-----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, A/NMGuP/KudfAE64+f+VXMmLEXlSNdi4LRrPyuuR554CaCbBY9B+kG1DtmMYlpqO lh1lmS7QwVhfiN6Y5HrXcg== 0000745448-97-000009.txt : 19970702 0000745448-97-000009.hdr.sgml : 19970702 ACCESSION NUMBER: 0000745448-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970611 ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19970701 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: 97634652 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 June 11, 1997 Date of report (Date of earliest event reported) MASCOTECH, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12068 38-251395 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) 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 5. OTHER EVENTS. The Registrant has completed redemption on June 27, 1997 (the "Redemption Date") of all remaining issued and outstanding shares of its $1.20 Convertible Preferred Stock (the "DECS"). Holders of DECS surrendered for redemption received in exchange for each share of DECS a Redemption Price consisting of .955 of a share of the Registrant's Common Stock, par value $1.00 per share (the "Common Stock"), resulting in the issuance of approximately 10 million shares of Common Stock. The Registrant's press release issued June 11, 1997 announcing the redemption is attached as Exhibit 99.a hereto. On June 20, 1997, the Registrant announced that it had signed a Memorandum of Understanding with Teksid S.p.A. concerning a possible acquisition by the Registrant of certain businesses of Teksid's Steel Components Division. It is contemplated that the businesses, with 1996 sales of approximately $150 million, would be spun-off from Teksid and contributed to newly formed companies in which Teksid would retain a participation. The transaction would be subject to the completion of due diligence, the execution of a definitive agreement, regulatory approvals, and approval by the respective Boards of Directors. The Registrant's press release issued June 20, 1997 announcing the possible transaction is attached as Exhibit 99.b hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: 99.a Press Release dated June 11, 1997. 99.b Press Release dated June 20, 1997. 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: July 1, 1997 EXHIBIT INDEX 99.a Press Release dated June 11, 1997 99.b Press Release dated June 20, 1997 EX-99.A 2 Exhibit 99.a FOR IMMEDIATE RELEASE June 11, 1997 MASCOTECH, INC. ANNOUNCES REDEMPTION OF $1.20 CONVERTIBLE PREFERRED STOCK Taylor, Michigan, June 11, 1997----MascoTech, Inc. (NYSE:MSX) today announced that it is calling all of its $1.20 Convertible Preferred Stock (Dividend Enhanced Convertible Stock(sm) -- "DECS(sm)") for redemption on June 27,1997. Each share of DECS will be redeemed for .955 of a share of MascoTech Common Stock. This ratio includes the accrued dividends to the redemption date paid in stock. Although the DECS may be converted on or before the redemption date, if they are converted, the holder would only receive .806 of a share of MascoTech Common Stock for each share of DECS, with no accrued dividends. This redemption of all the outstanding DECS will result in the issuance of approximately 9.9 million shares of MascoTech Common Stock. The Bank of New York, 101 Barclay Street, New York, New York 10286, will act as redemption and conversion agent. Headquartered in Taylor, Michigan, MascoTech's transportation-related businesses include metal-worked components primarily for vehicle engine and drivetrain applications and automotive aftermarket products. EX-99.B 3 Exhibit 99.b June 20, 1997 FOR IMMEDIATE RELEASE MascoTech Announces Planned European Transaction MascoTech, Inc. (NYSE: MSX) and Teksid S.p.A. (Fiat Group), headquartered in Turin, Italy, have signed a Memorandum of Understanding concerning the possible acquisition of certain of Teksid's Steel Components Division businesses by MascoTech. It is contemplated that the activities of the Steel Components Division located at Avigliana, Italy and Belo Horizonte, Brazil would be spun-off from Teksid and contributed to newly formed companies in which Teksid would retain a participation. The portion of Teksid's Steel Components Division to be contributed to the new companies had sales in 1996 of approximately $150 million (out of Teksid's total sales of approximately $1.5 billion). The Steel Components Division is a major supplier of cold, warm, and hot forged engine, drivetrain and chassis components to Fiat and other European and South American customers. The transaction is subject to the completion of due diligence, the execution of a definitive agreement, regulatory approvals, and approval by the respective Board of Directors. The final agreement will be negotiated over the next several months and if successful, the transaction would close around year-end 1997. Headquartered in Taylor, Michigan, MascoTech's transportation-related businesses include metalworked components primarily for vehicle engine and drivetrain applications and automotive aftermarket products. -----END PRIVACY-ENHANCED MESSAGE-----