogian to sell the Repurchased Stock at the Closing that: (i) the representations and warranties of the Company shall be true and correct in all material respects (and by tendering the Purchase Price at the Closing the Company shall be deemed to have represented and warranted that this is so) and the Company shall have complied in all material respects with all covenants required to be performed prior to the Closing Date; (ii) there is not in effect at the time any preliminary or permanent injunction or other order by any court or governmental authority having jurisdiction which prevents or restrains the purchase or sale and delivery of the Repurchased Stock; and (iii) there shall be a simultaneous closing under the Company Agreement. 6. SPECIFIC PERFORMANCE. (a) Manoogian acknowledges that money damages are an inadequate remedy for a breach of this Agreement which would prevent consummation of the sale of the Repurchased Stock to the Company because of the difficulty of ascertaining the amount of damage that would be suffered by the Company in such event. Therefore, Manoogian agrees that the Company may obtain specific performance to mandate the sale of the Repurchased Stock to the Company in accordance with this Agreement in the event Manoogian's breach would otherwise prevent consummation of the sale of the Repurchased Stock to the Company as set forth in this Agreement. (b) The Company acknowledges that money damages are an inadequate remedy for a breach of this Agreement which would prevent consummation of the purchase of the Repurchased Stock by the Company because of the difficulty of ascertaining the amount of damage that would be suffered by Manoogian in such event. Therefore, the Company agrees that Manoogian may obtain specific performance to mandate the purchase of the Repurchased Stock by the Company in accordance with this Agreement in the event the Company's breach would otherwise prevent consummation of the purchase of the Repurchased Stock by the Company as set forth in this Agreement. 7. MISCELLANEOUS. (a) Expenses. Each party shall be liable for his or its own expenses, as the case may be, in connection with the transactions contemplated by this Agreement. (b) Amendments, Etc. All amendments or waivers of any provisions of this Agreement may only be made pursuant to a written instrument executed by the parties hereto or their successors and assigns. 6 (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; nothing in this Agreement is intended to confer on any person or entity other than the parties hereto and their respective successors and assigns any rights, remedies, obligations or liabilities by reason of this Agreement. (d) Notices. All notices, requests and other communications provided for hereunder shall be effective upon receipt, shall be in writing and shall be deemed to have been duly given if delivered in person or by courier, telegraph, telex or by facsimile transmission with electromechanical report of delivery: If to the Company: MascoTech, Inc. 21001 Van Born Road Taylor, Michigan 48180 Attention: Lee M. Gardner With a copy to: Dykema Gossett PLLC 1577 North Woodward Avenue Bloomfield Hills, Michigan 48304-2820 Attention: Rex E. Schlaybaugh, Jr., Esq. If to Manoogian: c/o Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 Attention: Richard A. Manoogian With a copy to: Masco Corporation 21001 Van Born Road Taylor, Michigan 48180 Attention: John R. Leekley, Esq. or to such other address with respect to any party as such party shall notify the others in writing. (e) Governing Law and Jurisdiction. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Michigan (without regard to the choice of law provisions thereof). 7 (f) Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. (h) Complete Agreement. This Agreement and the Exhibits attached hereto contain the entire agreement between the parties with respect to the subject matter hereof and, except as provided herein, supersedes all previous negotiations, commitments and writings. (i) Termination. This Agreement shall terminate if the Closing contemplated hereby shall not have occurred on or prior to December 31, 1996. Notwithstanding the foregoing, the provisions of Section 7(a) shall survive termination of this Agreement. IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first above written. /s/ Richard A. Manoogian RICHARD A. MANOOGIAN MASCOTECH, INC. By:/s/ Timothy Wadhams Timothy Wadhams Vice President, Controller and Treasurer 8 EX-99.C 4 AMENDMENT NO. 1 TO CORPORATE SERVICES AGREEMENT This Amendment is made as of October 31, 1996 between Masco Corporation, a Delaware corporation ("Masco"), and MascoTech, Inc., f/k/a Masco Industries, Inc., a Delaware corporation ("Tech"), concerning that certain Corporate Services Agreement (the "Services Agreement"), dated as of January 1, 1987, between Masco and Tech. All capitalized terms not otherwise defined in this Amendment shall have the meanings given them in the Services Agreement. A. Masco holds 24,824,690 shares of the Common Stock, par value $1.00 per share, of Tech (the "Tech Common Stock"); B. Concurrently herewith, Tech has, among other things, repurchased from Masco 17,000,000 shares of the Tech Common Stock; C. In connection therewith, Masco and Tech desire to amend certain provisions of the Services Agreement as set forth herein. IN CONSIDERATION of the mutual covenants and agreements contained in this Amendment, the parties agree to amend the Services Agreement as follows: 1. All references to "Industries" are hereby revised to be references to "Tech". 2. Paragraph 5 is hereby amended to read in its entirety as follows: 5. The term of this Agreement shall expire on September 30, 1998; provided however, that the term shall be extended automatically for a period of one year each October 1 thereafter, subject to either party's right to terminate this Agreement by written notice to the other received at least 90 days prior to any such October 1. Termination of this Agreement shall not relieve either party of its obligations accruing hereunder through the effective date of termination. 3. All other terms and conditions of the Services Agreement are hereby ratified and confirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment as of the date first above written. MASCO CORPORATION By: /s/ John R. Leekley Name: John R. Leekley Title:Senior Vice President and General Counsel MASCOTECH, INC. By: /s/ Timothy Wadhams Name: Timothy Wadhams Title: Vice President-Controller and Treasurer BH\ 85378 ID\ DRM 2 EX-99.D 5 AMENDMENT NO. 1 TO CORPORATE OPPORTUNITIES AGREEMENT This Amendment is made as of October 31, 1996 between Masco Corporation, a Delaware corporation ("Masco"), and MascoTech, Inc., f/k/a Masco Industries, Inc., a Delaware corporation ("Tech"), concerning that certain Corporate Opportunities Agreement (the "Opportunities Agreement"), dated as of May 1, 1987, between Masco and Tech. All capitalized terms not otherwise defined in this Amendment shall have the meaning given them in the Opportunities Agreement. A. Masco holds 24,824,690 shares of the Common Stock, par value $1.00 per share, of Tech (the "Tech Common Stock"); B. Concurrently herewith, Tech has, among other things, repurchased from Masco 17,000,000 shares of the Tech Common Stock; C. In connection therewith, Masco and Tech desire to amend certain provisions of the Opportunities Agreement as set forth herein. IN CONSIDERATION of the mutual covenants and agreements contained in this Amendment, the parties agree to amend the Opportunities Agreement as follows: 1. All references to "Industries" are hereby revised to be references to "Tech." 2. Paragraph 1 is hereby amended to read in its entirety as follows: 1. Business Opportunities for Tech. Neither Masco nor any of its subsidiaries shall consider undertaking any Third-Party Transaction (as hereinafter defined) which comes to the attention of Masco, Tech or any of their respective subsidiaries if such transaction involves metal-worked components, engineering or technical support services or aftermarket products in each case for the automotive industry and is not an Excluded Transaction (as hereinafter defined) unless Tech has first been provided with the opportunity to consider undertaking such transaction and thereafter either declines or fails, within a reasonable period, to conclude such transaction. 3. Paragraph 2 is hereby amended to read in its entirety as follows: 2. Business Opportunities for Masco. Neither Tech nor any of its subsidiaries shall consider undertaking any Third-Party Transaction which comes to the attention of Tech, Masco or any of their respective subsidiaries if such transaction involves home improvement or building products or services unless Masco has first been provided with the opportunity to consider undertaking such transaction and thereafter either declines or fails, within a reasonable period, to conclude such transaction, except that a transaction by or with Emco Limited shall not be subject to the prohibition in this paragraph 2. 4. Subparagraph 4(i) is hereby amended to read in its entirety as follows: (i) A "Third-Party Transaction" shall mean any acquisition, merger, consolidation or joint venture with, investment (other than investments solely in marketable securities or other noncontrolling minority investments) in or any similar transaction involving a party other than Tech, Masco, any of their respective subsidiaries or any other entities in which on the date hereof any of such corporations has investments not consisting solely of marketable securities. 5. Subparagraph 4(ii) is hereby amended to read in its entirety as follows: (ii) An "Excluded Transaction" shall mean any Third-Party Transaction with respect to a business which is not primarily involved in offering products or services to the automotive industry, including the automotive aftermarket. 6. Paragraph 5 is hereby amended to read in its entirety as follows: 5. Duration. The term of this Agreement shall expire on September 30, 1998; provided, however, that the term shall be extended automatically for a period of one year each October 1 thereafter, subject to either party's right to terminate this Agreement by written notice to the other received at least 90 days prior to any such October 1. Termination of this Agreement shall not relieve either party of its obligations accruing hereunder through the effective date of such termination. 7. All other terms and conditions of the Opportunities Agreement are hereby ratified and confirmed and remain in full force and effect. IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment as of the date first above written. MASCO CORPORATION By: /s/John R. Leekley Name: John R. Leekley Title: Senior Vice President and General Counsel MASCOTECH, INC. By: /s/ Timothy Wadhams Name: Timothy Wadhams Title: Vice President-Controller and Treasurer 2 EX-99.E 6 AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amendment is made as of October 31, 1996, between Masco Corporation, a Delaware corporation ("Masco"), and MascoTech, Inc., f/k/a Masco Industries, Inc., a Delaware corporation (the "Company" or the "Issuer"), concerning that certain Amended and Restated Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of November 23, 1993, between Masco and the Company. All capitalized terms not otherwise defined in this Amendment shall have the meanings given them in the Securities Purchase Agreement. A. Masco holds 24,824,690 shares of the Common Stock, par value $1.00 per share, of the Company (the "Tech Common Stock"); B. Concurrently herewith, the Company has, among other things, repurchased from Masco 17,000,000 shares of Tech Common Stock; C. In connection therewith, Masco and the Company desire to amend certain provisions of the Securities Purchase Agreement as set forth herein. IN CONSIDERATION of the mutual covenants and agreements contained in this Amendment, the parties agree to amend the Securities Purchase Agreement as follows: 1. Paragraph 1(b) is hereby amended to read in its entirety as follows: (b) The Securities shall be issued in separate series with the interest rate on each such series being a rate per annum that is the higher of: (I) 400 basis points over the average Treasury Rate (as hereinafter defined) for the week preceding the week in which the notice of purchase referred to in Paragraph 2 is given to Masco; or (ii) 75 basis points over the Comparable Debt Issuance Rate (as hereinafter defined). "Treasury Rate" means the rate for noncallable direct obligations of the United States ("Treasury Notes") having a remaining maturity of five years, as published in the Federal Reserve Statistical Release H.15(519) (or any successor publication provided by the Board of Governors of the Federal Reserve System) under the heading "Treasury Constant Maturities." If a rate for Treasury Notes having a remaining maturity of five years has not been so published or reported for the preceding week as provided above by 1:00 P.M., New York City time, on the day such notice is given to Masco, then the Treasury Rate shall be calculated by the Company and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of approximately 1:30 P.M., New York City time, on the date of such notice, of three leading primary United States government securities dealers selected by the Company for the purchase of Treasury Notes with a remaining maturity of five years. The "Comparable Debt Issuance Rate" means a per annum rate of interest determined as follows: Each of the Company and Masco shall select an investment banker within 3 business days from the date the notice of purchase referred to in Paragraph 2 is given to Masco, and those two investment bankers shall have 3 business days to select a third investment banker. Each of the three investment bankers shall have qualifications with respect to the sale of debt instruments of manufacturing and industrial companies. Each of the three investment bankers shall have 3 business days to determine, in its good faith opinion, the per annum rate of interest that the Company would be required to pay if it were to issue the relevant series of Securities to third party investors in a transaction negotiated at arms'-length and priced as of the date the notice of purchase referred to in Paragraph 2 is given to Masco, and each banker shall set forth its conclusion in a letter addressed to each of Masco and the Company and delivered to each of them by 12:00 noon EST on the 10th day from the date of the notice of purchase given to Masco. The arithmetic mean of the interest rates determined by each of the three investment bankers shall be the Comparable Debt Issuance Rate. 2. Paragraph 2(a) is hereby amended to read in its entirety as follows: (a) Subject to the terms and conditions set forth herein, Masco agrees to purchase, at par, at any time or from time to time on or before March 31, 2002, upon the Company's written notice, up to $200 million aggregate principal amount of Securities (the "Commitment"). The Company's written notice shall specify the principal amount of Securities that Masco is required to purchase (which for each respective issuance of Securities shall be $10 million or any larger multiple of $1,000,000). The interest rate for such Securities shall be determined in accordance with the provisions of Paragraph 1(b). 3. The first sentence of Paragraph 3(a) is hereby amended to read in its entirety as follows: (a) Any closing of a sale of Securities to Masco hereunder shall occur at Masco's offices on the 10th Business Day (as hereinafter defined) after the Company gives Masco the written notice referred to in Paragraph 2. 2 4. Section 5.2(b) of the Form of Subordinated Note attached as Exhibit A to the Securities Purchase Agreement is hereby amended to read in its entirety as follows: (b) The holder's right to tender under clause (a) above shall be triggered upon the occurrence of either of the following events: (I) Any person or group (an "other entity"), within the meaning of Section 13 (d) (3) of the Securities Exchange Act of 1934, shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the Securities Exchange Act of 1934, or at least 50% of the voting power for election of the Directors of the Issuer, or, (ii) The Issuer, directly or indirectly, consolidates or merges with any other entity or sells or leases its properties and assets substantially as an entirety to any other entity, provided that this clause shall not apply to a transaction in which the Company is the surviving company in any merger or consolidation and in which the stock issued in such a transaction is less than 40% of the common stock of the Company issued and outstanding after the transaction. 5. A new Section 2 (c) is hereby added to read in its entirety as follows: (c) The Commitment shall terminate upon the occurrence of either of the following events: (i) Any person or group (an "other entity"), within the meaning of Section 13 (d) (3) of the Securities Exchange Act of 1934, shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the Securities Exchange Act of 1934, or at least 50% of the voting power for election of the Directors of the Issuer, or, (ii) The Issuer, directly or indirectly, consolidates or merges with any other entity or sells or leases its properties and assets substantially as an entirety to any other entity, provided that this clause shall not apply to a transaction in which the Company is the surviving company in any merger or consolidation and in which the stock issued in such a transaction is less than 40% of the common stock of the Company issued and outstanding after the transaction. 6. All other terms and conditions of the Securities Purchase Agreement are hereby ratified and confirmed and remain in full force and effect. 3 IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment as of the date first above written. MASCO CORPORATION By:/s/ John R. Leekley Name: John R. Leekley Title: Senior Vice President and General Counsel MASCOTECH, INC. By: /s/ Timothy Wadhams Name: Timothy Wadhams Title: Vice President-Controller and Treasurer BH\ 85379 ID\ DRM 4 EX-99.F 7 FOR IMMEDIATE RELEASE October 16, 1996 MASCOTECH, INC. ANNOUNCES THE PURCHASE OF A MAJOR PORTION OF MASCO CORPORATION'S HOLDINGS IN MASCOTECH MascoTech, Inc. announced that it has reached an agreement for the purchase from Masco Corporation of 17 million shares of MascoTech common stock and warrants to purchase 10 million shares of MascoTech common stock, both of which are currently owned by Masco Corporation, for approximately $266 million. Under the agreement, $115 million cash is to be paid at closing with the balance of the consideration due within one year. The agreement also provides for the extension of the existing corporate services and financing commitment agreements between the two companies and is subject to MascoTech obtaining necessary approvals under its bank credit agreement. As part of this transaction, Richard A. Manoogian, Chairman of Masco Corporation, has also agreed to sell to MascoTech one million shares of MascoTech common stock at the current market price. His present 7 percent ownership in MascoTech common stock would remain approximately the same after the purchase from Masco Corporation is completed. Mr. Manoogian is also the Chairman of MascoTech. Masco Corporation has previously stated its intent to reduce its equity ownership interest in MascoTech from the present 45 percent to under 20 percent. This transaction, taking into account the mandatory conversion in 1997 of MascoTech's outstanding preferred stock into common stock, will result in Masco Corporation owning approximately 16 percent of MascoTech's common stock. Although this transaction will result in additional leverage of MascoTech's balance sheet in the near term, MascoTech believes that the substantial reduction in MascoTech common shares outstanding should enhance the long-term financial returns to MascoTech's shareholders. Headquartered in Taylor, Michigan, MascoTech's transportation-related businesses include metalworked components primarily for vehicle powertrain and drivetrain applications, engineering and other technical support services and automotive aftermarket products. EX-99.G 8 Execution Copy FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 30, 1996 (this "Amendment") is by and among MASCOTECH, INC., a Delaware corporation, the Banks, NBD BANK, a Michigan banking corporation, as Agent for the Banks, and COMERICA BANK, a Michigan banking corporation, THE BANK OF NEW YORK, a New York banking corporation, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York banking association, and NATIONSBANK OF NORTH CAROLINA, N.A., a national banking association, as Co-Agents. RECITALS A. The Company, the Banks, the Agent and the Co-Agents are parties to a Credit Agreement dated as of September 2, 1993, as amended by a First Amendment to Credit Agreement dated as of June 29, 1994, a Second Amendment to Credit Agreement dated as of December 21, 1994 and a Third Amendment to Credit Agreement dated as of September 28, 1995. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed thereto in such Agreement. B. The Company, the Banks, the Agent and the Co-Agents are willing to amend the Agreement as set forth herein. TERMS In consideration of the premises and of the mutual agreements herein contained, the parties hereby agree as follows: ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article III hereof, the Agreement shall be amended as follows: 1.1 The definition of "Available Masco Corporation Funding Commitment" contained in Section 1.1 is amended by adding the following to the end thereof: "provided that such "Commitment" relates only to the purchase by Masco Corporation of equity securities of the Company or of Subordinated Debt of the Company." 1.2 The definition of "Current Liabilities" contained in Section 1.1 is amended by adding the following to the end thereof: "and shall not include up to $151,375,000 of Debt of the Company to Masco Corporation incurred in connection with the Company redeeming shares of its outstanding common stock from Masco Corporation after October 15, 1996 but prior to December 31, 1996." Section 7.5 is hereby restated in its entirety as follows: Total Leverage Ratio. The Company will not permit or suffer the Total Leverage Ratio to be greater than (a) 1.75 to 1.0 as of the last day of any fiscal quarter of the Company occurring during the period from January 1, 1994 through December 30, 1994, (b) 1.75 to 1.0 as of the last day of any fiscal quarter of the Company during the period from December 31, 1994 through March 31, 1995, (c) 1.65 to 1.0 as of the last day of any fiscal quarter of the Company occurring during the period from April 1, 1995 through December 30, 1995, (d) 1.40 to 1.0 as of December 31, 1995, (e) 1.65 to 1.0 as of the last day of any fiscal quarter of the Company occurring during the period from January 1, 1996 through September 30, 1996, (f) 2.95 to 1.0 as of the last day of any fiscal quarter of the Company occurring during the period from October 1, 1996 through June 30, 1997, (g) 1.5 to 1.0 as of the last day of any fiscal quarter of the Company occurring during the period from July 1, 1997 through December 30, 1997, (h) 1.0 to 1.0 as of December 31, 1997, (i) 1.25 to 1.0 as of the last day of any fiscal quarter of the Company occurring during the period from January 1, 1998 through December 30, 1998, (j) 1.0 to 1.0 as of December 31, 1998, and (k) 1.25 to 1.0 as of the last day of any fiscal quarter of the Company thereafter. 1.4 The definition of "Applicable Margin" contained in Section 1.1 is amended by adding the following to the end thereof: "Notwithstanding anything in this definition of Applicable Margin to the contrary, during the period commencing on the date the Fourth Amendment to Credit Agreement dated October 30,1996 among the Company, the Banks, the Co-Agents and the Agent is effective until February 28, 1997, the Applicable Margin shall be the greater of: (a) 0.75% and (b) the percentage otherwise determined pursuant to this definition of Applicable Margin." ARTICLE II. REPRESENTATIONS. The Company represents and warrants that: 2.1 The execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate action and do not and will not violate the provisions of any applicable law or regulation or of the certificate of incorporation or bylaws of the Company or any Subsidiary or any order of any court, regulatory body or arbitral tribunal and do not and will not result in the breach of, or constitute a default or require any consent under, or create any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, any indenture or other agreement or instrument to which the Company or any Page 2 Subsidiary is a party or by which the Company or any Subsidiary or its property may be bound or affected. The execution, delivery and performance of this Amendment do not require, for the validity thereof, nor does the enforceability of this Amendment require, any filing with, or consent, authorization or approval of, any state or federal agency or regulatory authority, other than filings, consents or approvals which have been made or obtained. 2.2 This Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 2.3 After giving effect to the amendments herein contained, the representations and warranties contained in Article VI of the Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof. 2.4 As of the date hereof, there is no Default. ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become effective until the following shall have been delivered to the Agent: 3.1 This Amendment duly executed on behalf of the Company and the Required Banks. 3.2 A copy of the resolutions adopted by the Board of Directors of the Company, certified by an officer of the Company as being true and correct and in full force and effect without amendment as of the date hereof, authorizing the Company to enter into this Amendment. 3.3 An opinion of counsel for the Company in the form of Schedule 3.3 hereto. 3.4 The Company shall have redeemed at least 17,000,000 shares of its outstanding common stock during the period commencing after the date hereof and ending December 31, 1996. This Section 3.4 shall be deemed satisfied simultaneously with the redemption of such shares. ARTICLE IV. MISCELLANEOUS. 4.1 The Company shall pay to the Agent, for the benefit of each Consenting Bank, on or within two Business Days after the date of this Amendment, an amendment fee in the amount of 5 basis points of the Commitment of such Consenting Bank. As used herein, a "Consenting Bank" shall be a Bank which executes this Amendment on or before October 30, 1996. 4.2 References in the Agreement or in any note, certificate, instrument or other document to the Agreement shall be deemed to be references to the Agreement as amended from time to time. Page 3 4.3 The Company agrees to pay and to save the Agent harmless for the payment of all costs and expenses arising in connection with this Amendment, including the reasonable fees of counsel to the Agent in connection with preparing this Amendment and the related documents. 4.4 The Company agrees that the Agreement and other documents and agreements executed by the Company in connection with the Agreement in favor of the Agent, the Co-Agents and/or the Banks are ratified and confirmed and shall remain in full force and effect, except as expressly amended hereby. 4.5 This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be effective. 4.6 This Amendment is a contract made under, and shall be governed by and construed in accordance with, the law of the State of Michigan applicable to contracts made and to be performed entirely within such State and without giving effect to choice of law principles of such State. Page 4 IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the day and year first above written. NBD BANK MASCOTECH, INC. By:/s/ Richard H. Huttenlocher By:/s/Timothy Wadhams Richard H. Huttenlocher Timothy Wadhams Its: First Vice President Its: Vice President, Controller and Treasurer THE BANK OF NEW YORK COMERICA BANK By: /s/ By:/s/ Its: Assistant Vice President Its: Vice President NationsBank, N.A. MORGAN GUARANTY TRUST (F/K/A NATIONSBANK OF NORTH COMPANY OF NEW YORK CAROLINA, N.A.) By:/s/ By:/s/Wallace Harris Jr. Its: Vice President Its: Vice President BANK OF AMERICA ILLINOIS By:/s/ Its: Vice President Page 5 PNC BANK, NATIONAL ASSOCIATION BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By: /s/ By: /s/ Its: Assistant Vice President Its: Vice President MICHIGAN NATIONAL BANK ROYAL BANK OF CANADA By:/s/Joseph M. Redouty By:/s/Patrick K. Shields Its:Commercial Relationship Manager Its: Manager, Corporate Banking NATIONAL CITY BANK THE FUJI BANK, LTD. By: /s/ By:/s/Peter L. Chinnici Its: Vice President Its: Joint General Manager KEYBANK NATIONAL ASSOCIATION fka FIRST BANK NATIONAL SOCIETY NATIONAL BANK ASSOCIATION By:/s/ By:/s/ Thomas A. Crandell Its: Vice President Its: Assistant Vice President CIBC INC. WACHOVIA BANK OF GEORGIA, N.A. By: /s/ By: /s/ Its: Authorized Signatory Its: Vice President Page 6 CORESTATES PHILADELPHIA FLEET NATIONAL BANK, f/k/a NATIONAL BANK SHAWMUT BANK CONNECTICUT, N.A. By: /s/ By: /s/ Its: Vice President Its: Vice President THE FIRST NATIONAL BANK SANWA BANK, LIMITED, OF BOSTON CHICAGO BRANCH By: /s/Elizabeth W. Clarke By:/s/Kenneth C. Fichwald Its: Vice President Its: First Vice President and Assistant General Manager Page 7 -----END PRIVACY-ENHANCED MESSAGE-----