-----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, JpFCcSSEriH7M+q4Dextm5yACc5x4GJj5BvZHKIJz/nnHZ83W2F1FgDoxRyYohBT xDniy98wSAb3MeLPg4HOQw== 0000950124-98-002011.txt : 19980407 0000950124-98-002011.hdr.sgml : 19980407 ACCESSION NUMBER: 0000950124-98-002011 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980120 ITEM INFORMATION: FILED AS OF DATE: 19980406 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/A SEC ACT: SEC FILE NUMBER: 001-12068 FILM NUMBER: 98588164 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/A 1 FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 20, 1998 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) 2 As previously reported on Form 8-K dated January 20, 1998 and filed with the Securities and Exchange Commission on January 30, 1998, MascoTech, Inc. completed its acquisition of TriMas Corporation. This Form 8-K/A is being filed to include the required financial information relating to the transaction which was not available at the time of the initial filing on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired. In accordance with Rule 3-05(b) of Regulation S-X, the following financial statements are hereby incorporated by reference from pages F-3 through F-17 of Registrant's Annual Report on Form 10-K for the year ended December 31, 1997: TriMas Corporation and subsidiaries audited consolidated financial statements for the years ended December 31, 1997, 1996 and 1995, consisting of: Consolidated Statement of Income Consolidated Balance Sheet Consolidated Statement of Cash Flows Notes to Consolidated Financial Statements (b) Pro Forma Financial Information. In accordance with Article 11 of Regulation S-X, the Registrant hereby files the MascoTech, Inc. Unaudited Pro Forma Consolidated Condensed Financial Statements as of and for the twelve months ended December 31, 1997, consisting of: (i) Unaudited Pro Forma Consolidated Condensed Income Statement for the twelve months ended December 31, 1997 (ii) Unaudited Pro Forma Consolidated Condensed Balance Sheet as of December 31, 1997 3 (c) Exhibits. 99 TriMas Corporation and subsidiaries consolidated financial statements for the years ended December 31, 1997, 1996 and 1995, incorporated herein by reference to pages F-3 through F-17 of Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. 4 MascoTech, Inc. Unaudited Pro Forma Consolidated Condensed Financial Statements The following unaudited pro forma consolidated condensed balance sheet and income statement give effect to the following transactions which have occurred: Emco Exchange: The September 30, 1997 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. Richard A. Manoogian incurred in the Company's 1996 purchase and retirement of Company Common Stock. TriMas Acquisition: The execution of a definitive Acquisition Agreement in January -- 1998 between the Company and TriMas Corporation ("TriMas") whereby the Company tendered and completed an offer to purchase all outstanding TriMas shares, not already owned, at $34.50 per share with the aggregate purchase price approximating $920 million financed with cash borrowings under the Company's $1.3 Billion Credit Agreement. The pro forma consolidated condensed financial statements reflect these transactions as if they had been completed at January 1, 1997 for the consolidated condensed income statement and as of December 31, 1997 for the consolidated condensed balance sheet. The consolidated condensed balance sheet assumes that $90 million of the excess purchase price over book value is allocated to TriMas' property and equipment and the remaining excess of $421 million is allocated to excess of cost over net assets of acquired companies. These allocations are preliminary, and as such are estimates. Such allocations could change upon the completion of asset valuations, which are on-going as of the date of this filing. 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. 5 MascoTech, Inc. Pro Forma Consolidated Condensed Income Statement for the twelve months ended December 31, 1997 (unaudited) (amounts are in thousands except per share amounts)
Company TriMas Historical Historical Pro Forma Pro Forma 12/31/97 12/31/97 Adjustments Adjusted --------- --------- ----------- ----------- Net sales $ 922,130 $ 667,910 $ 1,590,040 Cost of sales (735,470) (447,940) $ (6,000)(A) (1,189,410) Selling, general and administrative expenses (89,930) (106,270) (10,300)(A) (206,500) Gain on disposition of business 4,980 4,980 ---------- ---------- ----------- ----------- Operating profit (loss) 101,710 113,700 (16,300) 199,110 Other income (expense), net: Interest expense, Masco Corporation (7,500) 7,500 (B) Other interest expense (29,030) (5,420) (63,200)(C) (97,650) Equity and other income from affiliates 43,360 (34,350)(D) 9,010 Gain from disposition of an equity affiliate 46,160 (46,160)(E) Gain from change in investment of an equity affiliate 18,190 (13,210)(F) 4,980 Other, net 17,400 6,790 (5,460)(G) 18,730 ---------- ---------- ----------- ----------- Other income (expense), net 88,580 1,370 (154,880) (64,930) ---------- ---------- ----------- ----------- Income (loss) before income taxes (credit) 190,290 115,070 (171,180) 134,180 Income taxes (credit) 75,050 43,730 (62,650)(H) 56,130 ---------- ---------- ----------- ----------- Net income (loss) $ 115,240 $ 71,340 $ (108,530) $ 78,050 ========== ========== =========== =========== Preferred stock dividends $ 6,240 $ 6,240 ========== =========== Earnings attributable to common stock $ 109,000 $ 71,810 ========== =========== Earnings per share: Basic $ 2.70 $ 1.78 ====== ====== Diluted $ 2.12 $ 1.49 ====== ====== Basic shares outstanding 40,300 40,300 ====== ====== Diluted shares outstanding 58,920 58,920 ====== ======
6 MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Income Statement for the twelve months ended December 31, 1997 (A) To reflect the depreciation and amortization expense associated with the excess of cost over TriMas net assets acquired; (B) To reflect the elimination of interest expense from the $151.4 million of notes due Masco Corporation - paid in September 1997 related to the Emco transaction; (C) To reflect the interest expense from approximately $920 million in borrowings under the Company's $1.3 Billion Credit Agreement related to the acquisition of TriMas and retirement of notes due Masco Corporation and Mr. Richard A. Manoogian; (D) To reflect the elimination of the Company's equity income from TriMas- $26.6 million and Emco Limited - $7.8 million; (E) To reflect the elimination of the gain recognized as a result of the exchange of the Company's equity investment in Emco Limited to Masco Corporation; (F) To reflect the elimination of the gain recorded by the Company as a result of the change in the Company's equity ownership in TriMas; (G) To reflect the elimination of consideration and interest income received from TriMas in connection with its purchase of a business unit from the Company in 1993 and to reflect incremental amortization of deferred financing costs related to the acquisition of TriMas; (H) To reflect the related tax provision of the pro forma adjustments. 7 MascoTech, Inc. Pro Forma Consolidated Condensed Balance Sheet as of December 31, 1997 (unaudited) (amounts are in thousands)
Company TriMas Historical Historical Pro Forma Pro Forma 12/31/97 12/31/97 Adjustments Adjusted ---------- ---------- ----------- ---------- ASSETS Current Assets: Cash and cash investments $ 41,110 $ 105,380 $ 146,490 Marketable securities 45,970 45,970 Receivables 125,930 83,340 209,270 Inventories 73,860 97,060 170,920 Deferred and refundable income taxes 36,270 36,270 Prepaid expenses and other assets 13,310 4,850 18,160 ---------- ----------- --------- ---------- Total current assets 336,450 290,630 627,080 Equity and other investments in affiliates 263,300 $(137,740)(A) 125,560 Property and equipment, net 417,030 200,490 90,000 (B) 707,520 Excess of cost over net assets of acquired companies 65,610 177,770 420,700 (B) 664,080 Notes receivable and other assets 62,290 39,570 (13,200)(D) 88,660 ---------- ----------- --------- ---------- Total assets $1,144,680 $ 708,460 $ 359,760 $2,212,900 ========== =========== ========= ========== LIABILITIES and SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 67,240 $ 31,430 $ 98,670 Accrued liabilities 114,650 36,710 151,360 Current portion of long-term debt 2,880 2,880 ---------- ----------- --------- ---------- Total current liabilities 184,770 68,140 252,910 4 1/2% convertible subordinated debentures, due 2003 310,000 310,000 Other long-term debt 282,000 45,970 $ 923,000 (C) 1,250,970 Deferred income taxes and other long-term liabilities 157,250 44,950 (13,840)(D) 188,360 ---------- ----------- --------- ---------- Total liabilities 934,020 159,060 909,160 2,002,240 Shareholders' Equity: Common stock 47,250 410 (410)(E) 47,250 Paid-in capital 34,340 260,310 (260,310)(E) 34,340 Retained earnings 157,790 293,500 (293,500)(E) 157,790 Other 4,160 (4,820) 4,820 (E) 4,160 Less: Restricted Stock Awards (32,880) (32,880) ---------- ----------- ---------- ---------- Total shareholders' equity 210,660 549,400 (549,400) 210,660 ---------- ----------- ---------- ---------- Total liabilities and shareholders' equity $1,144,680 $ 708,460 $ 359,760 $2,212,900 ========== =========== ========== ==========
8 MascoTech, Inc. Footnotes to Pro Forma Consolidated Condensed Balance Sheet as of December 31, 1997 To reflect the following: (A) the elimination of the carrying value of the Company's equity investment in TriMas; (B) the incremental excess of cost over the acquired net assets of TriMas; (C) the borrowing under the Company's $1.3 Billion Credit Agreement; (D) the elimination of the cost of unvested TriMas stock awards and the elimination of the deferred tax liability associated with the Company's investment in TriMas, principally as a result of undistributed equity earnings and recognition of the deferred tax liability associated with the excess cost over the acquired net assets; and (E) the elimination of TriMas shareholders' equity. 9 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 Senior Vice President - Finance and Chief Financial Officer Date: April 6, 1998 10 EXHIBIT INDEX 99 TriMas Corporation and subsidiaries consolidated financial statements for the years ended December 31, 1997, 1996 and 1995, incorporated herein by reference to pages F-3 through F-17 of Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. -----END PRIVACY-ENHANCED MESSAGE-----