-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Mem1FO1C2TGJ269oS78X7aeda3fwy26tufHJYGPQj2rHd8uq17wGeqON5wZmwVjT m6tzmRd6sLuB0y4b++iQUg== 0000745448-95-000016.txt : 19950516 0000745448-95-000016.hdr.sgml : 19950516 ACCESSION NUMBER: 0000745448-95-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941222 ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19950515 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: 95539144 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 December 22, 1994 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 5. OTHER EVENTS On December 22, 1994, the Registrant announced the planned disposition of a number of its businesses, including its Architectural Products and Defense businesses, and certain of its transportation-related businesses, as part of the Registrant's long-term strategic plan to increase the focus on its core operat- ing capabilities. The press release issued by the Registrant is filed as Exhibit 99.a hereto. The Registrant is filing herewith as Exhibit 99.b, an unaudited pro forma consolidated condensed balance sheet as of December 31, 1994 and an unaudited pro forma consolidated condensed statement of operations for the year ended December 31, 1994, which reflects the disposition of the Company's non-core businesses. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. The following Exhibits are filed herewith: 99.a Press Release dated December 22, 1994. 99.b Unaudited pro forma consolidated condensed balance sheet of MascoTech, Inc. as of December 31, 1994 and unaudited pro forma consolidated condensed statement of operations of MascoTech, Inc. for the year ended December 31, 1994. 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: May 15, 1995 EXHIBIT INDEX Exhibit No. Description 99.a Press Release dated December 22, 1994. 99.b Unaudited pro forma consolidated condensed balance sheet of MascoTech, Inc. as of December 31, 1994 and unaudited pro forma consolidated condensed statement of operations of MascoTech, Inc. for the year ended December 31, 1994. EX-99.A 2 Exhibit 99.a FOR IMMEDIATE RELEASE December 22, 1994 MASCOTECH, INC. ANNOUNCES MAJOR RESTRUCTURING MascoTech, Inc. has announced the planned disposition of a number of businesses, including its Architectural Products and Defense businesses, and certain of its transportation-related businesses as part of its long-term strategic plan to increase the focus on its core operating capabilities. The businesses to be disposed of have annual sales of approximately $700 million, including over $300 million of transportation-related sales, and in 1994 are expected, in aggregate, to perform at an approximate break-even operating profit level. The Company believes these businesses, which have net assets of approximately $700 million, will be disposed of for after-tax net cash and other proceeds of approximately $400 million. The disposition of these businesses will primarily occur in 1995 with the cash portion of the proceeds applied to reduce the Company's indebtedness and to provide additional capital to invest in its core businesses. The Company will record a special charge, currently estimated at approximately $300 million after tax, in the fourth quarter of 1994 for the anticipated loss on the disposition of these businesses, which will result in a substantial loss for the quarter and the year. However, the Company expects that this restructuring should have a favorable long-term effect on the Company's balance sheet and future per common share earnings. Upon the completion of this restructuring, MascoTech's core transportation- related businesses, with annual sales of approximately $1 billion, will include: powertrain and chassis components manufactured through the application of advanced metalworking technologies; contract engineering services that support customers' vehicle development process; and products manufactured for distribution principally to the traditional, retail and heavy-duty segments of the automotive aftermarket. As previously announced, the Company has made significant expenditures and commitments in 1994 for capital programs, including new advanced manufacturing technologies, to support these core transportation-related businesses. These additional investments, which will continue in 1995 and are expected to aggregate approximately $260 million for both years, reflect the Company's belief in the businesses' favorable long-term outlook and are planned to meet increased demand for certain current product programs. These expenditures will also provide capacity for new products that the Company expects to begin producing over the next several years, and enhance the Company's leadership positions in advanced manufacturing technologies related to its forging and metal forming businesses. EX-99.B 3 MascoTech, Inc. Unaudited Pro Forma Consolidated Condensed Financial Statements The following unaudited pro forma consolidated condensed balance sheet and statement of operations give effect to the following transactions which have occurred or which are assumed to occur: - the assumed disposition for cash, except for known non-cash transactions, of the net assets held for disposition at December 31, 1994 with the cash proceeds utilized to retire debt. The pro forma consolidated condensed financial statements reflect these transactions as if they had been completed with all proceeds (including tax benefits) received at the beginning of the period presented for the consolidated condensed statement of operations and as of December 31, 1994 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. To comply with 8-K pro forma financial statement requirements, the historical financial statements exclude discontinued operations (the Company's recently disposed energy-related business segment has been accounted for as discontinued operations) and extraordinary items. Primary loss per common share is based on 58.9 million weighted average shares of common stock outstanding. The effect of stock options, warrants and convertible preferred stock (common stock equivalents) was anti-dilutive based on historical results. Pro forma earnings per common share is based on the modified treasury stock method. Primary earnings per common share after adjustments is based on 73.5 million shares outstanding including approximately 14.6 million of common stock equivalents. Fully diluted earnings per common share after adjustments is based on 83.6 million shares outstanding including the assumed conversion of convertible securities into 10.1 million shares. MascoTech, Inc. Proforma Consolidated Condensed Statement of Operations for the year ended December 31, 1994 (unaudited) (amounts are in thousands except per share amounts)
Company Assumed Historical Disposition Pro forma Pro forma 12/31/94 of Businesses Adjustments Adjusted (A) (B) Net sales $ 1,702,260 $ 677,520 $1,024,740 Cost of sales (1,385,430) (598,100) (787,330) Selling, general and administrative expenses (194,680) (81,440) (113,240) Charge for disposition of businesses (400,000) $ 400,000 --- Operating profit (loss) (277,850) (2,020) 400,000 124,170 Other income (expense), net: Interest expense (49,830) (160) 20,080 (29,590) Equity and interest income (loss) from affiliates 29,810 (1,400) 2,760 33,970 Other, net 33,380 (3,110) --- 36,490 Other income (expense), net 13,360 (4,670) 22,840 40,870 Income (loss) from continuing operations before income taxes (credit) (264,490) (6,690) 422,840 165,040 Income taxes (credit) (30,070) (870) 94,140 64,940 Income (loss) from continuing operations before extraordinary income $ (234,420) $ (5,820) $ 328,700 $ 100,100 Preferred stock dividends $ 12,960 $ 12,960 Income (loss) from continuing operations before extraordinary income attributable to common stock $ (247,380) $ 87,140 Per common share data: Primary earnings (loss) from continuing operations $(4.20) $ 1.36 Fully diluted earnings (loss) from continuing operations $(4.20) $ 1.31 Primary shares outstanding 58,910 73,470 Fully diluted shares outstanding 58,910 83,560
MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Statement of Operations for the year ended December 31, 1994 (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 rates net of state tax expense. (B) To reflect the following: - interest savings and prepaid debenture expense, net from the use of assumed net cash proceeds of $345 million from the sale (including cash tax benefit ($60 million) on the loss) to retire debt; - additional equity and interest income from the exchange of a business unit for an equity ownership interest in the acquiring company and notes receivable aggregating approximately $37 million; - the related net tax expense of the pro forma adjustments at appropriate U.S. statutory rates; - elimination of the $400 million charge. MascoTech, Inc. Pro Forma Consolidated Condensed Balance Sheet as of December 31, 1994 (unaudited) (amounts are in thousands)
Company Assumed Historical Disposition Pro Forma 12/31/94 of Businesses Adjusted (A) ASSETS Current assets: Cash and cash investments $ 61,950 $ 61,950 Marketable Securities 62,110 62,110 Receivables 171,870 171,870 Inventories 91,950 91,950 Prepaid expenses and deferred taxes 63,600 63,600 Net current assets of businesses held for disposition 146,690 $ (146,690) Total current assets 598,170 (146,690) 451,480 Equity and other investments in affiliates 173,230 37,060 210,290 Property and equipment, net 379,330 379,330 Excess of cost over net assets of acquired companies 93,820 93,820 Notes receivable and other assets 53,770 53,770 Net non-current assets of businesses held for disposition 232,370 (232,370) Total assets $1,530,690 $ (342,000) $1,188,690 LIABILITIES Current Liabilities: Accounts Payable $ 111,860 $ 111,860 Accrued liabilities 72,090 72,090 Current portion of long-term debt 3,670 3,670 Total current liabilities 187,620 187,620 Long-term debt 868,240 $ (345,000) 523,240 Deferred income taxes and other long-term liabilities 93,690 93,690 Total liabilities 1,149,550 (345,000) 804,550 SHAREHOLDERS' EQUITY Preferred Stock 10,800 10,800 Common Stock 56,610 56,610 Paid-In Capital 318,960 318,960 Retained Earnings (deficit) (7,590) 3,000 (4,590) Cumulative Translation Adjustments 2,360 2,360 Total shareholders' equity 381,140 3,000 384,140 Total liabilities and shareholders' equity $1,530,690 $ (342,000) $1,188,690
MascoTech, Inc. Footnote to Pro Forma Consolidated Condensed Balance Sheet as of December 31, 1994 (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 from the disposition of businesses; - exchange of a business unit for an equity ownership interest in the acquiring company and notes receivable aggregating approximately $37 million; - a net gain of $3 million after-tax related to estimated gains on businesses to be sold, net of estimated expenses to be incurred in the future, which could not be accrued for financial reporting purposes at December 31, 1994. -----END PRIVACY-ENHANCED MESSAGE-----