-----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, Kobouy3nFhi9EjxH8vn3P5CFMo2GjO/wPv+U+lsvkinRuiUbrG0r3i+8z8G1BWH+ RzO7jfCxcYOhvib+JiBslA== /in/edgar/work/0000950103-00-001067/0000950103-00-001067.txt : 20000927 0000950103-00-001067.hdr.sgml : 20000927 ACCESSION NUMBER: 0000950103-00-001067 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASCOTECH INC CENTRAL INDEX KEY: 0000745448 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 382513957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-12068 FILM NUMBER: 727983 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-A12B 1 0001.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------- MASCOTECH, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 38-2513957 - ---------------------------------------- ------------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 21001 Van Born Road, Taylor, Michigan 48180 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective pursuant Exchange Act and is effective to General Instruction A.(c), please pursuant to General Instruction A.(d), check the following box. |X| please check the following box. |_| Securities Act registration statement file number to which this form relates: - ------------------- (if applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered - -------------------------------------------- ---------------------------------- Series A Participating Cumulative Preferred New York Stock Exchange Stock Purchase Rights - -------------------------------------------- ---------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) ================================================================================ Item 1. Description of Registrant's Securities to be Registered. On February 17, 1998, the Board of Directors of MascoTech, Inc. (the "Company") declared a dividend of one preferred stock purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the "Common Stock"), of the Company payable to holders of record as of the close of business on February 27, 1998 (the "Record Date"). Prior to the Distribution Date (as defined below), the Rights will be evidenced by the certificates for and will be transferred with the Common Stock, and the registered holders of the Common Stock will be deemed to be the registered holders of the Rights. After the Distribution Date, the Rights Agent will mail separate certificates evidencing the Rights to each record holder of the Common Stock as of the close of business on the Distribution Date, and thereafter the Rights will be transferable separately from the Common Stock. The "Distribution Date" generally means the earlier of (i) the close of business on the 10th day after the date (the "Stock Acquisition Date") of the first public announcement that a person (other than the Company or any of its subsidiaries or any employee benefit plan of the Company or any such subsidiary or Heartland Industrial Partners, L.P. or Riverside Company LLC or any of their affiliates or associates) has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (an "Acquiring Person") and (ii) the close of business on the 10th business day (or such later day as may be designated before any person has become an Acquiring Person by the Board of Directors) after the date of the commencement of a tender or exchange offer by any person which would, if consummated, result in such person becoming an Acquiring Person. Prior to the Distribution Date, the Rights will not be exercisable. After the Distribution Date (but before any person has become an Acquiring Person), each Right will be exercisable to purchase, for a purchase price of $60.00 (the "Purchase Price"), one one-thousandth of a share of Series A Participating Cumulative Preferred Stock, par value $1.00 per share (the "Preferred Stock"). The terms and conditions of the Rights are set forth in a Rights Agreement dated as of February 20, 1998 between the Company and The Bank of New York, as Rights Agent (the "Rights Agreement"), which was filed as an Exhibit to Form 8-A dated as of February 23, 1998 and which is incorporated herein by reference and the description hereof is qualified in its entirety by reference thereto. On September 22, 1998, the Board of Directors of the Company amended the Rights Agreement. Amendment No. 1 to the Rights Agreement ("Amendment No. 1") was filed as an Exhibit to Form 10-Q of the Company for the quarter ended September 30, 1998 dated as of November 13, 1998 and is incorporated herein by reference and the description hereof is qualified in its entirety by reference thereto. On August 1, 2000, the Board of Directors of the Company further amended the Rights Agreement. Amendment No. 2 to the Rights Agreement is being filed Exhibit 1 hereto and is incorporated herein by reference and the description hereof is qualified in its entirety by reference thereto. If any person has become an Acquiring Person (but none of the events described in the second succeeding paragraph have occurred), each Right (other than Rights beneficially owned by the Acquiring Person and certain affiliated persons) will entitle the holder, after the Distribution Date, to purchase, for the Purchase Price, a number of shares of Common Stock having a market value of twice the Purchase Price. At any time after any person has become an Acquiring Person (but before any person becomes the beneficial owner of 50% or more of the outstanding shares of Common Stock or the occurrence of any of the events described in the next paragraph), the Board of Directors may exchange all or part of the Rights (other than Rights beneficially owned by an Acquiring Person and certain affiliated persons) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right. If, after any person has become an Acquiring Person, (1) the Company is involved in a merger or other business combination in which the Company is not the surviving corporation or its Common Stock is exchanged for other securities or assets or (2) the Company and/or one or more of its subsidiaries sell or otherwise transfer assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries, taken as a whole, then each Right will entitle the holder, after the Distribution Date, to purchase, for the Purchase 2 Price, a number of shares of common stock of the other party to such business combination or sale (or in certain circumstances, an affiliate) having a market value of twice the Purchase Price. The Board of Directors may redeem all of the Rights at a price of $.01 per Right at any time before any person has become an Acquiring Person. The Rights will expire on February 17, 2008, unless earlier exchanged or redeemed. For so long as the Rights are redeemable, the Rights Agreement may be amended in any respect. At any time when the Rights are no longer redeemable, the Rights Agreement may be amended in any respect that does not adversely affect Rights holders (other than any Acquiring Person and certain affiliated persons), that does not cause the Rights Agreement to become amendable in any other way or does not cause the Rights to again become redeemable. Rights holders have no rights as a stockholder of the Company, including the right to vote and to receive dividends. The Rights Agreement includes antidilution provisions designed to prevent efforts to diminish the effectiveness of the Rights. As of August 23, 2000 there were approximately 44,757,419 shares of Common Stock outstanding, approximately 10,000,000 shares reserved for issuance upon conversion of the Company's 4 1/2% Convertible Subordinated Debentures Due 2003 and approximately 7,200,000 shares reserved for issuance under the Company's stock option and award plans. Each outstanding share of Common Stock on the Record Date will receive one Right. Shares of Common Stock issued after the Record Date and prior to the Distribution Date will be issued with a Right attached so that all shares of Common Stock outstanding prior to the Distribution Date will have Rights attached. The Company has reserved 250,000 shares of Preferred Stock for issuance upon exercise of the Rights. The Rights have certain anti-takeover effects. The Rights may cause substantial dilution to a person that attempts to acquire the Company without a condition to such an offer that a substantial number of the Rights be acquired or that the Rights be redeemed or declared invalid. The Rights should not interfere with any merger or other business combination approved by the Board of Directors since the Rights may be redeemed by the Company as described above. While the dividend of the Rights will not be taxable to stockholders or to the Company, stockholders or the Company may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable as set forth above. Item 2. Exhibits 1. Amendment No. 2 to Rights Agreement dated as of August 1, 2000 between MascoTech, Inc. and The Bank of New York, as Rights Agent, which amends the Rights Agreement dated as of February 20, 1998 as amended by Amendment No. 1 to Rights Agreement. 2. Amendment No. 1 to Rights Agreement dated as of September 22, 1998 between MascoTech, Inc. and The Bank of New York, as Rights Agent, which amends the Rights Agreement dated as of February 20, 1998. (1) 3. Rights Agreement dated as of February 20, 1998 between MascoTech, Inc. and The Bank of New York, as Rights Agent, which amends the Rights Agreement dated as of February 20, 1998. (2) - ------------- (1) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s Registration Statement on Form 8- A dated February 23, 1998. (2) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s Quarterly Report on Form 10-Q dated September 30, 1998. 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized. MASCOTECH, INC. By: /s/ David B. Liner ---------------------------------------- Name: David B. Liner Title: Vice President and General Counsel Dated: September 25, 2000 5 EXHIBIT INDEX Exhibit 1. Amendment No. 2 to Rights Agreement dated as of August 1, 2000 between MascoTech, Inc. and The Bank of New York, as Rights Agent, which amends the Rights Agreement dated as of February 20, 1998 as amended by Amendment No. 1 to Rights Agreement. Exhibit 2. Amendment No. 1 to Rights Agreement dated as of September 22, 1998 between MascoTech, Inc. and The Bank of New York, as Rights Agent, which amends the Rights Agreement dated as of February 20, 1998. (1) Exhibit 3. Rights Agreement dated as of February 20, 1998 between MascoTech, Inc. and The Bank of New York, as Rights Agent, which amends the Rights Agreement dated as of February 20, 1998. (2) - ------------- (1) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s Registration Statement on Form 8-A dated February 23, 1998. (2) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s Quarterly Report on Form 10-Q dated September 30, 1998. 6 EX-99.1 2 0002.txt AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT, dated as of August 1, 2000, is between MascoTech, Inc., a Delaware corporation (the "Company"), and The Bank of New York, as rights agent (the "Rights Agent"). Recitals A. The Company and the Rights Agent are parties to a Rights Agreement dated as of February 20, 1998, as amended (the "Rights Agreement"). B. The Company and the Rights Agreement entered into Amendment No. 1 on September 22, 1998. C. Riverside Company LLC, a limited liability company organized under the laws of Delaware ("Riverside"), and the Company will enter into a Recapitalization Agreement on the date hereof, as it may be amended from time to time (the "Recapitalization Agreement"), pursuant to which Riverside will merge with and into the Company (the "Merger"). The Board of Directors of the Company has approved the Recapitalization Agreement and the Merger. C. Pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable in connection with the Merger, and the Company and the Rights Agent desire to evidence such amendment in writing. Accordingly, the parties agree as follows: 1. AMENDMENT OF SECTION 1. (a) The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by inserting the following sentence at the end thereof: "None of Heartland (as defined herein), Riverside (as defined herein), and each of their respective existing or future Affiliates or Associates shall each be deemed to be an Acquiring Person solely by virtue of and in connection with (i) the execution of the Recapitalization Agreement (as defined herein), (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Recapitalization Agreement or the consummation of the Merger (as defined herein) or (iii) the consummation of other transactions contemplated by the Recapitalization Agreement." (b) The definition of "Triggering Event" in Section 1 of the Rights Agreement is hereby amended by inserting the following proviso at the end thereof: "; provided, further, that no Triggering Event shall result solely by virtue of (i) the execution of the Recapitalization Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Recapitalization Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Recapitalization Agreement." (c) Section 1 of the Rights Agreement is hereby further amended by inserting the following subparagraphs in the proper alphabetical order: "Heartland" means Heartland Industrial Partners, L.P., a limited partnership organized under the laws of Delaware and manager of Riverside. "Merger" means the merger of Riverside with and into the Company pursuant to the Recapitalization Agreement. "Recapitalization Agreement" means the recapitalization agreement to be entered into on the date hereof by Riverside and the Company. "Riverside" means Riverside Company LLC, limited liability company organized under the laws of Delaware. 2. AMENDMENT OF SECTION 3. Section 3 of the Rights Agreement is hereby amended by inserting the following paragraph at the end thereof: "(e) Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of (i) the execution of the Recapitalization Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Recapitalization Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Recapitalization Agreement." 3. AMENDMENT OF SECTION 7. Section 7 of the Rights Agreement is amended by inserting the following paragraph at the end thereof: 2 "(f) Notwithstanding anything in this Rights Amendment to the contrary, none of (i) the execution of the Recapitalization Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Recapitalization Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated by the Recapitalization Agreement shall be deemed to be events that cause the Rights to become exercisable pursuant to the provisions of this Section 7 or otherwise." 4. AMENDMENT TO SECTION 11. Section 11 of the Rights Agreement is amended by inserting the following subparagraph as the last subparagraph of Section 11(a): "(iv) Notwithstanding anything in this Rights Amendment to the contrary, none of (i) the execution of the Recapitalization Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Recapitalization Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated in the Recapitalization Agreement shall be deemed to be events of the type described in this Section 11 or to cause the Rights to be adjusted or to become exercisable in accordance with this Section 11." 5. AMENDMENT TO SECTION 13. Section 13 of the Rights Agreement is amended by inserting the following paragraph at the end thereof: "(d) Notwithstanding anything in this Rights Amendment to the contrary, none of (i) the execution of the Recapitalization Agreement, (ii) the acquisition of Common Stock or other capital stock of the Company pursuant to the Recapitalization Agreement or the consummation of the Merger or (iii) the consummation of the other transactions contemplated in the Recapitalization Agreement shall be deemed to be events of the type described in this Section 13 or to cause the Rights to be adjusted or to become exercisable in accordance with this Section 13." 6. TERMINATION. Immediately prior to the Effective Time (as defined in the Recapitalization Agreement) (i) the Rights Agreement shall be terminated and be without any further force or effect, (ii) none of the parties to the Rights Agreement will have any rights, obligations or liabilities thereunder, and (iii) the holders of the Rights shall not be entitled to any benefits, rights or other interests under the Rights Agreement, including without limitation, the right to purchase or otherwise acquire shares of the Preferred Stock or any other securities of the Company. 3 7. EFFECTIVENESS. This Amendment shall be deemed effective as of the date first written above. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 8. MISCELLANEOUS. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts to be made and performed entirely within the State of Delaware without giving effect to the principles of conflict of laws thereof. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. If any provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. MASCOTECH, INC. By: /s/ David B. Liner --------------------- Name: David B. Liner Title: Vice President and General Counsel THE BANK OF NEW YORK, as Rights Agent By: /s/ John Sivertsen --------------------- Name: John Sivertsen Title: Vice President 5 -----END PRIVACY-ENHANCED MESSAGE-----