-----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, J8RtNeTQjGd8gsV6iPvvZPdzCJLj0QTiIFKhZvV8xDDws3ilDPNOW2X5BBkrrHqG 6VQs2uAxSE5FFBothDGvew== 0000745448-97-000026.txt : 19971016 0000745448-97-000026.hdr.sgml : 19971016 ACCESSION NUMBER: 0000745448-97-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971015 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: SEC FILE NUMBER: 001-12068 FILM NUMBER: 97695919 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 September 30, 1997 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 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 2. ACQUISITION OR DISPOSITION OF ASSETS. On September 30, 1997, the Registrant exercised its option and exchanged approximately 9.9 million shares of the outstanding common stock of Emco Limited ("Emco") and approximately $46 million in cash to Masco Corporation ("Masco") in payment of a promissory note issued by the Registrant in October 1996 in connection with the Registrant's purchase and retirement of certain of its securities held by Masco. The value of the Emco shares (approximately $106 million) was based on the market price of Emco common stock on the Toronto Stock Exchange, translated into U.S. dollars, in accordance with the terms of the Agreement entered into in October 1996 between the Registrant and Masco and previously filed with the Securities and Exchange Commission. The Registrant's press release issued September 30, 1997 announcing the transfer of the Emco shares is attached as Exhibit 99.a hereto. Masco holds approximately 17% of the Registrant's outstanding common stock. Richard A. Manoogian is the Chairman and Chief Executive Officer of the Registrant and Masco. John A. Morgan is a director of both the Registrant and Masco, and Eugene A. Gargaro, Jr., a director and the Secretary of the Registrant, is also an executive officer and the Secretary of Masco. Other relationships between Masco and the Registrant have been previously reported in other filings with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (b) Pro Forma Financial Information. The following unaudited pro forma financial information is included herein. (i) Unaudited Pro Forma Consolidated Condensed Statement of Income for the year ended December 31, 1996. (ii) Unaudited Pro Forma Consolidated Condensed Statement of Income for the six months ended June 30, 1997. (iii) Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 30, 1997. (c) Exhibits. The following exhibits are filed herewith: 99.a Press Release dated September 30, 1997. 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: Disposition of Operations: - the disposition for cash, except for known non-cash transactions, of the net assets of businesses held for disposition or sold, undertaken in 1994 and completed in 1996, with the cash proceeds utilized to retire debt. - the disposition in May 1996 of MascoTech Stamping Technologies, Inc. for cash, common stock and warrants with the cash proceeds (including cash realized from the subsequent sale of a portion of the common stock) utilized to retire debt. - the sale in January 1997 of MascoTech Technical Services Group (including APX International, acquired by MascoTech November 6, 1996) for cash (net of the purchase of APX International), common and preferred stock of MSX International, Inc., and notes with the net cash proceeds utilized to retire debt. Stock/Warrant Purchase: - the purchase and retirement in 1996 of: 17 million shares of MascoTech (the 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. Emco Exchange: - the exchange of the Company's equity holdings in Emco Limited to Masco Corporation together with cash borrowings under the Company's Revolving Credit Agreement, to retire indebtedness to Masco Corporation and Mr. Manoogian incurred in the Company's 1996 purchase and retirement of Company Common Stock. 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 consolidated condensed income statements and as of June 30, 1997 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, 1996 is based on 53.8 million weighted average shares of common stock and common stock equivalents outstanding. The Company's Dividend Enhanced Convertible Stock (DECS) was not included as such inclusion would be anti-dilutive. Convertible debt securities did not have a dilutive effect on earnings per common share in 1996. Pro forma primary earnings per common share for the twelve months ended December 31, 1996 is based on 49.0 million shares outstanding including approximately .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 59.3 million shares outstanding including the assumed conversion of convertible debt securities into 10.0 million common shares. Both primary earnings per common share and pro forma primary earnings per common share for the six months ended June 30, 1997 are based on 49.5 million shares outstanding including approximately 1.3 million of common stock equivalents and 10.5 million common shares from the assumed conversion of the DECS. Fully diluted earnings per common share are based on 59.5 million shares outstanding including the assumed conversion of convertible debt securities into 10.0 million common shares. MascoTech, Inc. Pro Forma Consolidated Condensed Income Statement for the year ended December 31, 1996 (unaudited) (amounts are in thousands except per share amounts)
Company Exchange of Historical Disposition Stock/Warrant Emco Equity Pro Forma Pro Forma 12/31/96 of Operations Purchase Holdings Adjustments Adjusted (A) (B) (C) (D) Net sales $ 1,281,220 $ 411,810 --- --- --- $ 869,410 Cost of sales (1,048,110) (374,470) --- --- --- (673,640) Selling, general and administrative expenses (132,260) (50,230) --- --- --- (82,030) Charge on disposition of businesses, net (31,520) (31,520) --- --- --- --- Operating profit (loss) 69,330 (44,410) --- --- --- 113,740 Other income (expense), net: Interest expense (29,970) (930) $ (14,580) --- $ 17,190 (26,430) Equity and interest income from affiliates 40,460 --- --- $ 5,180 4,000 39,280 Other, net (2,600) 1,230 --- --- 350 (3,480) Other income (expense), net 7,890 300 (14,580) 5,180 21,540 9,370 Income (loss) before income taxes (credit) 77,220 (44,110) (14,580) 5,180 21,540 123,110 Income taxes (credit) 37,300 (10,170) (5,830) 2,070 8,620 48,190 Income (loss) $ 39,920 $ (33,940) $ (8,750) $ 3,110 $ 12,920 $ 74,920 Preferred stock dividends $ 12,960 $ 12,960 Earnings attributable to common stock $ 26,960 $ 61,960 Per common share data: Primary $ .50 $ 1.53 Fully diluted $ .49 $ 1.42 Primary shares outstanding 53,790 48,990 Fully diluted shares outstanding 55,130 59,270
MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Income Statement for the year ended December 31, 1996 (A) To reflect the following: - elimination of the sales and directly allocable expenses related to the Company's businesses held for disposition; - elimination of the sales and directly allocable expenses related to the disposition of MascoTech Stamping Technologies, Inc.; - elimination of the sales and directly allocable expenses related to MascoTech's Technical Services Group due to its sale; - the related tax credit at the appropriate U.S. and foreign statutory tax rate including state tax provision, net of federal tax benefit. (B) To reflect the following: - interest expense from the notes due Masco Corporation - $151.4 million and 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 the appropriate U.S. statutory tax rate including state tax provision, net of federal tax benefit. (C) To reflect the following: - elimination of the Company's equity income from Emco Limited related to the exchange of the Company's equity investment in Emco Limited with Masco Corporation; - the related tax provision at the appropriate U.S. statutory tax rate including state tax provision, net of federal tax benefit. (D) To reflect the following: - dividend income from the $18 million of 12% preferred stock and interest income from the $30 million of 12 1/2% subordinated debentures received as part of the sale of Technical Services Group and estimated pro forma equity earnings from the equity interest in MSX International, Inc.; - elimination of interest expense from the notes due Masco Corporation - $151.4 million and Mr. Manoogian - $7.6 million; - net interest savings from the use of assumed cash proceeds of $235 million from both the sale of businesses described in (A) (including related cash tax benefits of $53 million) and the exchange of Emco Limited equity holdings described in (C) to repay debt; - the related net tax provision of the pro forma adjustments at the appropriate U.S. statutory rates including state tax provision, net of federal tax benefit. MascoTech, Inc. Pro Forma Consolidated Condensed Income Statement for the six months ended June 30, 1997 (unaudited) (amounts are in thousands except per share amounts)
Company Exchange of Historical Emco Equity Pro Forma Pro Forma 06/30/97 Holdings Adjustments Adjusted (A) (B) Net sales $ 466,480 --- --- $ 466,480 Cost of sales (356,190) --- --- (356,190) Selling, general and administrative expenses (45,550) --- --- (45,550) Operating profit 64,740 --- --- 64,740 Other income (expense), net: Interest expense, Masco Corporation (4,970) --- $ 4,970 --- Other interest expense (14,790) --- (1,360) (16,150) Equity and interest income from affiliates 25,450 $ 3,130 --- 22,320 Gain from change in investment of an equity affiliate 13,210 --- --- 13,210 Other, net 11,240 --- --- 11,240 Other income (expense), net 30,140 3,130 3,610 30,620 Income before income taxes 94,880 3,130 3,610 95,360 Income taxes 37,570 1,250 1,440 37,760 Net Income $ 57,310 $ 1,880 $ 2,170 $ 57,600 Preferred stock dividends $ 6,240 $ 6,240 Earnings attributable to common stock $ 51,070 $ 51,360 Per common share data: Primary $ 1.16 $ 1.16 Fully diluted $ 1.04 $ 1.05 Primary shares outstanding 49,460 49,460 Fully diluted shares outstanding 59,520 59,520
MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Income Statement for the six months ended June 30, 1997 (A) To reflect the following: - elimination of the Company's equity income from Emco Limited related to the exchange of the Company's equity investment in Emco Limited to Masco Corporation; - the related tax provision at the appropriate U.S. statutory tax rate including state tax provision, net of federal tax benefit. (B) To reflect the following: - elimination of interest expense from the notes due Masco Corporation - $151.4 million and Mr. Manoogian - $7.6 million; - the interest expense from the borrowings under the Company's Revolving Credit Agreement required to retire that portion of the outstanding notes due Masco Corporation, which is in excess of the assumed proceeds from the exchange of the Company's common equity investment in Emco Limited to Masco Corporation, and due Mr. Manoogian; - the related tax provision of the proforma adjustments at the 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, 1997 (unaudited) (amounts are in thousands)
Company Exchange of Historical Emco Equity Pro Forma Pro Forma 06/30/97 Holdings Adjustments Adjusted (A) (B) ASSETS Current assets: Cash and cash investments $ 39,680 $ 39,680 Marketable securities 48,440 48,440 Receivables 125,160 125,160 Inventories 70,960 70,960 Deferred and refundable income taxes 36,790 36,790 Prepaid expenses and other assets 12,520 12,520 Total current assets 333,550 333,550 Equity and other investments in affiliates 344,160 $ (51,270) 292,890 Property and equipment, net 398,320 398,320 Goodwill 68,520 68,520 Notes receivable and other assets 71,730 71,730 Total assets $1,216,280 $ (51,270) $1,165,010 LIABILITIES and SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 59,710 $ 59,710 Accrued liabilities 102,370 $ 14,310 116,680 Current portion of long-term debt 2,320 2,320 Total current liabilities 164,400 14,310 178,710 Long-term debt held by Masco Corporation 151,380 $ (151,380) 4 1/2% convertible subordinated debentures, due 2003 310,000 310,000 Other long-term debt 237,720 (7,620) 53,200 283,300 Deferred income taxes and other long-term liabilities 155,780 6,010 161,790 Total liabilities 1,019,280 (159,000) 73,520 933,800 Shareholders' Equity: Common stock 47,300 47,300 Paid-in capital 32,050 32,050 Retained earnings 111,380 30,480 141,860 Other 6,270 3,730 10,000 Total shareholders' equity 197,000 3,730 30,480 231,210 Total liabilities and shareholders' equity $1,216,280 $ (155,270) $ 104,000 $1,165,010
MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Balance Sheet as of June 30, 1997 (A) To reflect the following: - the exchange of the Company's common equity investment in Emco Limited to Masco Corporation; - the retirement of a note due Masco Corporation ($151.4 million) from the proceeds from the exchange of the Company's common equity investment in Emco Limited to Masco Corporation as well as with borrowings under the Company's Revolving Credit Agreement; - the retirement of a note due Mr. Manoogian ($7.6 million) with borrowings under the Company's Revolving Credit Agreement. (B) To reflect the following: - borrowings under the Company's Revolving Credit Agreement to retire notes due Masco Corporation and Mr. Manoogian; - taxes payable on the gain, as well as the after-tax gain related to the exchange of the Company's common equity investment in Emco Limited to Masco Corporation. 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: October 15 , 1997 EXHIBIT INDEX 99.a Press Release dated September 30, 1997 EX-99.A 2 Exhibit 99.a FOR IMMEDIATE RELEASE September 30, 1997 MASCOTECH ANNOUNCES TRANSFER OF EMCO LIMITED EQUITY TO MASCO CORPORATION MascoTech announced today that it has exercised its option to transfer its equity holdings in Emco Limited to Masco Corporation. This transfer and a payment of approximately $50 million in cash, satisfies the indebtedness to Masco Corporation incurred last year in connection with the Company's purchase and retirement of certain of its common shares held by Masco Corporation, as previously announced. The transfer of the Company's equity holdings in Emco, which approximates $100 million in value, will result in a pre-tax gain to MascoTech of approximately $46 million in the third quarter of 1997. Headquartered in Taylor, Michigan, MascoTech's transportation-related businesses include metal-worked components primarily for vehicle engine and drivetrain applications and automotive aftermarket products. Visit MascoTech's website at http://www.mascotech.com. MascoTech's press releases are also available through Company News On-Call by fax, 800-758-5804, extension 535375, or http://www.prnewswire.com. -----END PRIVACY-ENHANCED MESSAGE-----