-----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, OccXL0+SruR9PiwZNHsUxHtacIKiYkjqQs8z39E+g5mfj/zUNZfu4B8eV5lYDRnp dUCI5+7MjMsbUG21PEXrlQ== 0000950172-00-002069.txt : 20001225 0000950172-00-002069.hdr.sgml : 20001225 ACCESSION NUMBER: 0000950172-00-002069 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001222 GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON (BERMUDA) LIMITED GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON ADVISORY PARTNERS, LLC GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA), L.P. GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P. GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE ADVISORS, L.P. GROUP MEMBERS: CREDIT SUISSE FIRST BOSTON/ GROUP MEMBERS: EMA PARTNERS FUND 2000, L.P. GROUP MEMBERS: EMA PRIVATE EQUITY FUND 2000, L.P. GROUP MEMBERS: HEMISPHERE PRIVATE EQUITY PARTNERS, LTD. GROUP MEMBERS: HEMISPHERE TRUST COMPANY LIMITED SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35355 FILM NUMBER: 795342 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ CENTRAL INDEX KEY: 0000824468 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH SWITZERLAND MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH SWITZERLAND FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SC 13D/A 1 0001.txt SCHEDULE 13D - AMENDMENT NO. 1 ---------------------- | OMB APPROVAL | |---------------------| |OMB NUMBER: 3235-0145| UNITED STATES |EXPIRES: | SECURITIES AND EXCHANGE COMMISSION | October 31, 2002 | Washington, D.C. 20549 |ESTIMATED AVERAGE | |BURDEN HOURS | |PER RESPONSE ...14.90| |---------------------| SCHEDULE 13D/A Amendment No.1 Under the Securities Exchange Act of 1934 MascoTech, Inc. --------------------------------------- (Name of Issuer) Common Stock, $1.00 per value ------------------------------------------------------------ (Title of Class and Securities) 574670105 ------------------------------------------------------------ (CUSIP Number) Credit Suisse First Boston Equity Partners, L.P. Credit Suisse First Boston Equity Partners (Bermuda), L.P. Credit Suisse First Boston U.S. Executive Advisors, L.P. EMA Partners Fund 2000, L.P. EMA Private Equity Fund 2000, L.P. Credit Suisse First Boston Advisory Partners, LLC Credit Suisse First Boston (Bermuda) Limited Credit Suisse First Boston Hemisphere Private Equity Partners, Ltd. Hemisphere Trust Company Limited (Name of Persons Filing Statement) Hartley R. Rogers Managing Director Credit Suisse First Boston Private Equity Division Eleven Madison Avenue New York, New York 10010 (212) 325-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 2000 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Credit Suisse First Boston Equity Partners, L.P. 13-3994124 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 7,402,831 shares of Common Stock, NUMBER OF par value $1.00 SHARES --------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH --------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 7,402,831 shares of Common Stock, WITH par value $1.00 --------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,402,831 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 17.7% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Credit Suisse First Boston Equity Partners (Bermuda), L.P. 98-0191048 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 2,069,282 shares of Common Stock, NUMBER OF par value $1.00 SHARES ------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,069,282 shares of Common Stock, WITH par value $1.00 ------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,069,282 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.9% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Credit Suisse First Boston U.S. Executive Advisors, L.P. 13-3751234 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 6,610 shares of Common Stock, NUMBER OF par value $1.00 SHARES ------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 6,610 shares of Common Stock, WITH par value $1.00 ------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,610 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 less than 1% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) EMA Partners Fund 2000, L.P. 13-4126806 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 533,168 shares of Common Stock, NUMBER OF par value $1.00 SHARES ------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 533,168 shares of Common Stock, WITH par value $1.00 ------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 533,168 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.3% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) EMA Private Equity Fund 2000, L.P. 13-4126805 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 343,139 shares of Common Stock, NUMBER OF par value $1.00 SHARES ------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 343,139 shares of Common Stock, WITH par value $1.00 ------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 343,139 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 less than 1% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Credit Suisse First Boston Advisory Partners, LLC 13-3947082 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not Applicable - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------- 10. SHARED DISPOSITIVE POWER 10,355,030 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,355,030 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 24.7% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IA - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Credit Suisse First Boston (Bermuda) Limited (98-0186105) 13-5015677 - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not Applicable - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------ SHARES 8. SHARED VOTING POWER BENEFICIALLY 876,307 shares of Common Stock, OWNED BY par value $1.00 EACH ------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 876,307 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.1% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Credit Suisse First Boston, on behalf of Credit Suisse First Boston business unit (CH-0203923549) - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not Applicable - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 876,307 shares of Common Stock, OWNED BY par value $1.00 EACH ------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------- 10. SHARED DISPOSITIVE POWER 10,532,545 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,532,545 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 25.2% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BK, HC, OO - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Hemisphere Private Equity Partners, Ltd. - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS* Not Applicable - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------ SHARES 8. SHARED VOTING POWER BENEFICIALLY 9,478,723 shares of Common Stock, OWNED BY par value $1.00 EACH ------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,478,723 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.7% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ----------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 574670105 - ----------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Hemisphere Trust Company Limited - ----------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X) - ----------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------- 4. SOURCE OF FUNDS Not Applicable - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ----------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ----------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ------------------------------------------ SHARES 8. SHARED VOTING POWER BENEFICIALLY 9,478,723 shares of Common Stock, OWNED BY par value $1.00 EACH ------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,478,723 shares of Common Stock, par value $1.00 - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 22.7% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - ----------------------------------------------------------------------------- This statement ("Amendment No.1") amends and supplements the Schedule 13D filed on December 8, 2000 (the "Schedule 13D") by the Reporting Persons identified in Item 2 of this Amendment No.1 with respect to shares of common stock, $1.00 par value ("Common Stock") of MascoTech, Inc. (the "Issuer"). Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Item 1. Security and Issuer. Item 1 is hereby Amended to add the following information: The class of equity securities to which the Schedule 13D and this Amendment No. 1 relate is the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 21001 Van Born Road, Taylor, Michigan 48140. The Schedule 13D was filed due to the acquisition (as described in Item 3 of the Schedule 13D) of shares of Common Stock of the Issuer in connection with the recapitalization (the "Recapitalization") of the Issuer pursuant to the merger of Riverside Acquisition Corporation with and into the Issuer on November 28, 2000 in accordance with the terms of the Recapitalization Agreement, dated as of August 1, 2000, as amended, between MascoTech, Inc. and Riverside Acquisition Corporation. The Recapitalization, the Recapitalization Agreement and the transactions contemplated thereby are more fully described in MascoTech's Statement on Schedule 13E-3 and Definitive Proxy Statement on Schedule 14A, each previously filed with the Securities and Exchange Commission (the "Commission") on October 26, 2000 and incorporated by reference into the Schedule 13D. This Amendment No. 1 is being filed due to the recent acquisition (described below in Item 3) of additional shares of Common Stock of the Issuer in connection with the merger of a subsidiary of the Issuer and Simpson Industries, Inc.(the "Simpson Merger"), as described in Exhibit 99 of the Form 8-K dated December 15, 2000 and filed with the Commission by the Issuer. That Form 8-K, together with its exhibits, is incorporated herein by reference. Item 2. Identity and Background. Item 2 is hereby amended and restated as follows: This Schedule 13D is being filed by the following entities (each of which is a "Reporting Person" and together, the "Reporting Persons"): (1) Credit Suisse First Boston Equity Partners, L.P., a Delaware limited partnership ("CSFBEP"), (2) Credit Suisse First Boston Equity Partners (Bermuda), L.P., a Bermuda limited partnership ("CSFBEP Bermuda"), (3) Credit Suisse First Boston U.S. Executive Advisors, L.P., a Delaware limited partnership ("CSUSEA"), (4) EMA Partners Fund 2000, L.P., a Delaware limited partnership ("EMA Partners"), (5) EMA Private Equity Fund 2000, L.P., a Delaware limited partnership ("EMA Private Equity" and together with CSFBEP, CSFBEP Bermuda, CSUSEA, and EMA Partners, the "CSFB Funds"), (6) Credit Suisse First Boston Advisory Partners, LLC, a Delaware limited liability company ("CSFB Advisory Partners") and investment advisor to CSFBEP, CSFBEP Bermuda and CSUSEA, (7) Credit Suisse First Boston (Bermuda) Limited, a Bermuda company limited by shares ("CSFB Bermuda Limited"), the general partner of EMA Partners and EMA Private Equity, (8) Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, including CSFB Advisory Partners, CSFB Bermuda Limited, Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware corporation, Credit Suisse First Boston (USA) Inc. ("CSFB-USA"), a Delaware corporation, Merchant Capital, Inc. ("MCI"), a Delaware corporation, Merchant Holding, Inc. ("MHI"), a Delaware corporation, Credit Suisse First Boston Merchant, Inc. ("CSFBMI"), a Delaware corporation, Credit Suisse First Boston Management Corporation ("CSFBMC"), a Delaware corporation, and Credit Suisse First Boston Corporation ("CSFBC"), a Massachusetts corporation and a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the extent that they constitute part of the Credit Suisse First Boston business unit (the "CSFB Business Unit"), (9) Hemisphere Private Equity Partners, Ltd., a Bermuda company limited by shares ("Hemisphere"), the general partner of CSFBEP, CSFBEP Bermuda and CSUSEA, and (10) The Hemisphere Private Equity Partners Charitable Trust, a trust created pursuant to the laws of Bermuda ("Hemisphere Trust") and sole beneficial owner of Hemisphere. The CSFB Funds and MCI are the holders of the shares of Common Stock reported herein. The principal business and office of each of the CSFB Funds, CSFB Advisory Partners and CSFB Bermuda Limited is Eleven Madison Avenue, New York, New York 10010. As explained in the Schedule 13D, pursuant to investment advisory agreements with CSFBEP, CSFBEP Bermuda and CSUSEA, CSFB Advisory Partners makes all investment decisions for these three funds, including the decision to buy, sell or hold securities which comprise the assets of each of the CSFB Funds. In addition, each of EMA Partners and EMA Private Equity must invest in and dispose of its portfolio securities pro rata and simultaneously with CSFBEP pursuant to its limited partnership agreement. Thus, CSFB Advisory Partners may be deemed to be the beneficial owner of the shares of Common Stock owned by CSFBEP, CSFBEP Bermuda, and CSUSEA. CSFB Advisory Partners is a wholly owned subsidiary of the Bank. The investment committee of CSFB Advisory Partners that oversees the investment decisions made for the CSFB Funds includes employees of the Private Equity Division ("Private Equity Division") of the CSFB Business Unit. The Private Equity Division reports directly to a board of directors of Credit Suisse First Boston Private Equity ("CSFBPE"), a wholly--owned subsidiary of Credit Suisse Group ("CSG"). Such board of directors is comprised in part of executive officers of CSG; both CSG and CSFBPE are corporations formed under the laws of Switzerland. CSFB Bermuda Limited is the general partner of each of EMA Partners and EMA Private Equity and thus manages and controls the affairs of EMA Partners and EMA Private Equity, which, unlike the other CSFB Funds, are not advised in their investment decisions by CSFB Advisory Partners. However, pursuant to its respective limited partnership agreement, each of EMA Partners and EMA Private Equity must invest in and dispose of its portfolio securities pro rata and simultaneously with CSFBEP. CSFB Bermuda Limited is a subsidiary of the Bank. The CSFB Business Unit is engaged in corporate and investment banking, trading (equity, fixed income and foreign exchange), private equity investment and derivatives businesses on a worldwide basis. The Bank and its subsidiaries engage in other separately managed activities, most of which constitute the independently operated Credit Suisse Asset Management business unit, which provides asset management and investment advisory services to institutional investors worldwide. The address of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH--8045 Zurich, Switzerland. The Bank owns directly a majority of the voting stock, and all of the non-voting stock of CSFBI. The ultimate parent company of the Bank and CSFBI, and the direct owner of the remainder of the voting stock of CSFBI, is CSG. CSFBI owns 100 percent of the voting stock of CSFB-USA. CSFBC is a wholly-owned subsidiary of CSFB-USA. CSFB Bermuda Limited is a wholly-owned subsidiary of CSFBC. MCI is a wholly-owned direct subsidiary of MHI, which is a wholly-owned direct subsidiary of CSFBMBI, which is a wholly-owned subsidiary of CSFBMC. CSFBMC is a wholly owned subsidiary of CSFBI. The principal business of CSG is acting as a holding company for a global financial services group with five distinct specialized business units that are independently operated. In addition to the two business units referred to above, CSG and its subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the Credit Suisse Private Banking business unit that engages in global private banking business, (b) the Credit Suisse business unit that engages in the Swiss domestic banking business and (c) the Winterthur business unit that engages in the global insurance business. CSG's business address is Paradeplatz 8, CH-8001, Zurich, Switzerland. CSG, for purposes of certain federal securities laws, may be deemed ultimately to control the Bank and the CSFB Business Unit (including the Private Equity Division). Due to the separate management and independent operation of its business units, CSG disclaims beneficial ownership of shares of Common Stock that may be beneficially owned by its direct and indirect subsidiaries other than the CSFB Business Unit, CSFB Advisory Partners and CSFB Bermuda Limited. To the best of its knowledge, CSG and its executive officers and directors do not beneficially own shares of Common Stock other than as reported in the Schedule l3D and this Amendment No. 1. Hemisphere is the general partner of CSFBEP, CSFBEP Bermuda and CSUSEA and, other than the investment activities for which CSFB Advisory Partners is responsible, thus manages and controls the affairs of these three CSFB Funds. Hemisphere is engaged in the business of acting as general partner to collective investment vehicles organized as limited partnerships. Hemisphere's business address is Hemisphere House, Nine Church Street, Hamilton HMll, Bermuda. Hemisphere is controlled by Hemisphere Trust, a trust created for the purpose of acting as beneficial owner of Hemisphere. The business address of Hemisphere Trust is: Hemisphere House, Nine Church Street, Hamilton HM11, Bermuda. The Hemisphere Trust Company Limited is the trustee of Hemisphere Trust and is an indirect, wholly-owned subsidiary of Mutual Risk Management Ltd., a Bermuda company limited by shares. Mutual Risk Management Ltd. is an international risk management company whose principal business address is: 44 Church Street, Hamilton HM12, Bermuda. To the extent that The Hemisphere Trust Company Limited controls Hemisphere in its capacity as trustee of Hemisphere Trust, Mutual Risk Management Ltd. is the ultimate parent company of Hemisphere. The name, citizenship, residence or business address and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director of each of CSG, the CSFB Business Unit, CSFBI, CSFB-USA, CSFBC, CSFB Advisory Partners, CSFB Bermuda Limited, Hemisphere and Hemisphere Trust Company Limited are set forth on Schedules I-XIII which is incorporated herein by reference. None of the CSFB Funds has any officers or directors separate from the officers and directors of its general partner. None of the Reporting Persons, any of the executive officers or directors of such persons, CSG, CSFBI, CSFB-USA, CSFBC or, to the best of their knowledge, any of their executive officers or directors, in each case which are listed on Schedules I-XIII, during the last five years (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended to add the following: CSFBEP, CSFBEP Bermuda, and CSUSEA acquired a beneficial ownership interest in additional shares of Common Stock of the Issuer on December 15, 2000 in connection with the Simpson Merger. Each of CSFBEP, CSFBEP Bermuda, and CSUSEA entered into a Subscription Agreement, dated as of December 15, 2000, between the Issuer and the applicable CSFB fund (each a "Subscription Agreement"), pursuant to which CSFBEP, CSFBEP Bermuda, and CSUSEA subscribed for shares of Common Stock of the Issuer in exchange for cash. Collectively, puruant to the Subscriptions Agreements, CSFBEP, CSFBEP Bermuda, and CSUSEA contributed an aggregate of $25,000,001 to the Issuer in exchange for an aggregate of 1,479,290 shares of Common Stock of the Issuer. The cash consideration for the shares of Common Stock of the Issuer came from funds available for investment of CSFBEP, CSFBEP Bermuda, and CSUSEA. Item 4. Purpose of Transaction. Item 4 is hereby amended to add the following: CSFBEP, CSFBEP Bermuda, and CSUSEA have acquired the additional shares of Common Stock issued to them in connection with the Simpson Merger for investment. CSFBEP, CSFBEP Bermuda, and CSUSEA intend to review from time to time the Issuer's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, CSFBEP, CSFBEP Bermuda, and CSUSEA may consider from time to time various alternative courses of action. Subject to the Shareholders Agreement (as described in Item 6 of the Schedule 13D), such actions may include the acquisition of additional shares of Common Stock through the exercise of preemptive rights, privately negotiated transactions, open market purchases, if and when applicable, or otherwise. Alternatively, such actions may involve the sale of all or a portion of the shares of Common Stock owned by CSFBEP, CSFBEP Bermuda, and CSUSEA in privately negotiated transactions, through a public offering or in open market transactions, if and when applicable, or otherwise. Except as set forth above, CSFBEP, CSFBEP Bermuda, and CSUSEA have no plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. As explained in the Schedule 13D, under the terms of the Shareholders Agreement, for so long as the CSFB Funds retain a number of shares of Common Stock equal to at least a majority of the shares of Common Stock owned by the CSFB Funds immediately following the Recapitalization, CSFBEP has the right to designate one member of the Board of Directors of the Issuer. In addition, under the terms of the Shareholders Agreement, for so long as CSFBEP retains a number of shares of Common Stock equal to at least 25 per cent of the shares of Common Stock owned by CSFBEP immediately following the Recapitalization, CSFBEP has the right to send one representative to attend all meetings of the Board of Directors, including all committees thereof, solely in a non-voting observer capacity. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated as the follows: (a) The CSFB Funds have acquired and, for the purpose of Rule 13d-3 promulgated under the Exchange Act, beneficially own, 10,355,030 shares of Common Stock, representing approximately 24.7% of the outstanding shares of Common Stock as of December 15, 2000. The individual holdings of the CSFB Funds are as follows: (i) CSFBEP - - 7,402,831 shares of Common Stock, representing approximately 17.7% beneficial ownership of Common Stock; (ii) CSFBEP Bermuda - 2,069,282 shares of Common Stock representing approximately 4.9% beneficial ownership of Common Stock; (iii) CSUSEA - 6,610 shares of Common Stock, representing less than 1% beneficial ownership of Common Stock; (iv) EMA Partners - 533,168 shares of Common Stock representing approximately 1.3% beneficial ownership of Common Stock; and (v) EMA Private Equity - 343,139 shares of Common Stock representing less than 1% of beneficial ownership of Common Stock. As described in Item 2, CSFB Advisory Partners may be deemed to beneficially own the 10,355,030 shares of Common Stock held by the CSFB Funds, representing approximately 24.7% beneficial ownership of Common Stock. As described in Item 2, CSFB Bermuda Limited as the general partner of EMA Partners and EMA Private Equity may be deemed to be the beneficial owner of the 876,307 shares of Common Stock held by EMA Partners and EMA Private Equity, collectively, representing 2.1% beneficial ownership of Common Stock. As described in Item 2 of the Schedule 13D and this Amendment No.1, the CSFB Business Unit, by virtue of the Bank's 100 percent indirect ownership of CSFB Advisory Partners and indirect ownership of MCI, may be deemed to beneficially own 10,532,545 shares of Common Stock, representing approximately 25.2% beneficial ownership of Common Stock. Hemisphere, as the general partner of CSFBEP, CSFBEP Bermuda and CSUSEA, and Hemisphere Trust, as the 100 percent owner of Hemisphere, may be deemed to beneficially own the 9,478,723 shares of Common Stock held by the three Funds, representing approximately 22.7% beneficially ownership of Common Stock. The foregoing percentages are based on 41,839,667 shares of Common Stock of the Issuer outstanding on December 15, 2000 immediately following the Simpson merger, assuming vesting of all restricted stock awards. The foregoing percentages are subject to increase based on holders of outstanding restricted stock of MascoTech electing to receive cash in lieu of restricted stock in accordance with the restricted stock incentive plans. Except as set forth in Item 5(a) in the Schedule 13D and this Amendment No. 1, none of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, any persons named in Schedules I-XIII hereto owns beneficially any shares of Common Stock. (b) The CSFB Funds have sole power to vote or dispose of 10,355,030 shares of Common Stock. These shares constitute approximately 24.7% of the voting power of the Issuer as of December 15, 2000. Hemisphere, as the general partner of CSFBEP, CSFBEP Bermuda and CSUSEA, and Hemisphere Trust, as the 100 percent owner of Hemisphere, may be deemed to beneficially own 9,478,723 shares of Common Stock held by the three funds. CSFB Bermuda Limited, as the general partner of EMA Partners and EMA Private Equity, and the CSFB Business Unit, by virtue of the Bank's indirect majority ownership of CSFB Bermuda Limited, may be deemed to share voting power with each of EMA Partners and EMA Private Equity over the 533,168 and 343,139 shares of Common Stock held by each of EMA Partners and EMA Private Equity, respectively. In addition, the CSFB Business Unit, by virtue of the Bank's 100 percent ownership of CSFB Advisory Partners, and CSFB Advisory Partners may be deemed to share the power to dispose or direct the disposition of 10,355,030 shares of Common Stock held by the CSFB Funds. Also, the CSFB Business Unit, by virtue of the Bank's indirect ownership of MCI, may be deemed to share with MCI the power to vote and dispose 177,515 shares of Common Stock held by MCI. (c) During the past 60 days, no transactions in the shares of Common Stock have been effected by any of the Reporting Persons nor, to the best knowledge of any of the Reporting Persons, by any of the individuals listed in Schedules I-XIII. During the past 60 days CSFBC has effectuated 167 transactions in the shares of Common Stock in the index arbitrage account (program trading) in the ordinary course of business, purchasing and selling shares of Common Stock at prices ranging from $15.43 to $17.00. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. Item 6 is amended and restated as follows: On November 28, 2000, the CSFB Funds entered into a Shareholders Agreement with the Issuer and certain other holders of shares of Common Stock, pursuant to which: (a) the CSFB Funds were granted preemptive rights with respect to future issuances of equity securities by the Issuer or subsidiaries of the Issuer (subject to certain exceptions); (b) each of the CSFB Funds agreed that its shares of Common Stock would be subject to certain restrictions on transfer; (c) the CSFB Funds were granted certain rights to obtain information regarding the business and operations of the Issuer; (d) the CSFB Funds were granted certain rights to participate in the management of the Issuer and otherwise monitor their equity investment in the Issuer (including pursuant to (x) the right of CSFBEP to designate a member of the Board of Directors of the Issuer and (y) the requirement that the Issuer obtain the approval of designated representatives of CSFBEP prior to taking specified actions deemed "Material Events" under the Shareholders Agreement); and (e) the Issuer granted the CSFB Funds customary demand and piggy-back registration rights. Patience The brief description of the Shareholders Agreement and the rights of the CSFB Funds thereunder is not intended to be complete and is qualified in its entirety by reference to the Shareholders Agreement, which is annexed hereto as Exhibit 3, which is incorporated herein by reference. CSFBC provided investment advisory services in connection with the Recapitalization and received a customary fee for such services, which fee was paid by the Issuer. Pursuant to the Subscription Agreements, the additional shares acquired by the CSFBEP, CSFBEP Bermuda, and CSUSEA are subject to the Shareholders Agreement herein described. Except for the Shareholders Agreement described above and the fee arrangement described above, except as described in Item 2 and Item 5 of the Schedule 13D and this Amendment No.1, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit 1: Subscription Agreement dated as of December 15, 2000 by and between MascoTech, Inc. and Credit Suisse First Boston U.S. Executive Advisors, L.P. Exhibit 2: Subscription Agreement dated as of December 15, 2000 by and between MascoTech, Inc. and Credit Suisse First Boston Equity Partners, L.P. Exhibit 3: Subscription Agreement dated as of December 15, 2000 by and between MascoTech, Inc. and Credit Suisse First Boston Equity Partners (Bermuda), L.P. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P. By: /s/ Kenneth J. Lohsen ------------------------------ Name: Kenneth J. Lohsen Title: Attorney in fact After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA), L.P. By: /s/ Kenneth J. Lohsen --------------------------------- Name: Kenneth J. Lohsen Title: Attorney in fact After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 EMA PARTNERS FUND 2000, L.P. By: /s/ Kenneth J. Lohsen --------------------------------- Name: Kenneth J. Lohsen Title: Attorney in fact After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 EMA PRIVATE EQUITY FUND 2000, L.P. By: /s/ Kenneth J. Lohsen ------------------------------------ Name: Kenneth J. Lohsen Title: Attorney in fact After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE ADVISORS, L.P. By: /s/ Kenneth J. Lohsen --------------------------------- Name: Kenneth J. Lohsen Title: Attorney-in-fact After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 CREDIT SUISSE FIRST BOSTON ADVISORY PARTNERS, LLC By: /s/ Kenneth J. Lohsen --------------------------------- Name: Kenneth J. Lohsen Title: Controller After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 CREDIT SUISSE FIRST BOSTON, acting solely on behalf of the Credit Suisse First Boston Business Unit By: /s/ David A. DeNunzio --------------------------------- Name: David A. DeNunzio Title: Managing Director After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 CREDIT SUISSE FIRST BOSTON (BERMUDA)LIMITED By: /s/ David A. DeNunzio --------------------------------- Name: David A. DeNunzio Title: President After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 HEMISPHERE PRIVATE EQUITY PARTNERS, LTD. By: /s/ Marty Brandt --------------------------------- Name: Marty Brandt Title: Alternate Director After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 22, 2000 HEMISPHERE PRIVATE EQUITY PARTNERS CHARITABLE TRUST By: Hemisphere Trust Company Limited in its capacity as trustee By: /s/ Marty Brandt --------------------------------- Name: Marty Brandt Title: Director SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE GROUP The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Credit Suisse Group are set forth below. Except as indicated below, (i) the individual's business address is P.O. Box 1, 8070 Zurich, Switzerland, (ii) each occupation set forth opposite an individual's name refers to Credit Suisse Group and (iii) all of the persons listed below are citizens of Switzerland. PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF NAME AND BUSINESS ADDRESS OF DIRECTORS EMPLOYER - -------------------------------------- ------------------------------------------------ Lukas Muhlemann - Chairman.................. Chairman of the Board and Chief Executive Officer of Credit Suisse Group Peter Brabeck-Letmathe - Vice-Chairman Vice-Chairman of the Board and Chief Executive Nestle SA, 1800 Vevey, Switzerland....... Officer of Nestle SA Dr. Thomas W. Bechtler...................... Chairman of the Board of Zellweger Luwa AG Zellweger Luwa AG, Wilstrasse 11, 8610 Uster, Switzerland Philippe Bruggisser......................... President and Chief Executive Officer of SAirGroup SairGroup, 8058 Zurich Airport, Switzerland Dr. Marc-Henri Chaudet...................... Attorney-at-Law Avenue Paul-Ceresole 3, P.O. Box 908 1800 Vevey, Switzerland Gerald Clark................................ Vice-Chairman of the Board and Chief Investment Metropolitan Life Insurance Company, Officer of Metropolitan Life Insurance Company One Madison Avenue, New York, NY 10010 USA Prof. Dr. Arthur W. Dunkel.................. Former General Manager of GATT 56, Rue du Stand, 1204 Geneva, Switzerland John M. Hennessy............................ Chairman Private Equity of Credit Suisse First Boston Eleven Madison Avenue, New York, NY 10010 USA Walter B. Kielholz.......................... Chief Executive Officer of Swiss Re Swiss Re, Mythenquai 50/60, 8022 Zurich, Switzerland Lionel I. Pincus............................ Chairman and Chief Executive Officer of E.M. Warburg, E.M. Warburg, Pincus & Co., LLC, Pincus & Co. 466 Lexington Avenue, New York, NY 10017 USA Thomas M. Schmidheiny....................... Chairman of the Board and of the Executive Committee "Holderbank" Financiere Glaris Ltd., of "Holderbank" Financiere Glaris Ltd. Zurcherstrasse 156, 8645 Jona, Switzerland Verena Spoerry.............................. Member of the Council of States Giesshubelstrasse 45, 8045 Zurich, Switzerland Aziz R. D. Syriani.......................... President and Chief Operating Officer of The Olayan The Olayan Group, 111 Poseidonos Group Avenue, P.O. Box 70028, Glyfada, Athens 17610, Greece Dr. Daniel L. Vasella....................... Chairman and Chief Executive Officer of Novartis AG Novartis AG, 4002 Basel, Switzerland Lukas Muhlemann ............................ Chief Executive Officer Dr. Hans-Ulrich Doerig...................... Vice Chairman of the Executive Board, Chief Risk Officer Philip Keebler Ryan......................... Chief Financial Officer Rolf Dorig.................................. Chief Executive Officer of Credit Suisse Banking Credit Suisse, P.O. Box 100, 8070 Zurich, Switzerland Oswald Jurgen Grubel........................ Chief Executive Officer of Credit Suisse Private Credit Suisse Private Banking, Banking P.O. Box 500, 8070 Zurich, Switzerland Allen D. Wheat.............................. Chief Executive Officer of Credit Suisse First Boston Eleven Madison Avenue, New York, NY 10010 USA Richard Edward Thornburg.................... Vice Chairman of the Executive Board of Credit Suisse Eleven Madison Avenue, New York, NY First Boston 10010 USA Phillip Maxwell Colebatch .................. Chief Executive Officer of Credit Suisse Asset Credit Suisse Asset Management, Management Beaufort House, 15 St. Botolph Street, London EC3A 7JJ United Kingdom Dr. Thomas Peter Wellauer .................. Chief Executive Officer of Credit Suisse Financial Credit Suisse Financial Services, P.O. Services Box 2, 8070 Zurich, Switzerland
With respect to the members of the Board of Directors, Mr. Brabaeck-Letmathe is a citizen of Austria, Messrs. Clark, Hennessy, and Pincus are citizens of the United States of America, and Mr. Syriani is a citizen of Canada. With respect to the Executive Board/Executive Officers of Credit Suisse Group, Mr. Colebatch is a citizen of Australia, Mr. Grubel is a citizen of Germany, and Messrs. Thornburgh, Ryan and Wheat are citizens of the United States of America. SCHEDULE II EXECUTIVE BOARD MEMBERS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON BUSINESS UNIT The name, business address, title, present principal occupation or employment of each of the executive board members and executive officers of the Credit Suisse First Boston Business Unit are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Credit Suisse First Boston Business Unit. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - -------------------------------------- ------------------------------------------------------- Executive Board Members and Executive Officers Allen D. Wheat........................ Chairman of the Executive Board and President and Chairman Chief Executive Officer of CSFB Business Unit and Member of the Executive Board, Credit Suisse Group Brady W. Dougan....................... Head of Equities of CSFB Business Unit Board Member Stephen A.M. Hester................... Head of Fixed Income, CSFB Business Unit (U.K. citizen) Board Member David C. Mulford...................... Chairman International, Credit Suisse First Boston Board Member (U.K. citizen) One Cabot Square London, England E14 4QJ Stephen E. Stonefield................. Chairman of Pacific Region, Credit Suisse First Boston Board Member One Raffles Link Singapore Charles G. Ward III................... Co-Head of Investment Banking, CSFB Business Unit Board Member Anthony F. Daddino.................... Chief Administrative Officer of CSFB Business Unit Board Member Hamilton E. James..................... Co-Head of Investment Banking of CSFB Business Unit Board Member Gates H. Hawn......................... Head of Financial Services of CSFB Business Unit Board Member Bennett Goodman....................... Managing Director and Global Head of Leveraged Board Member Finance Fixed Income Division CSFB Business Unit 277 Park Avenue New York, NY 10172 David S. Moore........................ Deputy Head of Global Equity Trading of CSFB Business Board Member Unit Joe L. Roby........................... Chairman of CSFB Business Unit Board Member Paul Calello.......................... Managing Director, Credit Suisse First Boston and Board Member Head of Equity Derivatives and Convertibles Unit Christopher Carter.................... Managing Director, Credit Suisse First Boston and Board Member Chairman, Global Equity Capital Markets and Head of 17 Columbus Courtyard European Investment Banking (U.K. citizen) London, England E14 4DA James P. Healy........................ Managing Director, Credit Suisse First Boston and Board Member Global Head of Emerging Market Group John Nelson........................... Chairman, Credit Suisse First Boston Europe Limited Board Member (U.K. citizen) One Cabot Square London, England E14 4QJ Trevor Price.......................... Managing Director, Credit Suisse First Boston and Board Member Head of Developed Markets Rates Business in the Fixed One Cabot Square Income Division (U.K. citizen) London, England E14 4QJ Richard E. Thornburgh................. Vice-Chairman of the Executive Board and Chief Board Member Financial Officer, CSFB Business Unit and Member of the Executive Board, Credit Suisse Group Joseph T. McLaughlin.................. Executive Vice President, Legal and Regulatory Board Member Affairs CSFB Business Unit
SCHEDULE III EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON ADVISORY PARTNERS, LLC The name, business address, title, present principal occupation or employment of each of the executive officers of Credit Suisse First Boston Advisory Partners, LLC are set forth below. If no business address is given the officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Credit Suisse First Boston Advisory Partners, LLC. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. PRESENT PRINCIPAL OCCUPATION INCLUDING NAME NAME AND BUSINESS ADDRESS OF EMPLOYER - ------------------------------- ------------------------------------------- Executive Officers David A. DeNunzio.............. Chief Executive Officer John M. Hennessy............... Chairman George R. Hornig............... Chief Financial and Administrative Officer Hartley Rogers................. Managing Director Michael Schmertzler............ Managing Director Frederick M.R. Smith........... Managing Director Lindsay Hollister.............. Vice President - General Counsel SCHEDULE IV DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON (BERMUDA) LIMITED The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Credit Suisse First Boston (Bermuda) Limited are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Credit Suisse First Boston (Bermuda) Limited. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. PRESENT PRINCIPAL OCCUPATION INCLUDING NAME AND BUSINESS ADDRESS NAME OF EMPLOYER - ------------------------------------ --------------------------------------- Directors and Executive Officers David A. DeNunzio................... Chairman of the Board and President Joseph F. Huber..................... Director David C. O'Leary.................... Director Andrew M. Hutcher................... Vice President and Chief Legal Officer Michael B. Radest................... Chief Compliance Officer SCHEDULE V DIRECTORS AND EXECUTIVE OFFICERS OF HEMISPHERE PRIVATE EQUITY PARTNERS, LTD. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Hemisphere Private Equity Partners, Ltd. are set forth below. If no business address is given the director's or officer's business address is Hemisphere House, Nine Church Street, Hamilton HM11, Bermuda. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Hemisphere Management Limited, which has the same business address as Hemisphere Private Equity Partners, Ltd. Unless otherwise indicated below, all of the persons listed below are citizens of Ireland. PRESENT PRINCIPAL OCCUPATION INCLUDING NAME AND BUSINESS ADDRESS NAME OF EMPLOYER - --------------------------------- -------------------------------------- Directors Christopher Wetherhill........... Consultant Thomas Healy..................... Chief Operating Officer Ronan Daly....................... Executive Vice President Executive Officers (who are not Directors) NONE Mr. Wetherhill is a British citizen. SCHEDULE VI DIRECTORS AND EXECUTIVE OFFICERS OF HEMISPHERE TRUST COMPANY LIMITED The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Hemisphere Trust Company Limited are set forth below. If no business address is given the director's or officer's business address is Hemisphere House, Nine Church Street, Hamilton HM11, Bermuda. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Hemisphere Management Limited. Unless otherwise indicated below, all of the persons listed below are citizens of Ireland. NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - -------------------------------------- ------------------------------------------------------- Directors Christopher Wetherhill.................. Consultant (British Citizen) Thomas Healy............................ Chief Operating Officer Ronan Daly.............................. Executive Vice President Margaret Every.......................... Executive Vice President Private Clients (Bermudian Citizen) Robert Mulderig......................... Chairman and Chief Executive Officer of Mutual Risk Mutual Risk Management Ltd., Management Ltd. (Bermudian Citizen) 44 Church Street, Hamilton, Bermuda Richard O'Brien......................... General Counsel to Mutual Risk Management Ltd.
Executive Officers (who are not Directors) NONE Mr. Wetherhill is a British citizen and Ms. Every and Mr. Mulderig are citizens of Bermuda. SCHEDULE VII EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON CORPORATION The name, business address, title, present principal occupation or employment of each of the directors and executive officers of the Credit Suisse First Boston Corporation are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Credit Suisse First Boston Corporation. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - ------------------------------- -------------------------------------- Executive Officers and Directors Allen D. Wheat................. Chairman of the Executive Board & President & Chief President, Chief Executive Office Executive Officer of CSFB Business Unit and Member Board Member of the Executive Board of Credit Suisse Group Brady W. Dougan................ Head of Equities of CSFB Business Unit Managing Director and Board Member Carlos Onis.................... Managing Director, Credit Suisse First Boston Managing Director and Board Member Corporation Charles G. Ward, III........... Co-Head of Investment Banking of CSFB Business Unit Managing Director and Board Member Joseph T. McLaughlin........... Executive Vice President - Legal and Regulatory Managing Director and Board Member Affairs of CSFB Business Unit Gates H. Hawn.................. Head of Financial Services,CSFB Business Unit Managing Director Frank J. Decongelio, Jr........ Managing Director of Credit Suisse First Boston Managing Director and Head of Operations Lori M. Russo.................. Vice President and Secretary of CSFB Business Unit Vice President and Secretary Lewis H. Wirshba............... Treasurer of CSFB Business Unit Managing Director and Treasurer Rochelle Pullman............... Controller of Credit Suisse First Boston Director and Controller Corporation John Gallagher................. Director of Credit Suisse First Boston Corporation Director and Director of Taxes Richard E. Thornburgh.......... Vice Chairman of the Executive Board & Managing Director and Board Member Chief Financial Officer of CSFB Business Unit and Member of the Executive Board of Credit Suisse Group Joe L. Roby.................... Chairman of CSFB Business Unit Board Member David C. Fisher................ Chief Accounting Officer of CSFB Business Unit Managing Director and Chief Financial Officer Hamilton E. James.............. Co-Head of Investment Banking of CSFB Business Unit Managing Director and Board Member 277 Park Avenue New York, NY 10172 Robert C. O'Brien.............. Chief Credit Officer of CSFB Business Unit Managing Director D. Wilson Ervin................ Head of Strategic Risk Management of CSFB Business Managing Director Unit Anthony F. Daddino............. Chief Administrative Officer of CSFB Business Unit Managing Director 277 Park Avenue New York, NY 10172 Garrett M. Moran............... Head of Private Equity of CSFB Business Unit Managing Director Richard F. Brueckner........... Managing Director of Credit Suisse First Boston Managing Director Corporation 1 Pershing Plaza Jersey City, NJ 07399 Michael J. Campbell............ Managing Director of Credit Suisse First Boston Managing Director Corporation 277 Park Avenue New York, NY 10172 David M. Brodsky............... General Counsel, Credit Suisse First Boston General Counsel Corporation
SCHEDULE VIII DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON, INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of the Credit Suisse First Boston Business, Inc. are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Credit Suisse First Boston Inc. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - ---------------------------------------- ------------------------------------------------ Directors and Executive Officers Joe L. Roby............................. Chairman of the CSFB Business Unit Board Member Allen D. Wheat.......................... Chairman of the Executive Board and President and President and Chief Executive Officer and Chief Executive Officer of the CSFB Business Unit Board Member and Member of the Executive Board of Credit Suisse Group Anthony F. Daddino...................... Chief Administrative Officer of the CSFB Business Chief Administrative Officer and Board Unit Member Brady W. Dougan......................... Head of Equities of the CSFB Business Unit Division Head-Equities and Board Member D. Wilson Ervin......................... Head of Strategic Risk Management of the CSFB Head of Strategic Risk Management Business Unit David C. Fisher......................... Chief Accounting Officer of CSFB Business Unit Chief Accounting Officer Gates H. Hawn........................... Head of Financial Services of the CSFB Business Head of Financial Services Group and Unit Board Member Stephen A.M. Hester..................... Head of Fixed Income of the CSFB Business Unit Division Head-Fixed Income and Board Member Hamilton E. James....................... Co-Head of Investment Banking of the CSFB Business Division Co-Head-Investment Unit Banking and Board Member Christopher G. Martin................... Head of Technology, Operations and Finance of the Head of Technology, CSFB Business Unit Operations and Finance Joseph T. McLaughlin.................... Executive Vice President - Legal and Regulatory General Counsel and Affairs of the CSFB Business Unit Board Member Robert C. O'Brien....................... Chief Credit Officer of the CSFB Business Unit Chief Credit Officer Richard E. Thornburgh................... Vice Chairman of the Executive Board and Chief Chief Financial Officer and Financial Officer of the CSFB Business Unit and Board Member Member of the Executive Board of Credit Suisse Group Charles G. Ward, III.................... Co-Head of Investment Banking of the CSFB Business Division Co-Head-Investment Unit Banking and Board Member Lewis H. Wirshba........................ Treasurer of the CSFB Business Unit Treasurer Garrett M. Moran........................ Head of Private Equity of the CSFB Business Unit Head of Private Equity
SCHEDULE IX DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON (USA), INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of the Credit Suisse First Boston (USA), Inc. are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Credit Suisse First Boston (USA), Inc. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - ------------------------------- --------------------------------------- Directors and Executive Officers Joe L. Roby.................... Chairman of the CSFB Business Unit Board Member Allen D. Wheat................. Chairman of the Executive Board and President and President and Chief Executive Officer Chief Executive Officer of the CSFB Business Unit and Board Member and Member of the Executive Board of Credit Suisse Group Anthony F. Daddino............. Chief Administrative Officer of the CSFB Business Chief Financial and Administrative Unit Officer and Board Member Brady W. Dougan................ Head of Equities of the CSFB Business Unit Division Head-Equities and Board Member D. Wilson Ervin................ Head of Strategic Risk Management of the CSFB Head of Strategic Risk Management Business Unit David C. Fisher................ Chief Accounting Officer of the CSFB Business Unit Chief Accounting Officer Gates H. Hawn.................. Head of Financial Services of the CSFB Business Head of Financial Services Group Unit Board Member Stephen A.M. Hester............ Head of Fixed Income of the CSFB Business Unit Division Head-Fixed Income and Board Member Hamilton E. James.............. Co-Head of Investment Banking of the CSFB Business Division Co-Head-Investment Unit Banking and Board Member Christopher G. Martin.......... Head of Technology, Operations and Finance of the Head of Technology, CSFB Business Unit Operations and Finance Joseph T. McLaughlin........... Executive Vice President - Legal and Regulatory General Counsel and Affairs of the CSFB Business Unit Board Member Garrett M. Moran............... Head of Private Equity of the CSFB Business Unit Division Head of Private Equity Robert C. O'Brien.............. Head of Private Equity of the CSFB Business Unit Chief Credit Officer Richard E. Thornburgh.......... Vice Chairman of the Executive Board and Chief Division Head-Finance, Financial Officer of the CSFB Business Unit and Administration and Operations Member of the Executive Board of Credit Suisse and Board Member Group Charles G. Ward, III........... Co-Head of Investment Banking of the CSFB Business Division Co-Head-Investment Unit Banking and Board Member Lewis H. Wirshba............... Treasurer of the CSFB Business Unit Treasurer Robert M. Baylis............... Member of the Board of Directors for various Board Member unaffiliated companies and organizations Philip K. Ryan................. Member of the Executive Board and Chief Financial Board Member Officer of Credit Suisse Group Maynard J. Toll, Jr............ Retired Investment Banker; Chairman, Edmund S. Board Member Muskie Foundation; President, Nelson & Toll Properties, Ltd.
SCHEDULE X DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON MANAGEMENT CORPORATION The name, business address, title, present principal occupation or employment of each of the directors and executive officers of the Credit Suisse First Boston Management Corporation are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Credit Suisse First Boston Management Corporation. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - ------------------------------- -------------------------------------------- Directors and Executive Officers Brady W. Dougan................ Head of Equities of CSFB Business Unit Board Member Stephen A.M. Hester............ Head of Fixed Income of CSFB Business Unit (U.K. Board Member citizen) Carlos Onis.................... Managing Director, Credit Suisse First Boston Corp. Board Member Richard E. Thornburgh.......... Vice Chairman of the Executive Board & Chief Board Member Financial Officer of CSFB Business Unit and Member of the Executive Board of Credit Suisse Group Charles G. Ward, III........... Co-Head of Investment Banking of CSFB Business Unit Board Member Managing Director, Credit Suisse First Boston Corporation Lewis H. Wirshba............... Treasurer of CSFB Business Unit Board Member Mark Patterson................ Vice Chairman, Credit Suisse First Boston Corp. President SCHEDULE XI DIRECTORS AND EXECUTIVE OFFICERS OF CREDIT SUISSE FIRST BOSTON MERCHANT BANK, INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of the Credit Suisse First Boston Merchant Bank, Inc. are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to the Credit Suisse First Boston Merchant Bank, Inc. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - ------------------------------- ------------------------------------------ Directors and Executive Officers David A. DeNunzio.............. Chief Executive Officer, Private Equity Division Board Member, President & CEO John M. Hennessy............... Chairman, Private Equity Division Board Member, Chairman of the Board Charles G. Ward, III........... Co-Head of Investment Banking of CSFB Business Unit Board Member Managing Director, Credit Suisse First Boston Corporation Allen D. Wheat................. Chairman of the Executive Board & President & Chief Board Member Executive Officer of CSFB Business Unit and Member of the Executive Board of Credit Suisse Group Lewis H. Wirshba............... Treasurer of CSFB Business Unit Board Member
SCHEDULE XII DIRECTORS AND EXECUTIVE OFFICERS OF MERCHANT CAPITAL, INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of the Merchant Capital, Inc. are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Merchant Capital, Inc. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - ------------------------------- -------------------------------------------- Directors and Executive Officers David A. DeNunzio.............. Chief Executive Officer, Private Equity Division Board Member, President & CEO John M. Hennessy............... Chairman, Private Equity Division Board Member, Chairman of the Board Mark Patterson................. Vice Chairman, Credit Suisse First Boston Board Member, Vice President Corporation Frank Quattrone................ Managing Director of International Banking Division Board Member Head of Global Technology Group of Credit Suisse First Boston Corporation Richard E. Thornburgh.......... Vice Chairman of the Executive Board & Chief Board Member, Vice President Financial Officer of CSFB Business Unit and Member of the Executive Board of Credit Suisse Group Charles G. Ward, III........... Co-Head of Investment Banking of CSFB Business Unit Board Member Managing Director, Credit Suisse First Boston Corporation Allen D. Wheat................. Chairman of the Executive Board & President & Chief Board Member Executive Officer of CSFB Business Unit and Member of the Executive Board of Credit Suisse Group Stephen A.M. Hester............ Head of Fixed Income of CSFB Business Unit (U.K. Vice President citizen) Andrew M. Hutcher.............. Director and Counsel, Credit Suisse First Boston Vice President Corporation David C. O'Leary............... Managing Director of Global Human Resources of CSFB Vice President Business Unit Henry Robin.................... Director of International Banking Division - Vice President Merchant Banking George R. Hornig............... Chief Financial & Administrative Officer, Private Chief Financial & Administrative Equity Division Officer
SCHEDULE XIII DIRECTORS AND EXECUTIVE OFFICERS OF MERCHANT HOLDING, INC. The name, business address, title, present principal occupation or employment of each of the directors and executive officers of the Merchant Holding, Inc. are set forth below. If no business address is given the director's or officer's business address is Eleven Madison Avenue, New York, NY 10010. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Merchant Holding, Inc. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER - ------------------------------- -------------------------------------------- Directors and Executive Officers David A. DeNunzio.............. Chief Executive Officer, Private Equity Division Board Member, President & CEO John M. Hennessy............... Chairman, Private Equity Division Board Member, Chairman of the Board Allen D. Wheat................. Chairman of the Executive Board & President & Chief Board Member Executive Officer of CSFB Business Unit and Member of the Executive Board of Credit Suisse Group George R. Hornig............... Chief Financial & Administrative Officer of the Chief Financial & Administrative Private Equity Division
EX-99 2 0002.txt EXHIBIT 1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of December 15, 2000, is made and entered into by and between MascoTech, Inc., a Delaware corporation (the "Company"), and Credit Suisse First Boston U.S. Executive Advisors, L.P. (the "Purchaser"). WHEREAS, the Purchaser desires to invest $17,780.80 in cash to purchase Shares (as hereinafter defined) of the Company. WHEREAS, Purchaser desires to subscribe for and purchase from the Company, and the Company desires to sell to Purchaser, Shares of the Company. WHEREAS, Purchaser is subscribing for the Shares in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of September 29, 2000, by and among Simpson Industries, Inc. ("Simpson"), Simmer Acquisition Company LLC ("SACLLC") and Simmer Acquisition Corporation ("SAC") (as modified by the Assignment Agreement dated as of the date hereof, "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement SAC will be merged (the"Merger") with and into Simpson with Simpson as the surviving corporation (the "Surviving Corporation"). IN CONSIDERATION of the foregoing and of their mutual covenants set forth in this Agreement, the parties hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Company" has the meaning set forth in introductory paragraph hereto. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations in effect from time to time thereunder. "Shares" means the common stock, par value $1.00 per share, of the Company. "Person" means any individual, corporation, partnership, association, trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof. "Purchase Price" means $17,778.80, based upon a price of $16.90 per Share. "Purchased Shares" has the meaning set forth in Section 2(a). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations in effect from time to time thereunder. 2. Subscription for and Acquisition of Purchased Shares. Purchaser and the Company agree as follows: (a) Subscription for Purchased Shares: Purchase Price. Upon the terms and subject to the conditions hereinafter set forth, Purchaser hereby subscribes for and shall purchase, and the Company shall issue and sell to Purchaser, the number of Shares set forth below Purchaser's signature on the signature pages hereof (collectively, the "Purchased Shares") at the Purchase Price in cash. (b) Closing. The closing (the "Closing") of the purchase and sale of the Purchased Shares shall take place on the date hereof at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York, or at such other place as the parties hereto shall mutually agree. At the Closing, (i) the Company shall deliver to Purchaser a certificate or certificates representing its Purchased Shares as subscribed for by Purchaser and (ii) Purchaser shall deliver or cause to be delivered to the Company the Purchase Price in immediately available funds. (c) Restricted Shares. The Shares for which Purchaser is subscribing under this Agreement are not registered under the Securities Act, or qualified under any state securities laws. The Shares for which Purchaser is subscribing under this Agreement are being issued on the basis that the offering and/or sale by the Company to Purchaser provided for in this Agreement and the issuance by the Company of such Shares to Purchaser under this Agreement are exempt from registration under the Securities Act and from applicable state securities laws. The Company's reliance on such exemptions is predicated on Purchaser's representations and warranties set forth in this Agreement. (d) Legend. Each certificate representing the Shares shall bear substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE." 3. Representations and Warranties and Other Agreements of Purchaser. (a) Representations and Warranties. Purchaser represents and warrants that: (i) The Purchased Shares being acquired by Purchaser hereunder are being acquired for Purchaser's own account and not with the view to, or for resale in connection with, any distribution. (ii) Purchaser acknowledges that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act. Purchaser has such knowledge, skill and experience in business, financial and investment matters, that it is capable of evaluating the merits, risks and consequences of an investment in the Shares and Purchaser is able to bear the economic risk of loss of this investment. Purchaser has made such independent investigation of the Company and the transactions contemplated by the Merger Agreement as it deems necessary or advisable in connection with its purchase of the Purchased Shares. (iii) Purchaser has been advised by the Company that: (A) neither the offer nor sale of any Purchased Shares has been registered under the Securities Act or any state or foreign securities or "blue sky" laws; (B) the Purchased Shares are characterized as "restricted securities" under the Securities Act as they are being acquired from the Company in a transaction not involving a public offering and that the Purchaser will not transfer, sell, assign, pledge or otherwise dispose of the Purchased Shares without the prior consent of the Company except as permitted by the Shareholders Agreement (as defined below); and (C) that any transfer of such Purchased Shares will be subject to the provisions and covenants of a shareholder agreement (the "Shareholders Agreement") dated November 28, 2000 by and between the Company and certain shareholders of the Company. (iv) Purchaser has duly and validly executed and delivered this Agreement. (v) This Agreement constitutes a valid, binding and enforceable agreement of Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vi) The execution, delivery and performance by Purchaser of this Agreement does not and will not (A) constitute or result in a breach of or default (or an event which, with notice or lapse of time, or both, has the potential of constituting a default) under any agreement to which Purchaser is a party, (B) violate any law binding upon Purchaser or (C) require the consent of any third party. 4. Representations and Warranties and Other Agreements of the Company. (a) Representations and Warranties. The Company represents and warrants to Purchaser that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (ii) The Company has full corporate power and authority to execute and deliver this Agreement and the other documents or transactions contemplated by the Merger Agreement and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by the Company. (iii) The documents or transactions contemplated by the Merger Agreement to which the Company is a party have been duly authorized by the Company. (iv) This Agreement constitutes a valid, binding and enforceable agreement of the Company, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (v) The execution, delivery and performance by the Company of this Agreement and the other documents or transactions contemplated by the Merger Agreement do not and will not (A) constitute or result in a breach of or a default (or an event which, with notice or lapse of time, or both, has the potential of constituting a default) under any charter document or By-laws of the Company or any material agreement, instrument or document to which the Company is a party or to which any of its assets is subject or bound, (B) violate any law binding upon the Company or (C) require the consent of any third party or governmental agency except for any consents which have been or will be obtained. (vi) The Purchased Shares, upon issuance by the Company following receipt of the consideration provided for herein, will be duly authorized, validly issued, fully paid and non-assessable free and clear of liens, charges, encumbrances and preemptive rights. (vii) Assuming the accuracy of the representations set forth in Section 3 hereof, the offer and sale of the Purchased Shares is exempt from the registration requirements of the Securities Act. (viii)The terms and conditions of this Agreement are substantially similar to those terms and conditions contained in all other such subscription agreements being entered into by the Company and other subscribers for Shares in connection with the Merger and the Company has not entered into any side agreements with the other subscribers with respect to their investment in the Company. (ix) Immediately prior to the Closing, the authorized capital stock of the Company consists of 275 million Shares, of which 34,384,053 issued and outstanding. Immediately following the Closing, the authorized capital stock of the Company shall consist of 275 million Shares, of which 41,839,667 Shares shall be issued and outstanding. Except in connection with the foregoing, pursuant to the Shareholders Agreement or in connection with existing restricted stock awards, no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right. (b) Notification of Changes. The Company shall notify Purchaser upon the occurrence of any event prior to Closing which would cause any representation or warranty of the Company contained in this Agreement to be false or incorrect. (c) Use of Proceeds. The Company shall use the proceeds from the sale of the Shares to consummate the transactions contemplated by the Merger Agreement and to pay fees and expenses in connection with the consummation of the Merger. (d) Repayment of Purchase Price. The Company agrees that, if the Merger shall not have been consummated by December 15, 2000, the Company shall immediately repay to Purchaser an amount equal to the Purchase Price but only to the extent that the Purchaser has actually paid the Purchase Price to the Company. 5. Conditions to Performance. (a) Conditions to the Company's Obligations. The Company's obligations to issue to Purchaser the Purchased Shares hereunder are subject to the performance by Purchaser at or prior to the Closing of all of the agreements of Purchaser contemplated to be performed hereunder at or prior to the Closing and to the satisfaction at or prior to the Closing of the following further condition that the representations and warranties of Purchaser contained in Section 3 hereof shall be true and correct as of the Closing. (b) Conditions to Purchaser's Obligations. The obligations of Purchaser to deliver the Purchase Price for its Purchased Shares are subject to the condition that the representations and warranties of the Company contained in Section 4 hereof shall be true and correct as of the Closing. The obligations of Purchaser are further subject to the receipt of an opinion of Cahill Gordon & Reindel dated as of the Closing, in the form attached hereto as Exhibit B. 6. Survival. The representations and warranties and the covenants of the Company set forth in this Agreement shall survive the Closing and the Merger. 7. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the heirs, successors and assigns of the parties hereto. 8. Assignment. Purchaser shall not assign any rights under this Agreement without the prior written consent of the Company. Any purported assignment of rights hereunder by Purchaser which has not been consented to by the Company shall be void. 9. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. 10. Invalidity of Provisions. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. 11. Headings; Execution in Counterparts. The headings and captions contained herein are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same instrument. 12. Notices. All notices and other communications provided for herein shall be dated and in writing and shall be deemed to have been duly given when delivered, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, and when received if delivered otherwise, to the party to whom it is directed: (a) If to the Company, to it at the following address: MascoTech, Inc. 21001 Van Born Road Taylor, MI 48180 Attn: President with a copy to: Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 Ann: Jonathan A. Schaffzin, Esq. (b) If to Purchaser, to Purchaser at the address of Purchaser listed in the Company's records or at such other address as such party shall have specified by notice in writing to the other party in accordance with this Section 12. with a copy to: Skadden, Arps, Slate, Meagher & Flom Four Times Square 35th Floor New York, New York 10036 Attn: Eileen Nugent 13. Amendment. This Agreement may not be amended, modified or supplemented and no waivers of or consents to departures from the provisions hereof may be given unless consented to in writing by Purchaser, on the one hand, and the Company, on the other hand. Unless otherwise specified in such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. 14. Integration. The parties agree that this Agreement and the Shareholders Agreement contain the entire understanding between the parties hereto and thereto relating to the subject matter hereof and thereof. 15. Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give to any third party any rights or remedies against any party hereto. 16. Further Assurances. Each of the parties hereto covenants and agrees upon the request of the other, to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to give full effect to this Agreement. 17. Publicity. Neither of the parties hereto shall issue any press release or make any public disclosure regarding the transactions contemplated hereby unless such press release or public disclosure shall be approved by those parties mentioned in such press release or public disclosure in advance. Notwithstanding the foregoing, each of the parties hereto may, in documents required to be filed by it with the SEC or other regulatory body, make such statements with respect to the transactions contemplated hereby as each may be advised by counsel is legally necessary or advisable, and may make such disclosure as it is advised by its counsel is required by law. [Signature Page Follows] IN WITNESS WHEREOF. Purchaser and the Company have executed this Agreement as of the date first above written. MASCOTECH. INC. By: /s/ David B. Liner ------------------------------ Name: David B. Liner Title: Vice President CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE ADVISORS, L.P. By: CREDIT SUISSE FIRST BOSTON ADVISORY PARTNERS, LLC, its General Partner By: /s/ Hartley R. Rogers ------------------------------- Name: Hartley R. Rogers Title: Attorney in fact Number of Shares to be purchased by above Purchaser: 1,052 EX-99 3 0003.txt EXHIBIT 2 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of December 15, 2000, is made and entered into by and between MascoTech, Inc., a Delaware corporation (the "Company"), and Credit Suisse First Boston Equity Partners, L.P. (the "Purchaser"). WHEREAS, the Purchaser desires to invest $19,524,586.90 in cash to purchase Shares (as hereinafter defined) of the Company. WHEREAS, Purchaser desires to subscribe for and purchase from the Company, and the Company desires to sell to Purchaser, Shares of the Company. WHEREAS, Purchaser is subscribing for the Shares in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of September 29, 2000, by and among Simpson Industries, Inc. ("Simpson"), Simmer Acquisition Company LLC ("SACLLC") and Simmer Acquisition Corporation ("SAC") (as modified by the Assignment Agreement dated as of the date hereof, "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement SAC will be merged (the"Merger") with and into Simpson with Simpson as the surviving corporation (the "Surviving Corporation"). IN CONSIDERATION of the foregoing and of their mutual covenants set forth in this Agreement, the parties hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Company" has the meaning set forth in introductory paragraph hereto. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations in effect from time to time thereunder. "Shares" means the common stock, par value $1.00 per share, of the Company. "Person" means any individual, corporation, partnership, association, trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof. "Purchase Price" means $19,524,586.90, based upon a price of $16.90 per Share. "Purchased Shares" has the meaning set forth in Section 2(a). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations in effect from time to time thereunder. 2. Subscription for and Acquisition of Purchased Shares. Purchaser and the Company agree as follows: (a) Subscription for Purchased Shares: Purchase Price. Upon the terms and subject to the conditions hereinafter set forth, Purchaser hereby subscribes for and shall purchase, and the Company shall issue and sell to Purchaser, the number of Shares set forth below Purchaser's signature on the signature pages hereof (collectively, the "Purchased Shares") at the Purchase Price in cash. (b) Closing. The closing (the "Closing") of the purchase and sale of the Purchased Shares shall take place on the date hereof at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York, or at such other place as the parties hereto shall mutually agree. At the Closing, (i) the Company shall deliver to Purchaser a certificate or certificates representing its Purchased Shares as subscribed for by Purchaser and (ii) Purchaser shall deliver or cause to be delivered to the Company the Purchase Price in immediately available funds. (c) Restricted Shares. The Shares for which Purchaser is subscribing under this Agreement are not registered under the Securities Act, or qualified under any state securities laws. The Shares for which Purchaser is subscribing under this Agreement are being issued on the basis that the offering and/or sale by the Company to Purchaser provided for in this Agreement and the issuance by the Company of such Shares to Purchaser under this Agreement are exempt from registration under the Securities Act and from applicable state securities laws. The Company's reliance on such exemptions is predicated on Purchaser's representations and warranties set forth in this Agreement. (d) Legend. Each certificate representing the Shares shall bear substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE." 3. Representations and Warranties and Other Agreements of Purchaser. (a) Representations and Warranties. Purchaser represents and warrants that: (i) The Purchased Shares being acquired by Purchaser hereunder are being acquired for Purchaser's own account and not with the view to, or for resale in connection with, any distribution. (ii) Purchaser acknowledges that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act. Purchaser has such knowledge, skill and experience in business, financial and investment matters, that it is capable of evaluating the merits, risks and consequences of an investment in the Shares and Purchaser is able to bear the economic risk of loss of this investment. Purchaser has made such independent investigation of the Company and the transactions contemplated by the Merger Agreement as it deems necessary or advisable in connection with its purchase of the Purchased Shares. (iii) Purchaser has been advised by the Company that: (A) neither the offer nor sale of any Purchased Shares has been registered under the Securities Act or any state or foreign securities or "blue sky" laws; (B) the Purchased Shares are characterized as "restricted securities" under the Securities Act as they are being acquired from the Company in a transaction not involving a public offering and that the Purchaser will not transfer, sell, assign, pledge or otherwise dispose of the Purchased Shares without the prior consent of the Company except as permitted by the Shareholders Agreement (as defined below); and (C) that any transfer of such Purchased Shares will be subject to the provisions and covenants of a shareholder agreement (the "Shareholders Agreement") dated November 28, 2000 by and between the Company and certain shareholders of the Company. (iv) Purchaser has duly and validly executed and delivered this Agreement. (v) This Agreement constitutes a valid, binding and enforceable agreement of Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vi) The execution, delivery and performance by Purchaser of this Agreement does not and will not (A) constitute or result in a breach of or default (or an event which, with notice or lapse of time, or both, has the potential of constituting a default) under any agreement to which Purchaser is a party, (B) violate any law binding upon Purchaser or (C) require the consent of any third party. 4. Representations and Warranties and Other Agreements of the Company. (a) Representations and Warranties. The Company represents and warrants to Purchaser that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (ii) The Company has full corporate power and authority to execute and deliver this Agreement and the other documents or transactions contemplated by the Merger Agreement and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by the Company. (iii) The documents or transactions contemplated by the Merger Agreement to which the Company is a party have been duly authorized by the Company. (iv) This Agreement constitutes a valid, binding and enforceable agreement of the Company, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (v) The execution, delivery and performance by the Company of this Agreement and the other documents or transactions contemplated by the Merger Agreement do not and will not (A) constitute or result in a breach of or a default (or an event which, with notice or lapse of time, or both, has the potential of constituting a default) under any charter document or By-laws of the Company or any material agreement, instrument or document to which the Company is a party or to which any of its assets is subject or bound, (B) violate any law binding upon the Company or (C) require the consent of any third party or governmental agency except for any consents which have been or will be obtained. (vi) The Purchased Shares, upon issuance by the Company following receipt of the consideration provided for herein, will be duly authorized, validly issued, fully paid and non-assessable free and clear of liens, charges, encumbrances and preemptive rights. (vii) Assuming the accuracy of the representations set forth in Section 3 hereof, the offer and sale of the Purchased Shares is exempt from the registration requirements of the Securities Act. (viii)The terms and conditions of this Agreement are substantially similar to those terms and conditions contained in all other such subscription agreements being entered into by the Company and other subscribers for Shares in connection with the Merger and the Company has not entered into any side agreements with the other subscribers with respect to their investment in the Company. (ix) Immediately prior to the Closing, the authorized capital stock of the Company consists of 275 million Shares, of which 34,384,053 issued and outstanding. Immediately following the Closing, the authorized capital stock of the Company shall consist of 275 million Shares, of which 41,839,667 Shares shall be issued and outstanding. Except in connection with the foregoing, pursuant to the Shareholders Agreement or in connection with existing restricted stock awards, no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right. (b) Notification of Changes. The Company shall notify Purchaser upon the occurrence of any event prior to Closing which would cause any representation or warranty of the Company contained in this Agreement to be false or incorrect. (c) Use of Proceeds. The Company shall use the proceeds from the sale of the Shares to consummate the transactions contemplated by the Merger Agreement and to pay fees and expenses in connection with the consummation of the Merger. (d) Repayment of Purchase Price. The Company agrees that, if the Merger shall not have been consummated by December 15, 2000, the Company shall immediately repay to Purchaser an amount equal to the Purchase Price but only to the extent that the Purchaser has actually paid the Purchase Price to the Company. 5. Conditions to Performance. (a) Conditions to the Company's Obligations. The Company's obligations to issue to Purchaser the Purchased Shares hereunder are subject to the performance by Purchaser at or prior to the Closing of all of the agreements of Purchaser contemplated to be performed hereunder at or prior to the Closing and to the satisfaction at or prior to the Closing of the following further condition that the representations and warranties of Purchaser contained in Section 3 hereof shall be true and correct as of the Closing. (b) Conditions to Purchaser's Obligations. The obligations of Purchaser to deliver the Purchase Price for its Purchased Shares are subject to the condition that the representations and warranties of the Company contained in Section 4 hereof shall be true and correct as of the Closing. The obligations of Purchaser are further subject to the receipt of an opinion of Cahill Gordon & Reindel dated as of the Closing, in the form attached hereto as Exhibit B. 6. Survival. The representations and warranties and the covenants of the Company set forth in this Agreement shall survive the Closing and the Merger. 7. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the heirs, successors and assigns of the parties hereto. 8. Assignment. Purchaser shall not assign any rights under this Agreement without the prior written consent of the Company. Any purported assignment of rights hereunder by Purchaser which has not been consented to by the Company shall be void. 9. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. 10. Invalidity of Provisions. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. 11. Headings; Execution in Counterparts. The headings and captions contained herein are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same instrument. 12. Notices. All notices and other communications provided for herein shall be dated and in writing and shall be deemed to have been duly given when delivered, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, and when received if delivered otherwise, to the party to whom it is directed: (a) If to the Company, to it at the following address: MascoTech, Inc. 21001 Van Born Road Taylor, MI 48180 Attn: President with a copy to: Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 Ann: Jonathan A. Schaffzin, Esq. (b) If to Purchaser, to Purchaser at the address of Purchaser listed in the Company's records or at such other address as such party shall have specified by notice in writing to the other party in accordance with this Section 12. with a copy to: Skadden, Arps, Slate, Meagher & Flom Four Times Square 35th Floor New York, New York 10036 Attn: Eileen Nugent 13. Amendment. This Agreement may not be amended, modified or supplemented and no waivers of or consents to departures from the provisions hereof may be given unless consented to in writing by Purchaser, on the one hand, and the Company, on the other hand. Unless otherwise specified in such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. 14. Integration. The parties agree that this Agreement and the Shareholders Agreement contain the entire understanding between the parties hereto and thereto relating to the subject matter hereof and thereof. 15. Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give to any third party any rights or remedies against any party hereto. 16. Further Assurances. Each of the parties hereto covenants and agrees upon the request of the other, to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to give full effect to this Agreement. 17. Publicity. Neither of the parties hereto shall issue any press release or make any public disclosure regarding the transactions contemplated hereby unless such press release or public disclosure shall be approved by those parties mentioned in such press release or public disclosure in advance. Notwithstanding the foregoing, each of the parties hereto may, in documents required to be filed by it with the SEC or other regulatory body, make such statements with respect to the transactions contemplated hereby as each may be advised by counsel is legally necessary or advisable, and may make such disclosure as it is advised by its counsel is required by law. [Signature Page Follows] IN WITNESS WHEREOF. Purchaser and the Company have executed this Agreement as of the date first above written. MASCOTECH. INC. By: /s/ David B. Liner ------------------------------ Name: David B. Liner Title: Vice President CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS, L.P. By: CREDIT SUISSE FIRST BOSTON ADVISORY PARTNERS, LLC, its General Partner By: /s/ Hartley R. Rogers ------------------------------- Name: Hartley R. Rogers Title: Attorney in fact Number of Shares to be purchased by above Purchaser: 1,155,301 EX-99 4 0004.txt EXHIBIT 3 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of December 15, 2000, is made and entered into by and between MascoTech, Inc., a Delaware corporation (the "Company"), and Credit Suisse First Boston Equity Partners (Bermuda), L.P. (the "Purchaser"). WHEREAS, the Purchaser desires to invest $5,457,635.30 in cash to purchase Shares (as hereinafter defined) of the Company. WHEREAS, Purchaser desires to subscribe for and purchase from the Company, and the Company desires to sell to Purchaser, Shares of the Company. WHEREAS, Purchaser is subscribing for the Shares in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of September 29, 2000, by and among Simpson Industries, Inc. ("Simpson"), Simmer Acquisition Company LLC ("SACLLC") and Simmer Acquisition Corporation ("SAC") (as modified by the Assignment Agreement dated as of the date hereof, "Merger Agreement"). WHEREAS, pursuant to the Merger Agreement SAC will be merged (the"Merger") with and into Simpson with Simpson as the surviving corporation (the "Surviving Corporation"). IN CONSIDERATION of the foregoing and of their mutual covenants set forth in this Agreement, the parties hereby agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Company" has the meaning set forth in introductory paragraph hereto. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations in effect from time to time thereunder. "Shares" means the common stock, par value $1.00 per share, of the Company. "Person" means any individual, corporation, partnership, association, trust or any other entity or organization, including a government, a political subdivision or an agency or instrumentality thereof. "Purchase Price" means $5,457,635.30, based upon a price of $16.90 per Share. "Purchased Shares" has the meaning set forth in Section 2(a). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations in effect from time to time thereunder. 2. Subscription for and Acquisition of Purchased Shares. Purchaser and the Company agree as follows: (a) Subscription for Purchased Shares: Purchase Price. Upon the terms and subject to the conditions hereinafter set forth, Purchaser hereby subscribes for and shall purchase, and the Company shall issue and sell to Purchaser, the number of Shares set forth below Purchaser's signature on the signature pages hereof (collectively, the "Purchased Shares") at the Purchase Price in cash. (b) Closing. The closing (the "Closing") of the purchase and sale of the Purchased Shares shall take place on the date hereof at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York, or at such other place as the parties hereto shall mutually agree. At the Closing, (i) the Company shall deliver to Purchaser a certificate or certificates representing its Purchased Shares as subscribed for by Purchaser and (ii) Purchaser shall deliver or cause to be delivered to the Company the Purchase Price in immediately available funds. (c) Restricted Shares. The Shares for which Purchaser is subscribing under this Agreement are not registered under the Securities Act, or qualified under any state securities laws. The Shares for which Purchaser is subscribing under this Agreement are being issued on the basis that the offering and/or sale by the Company to Purchaser provided for in this Agreement and the issuance by the Company of such Shares to Purchaser under this Agreement are exempt from registration under the Securities Act and from applicable state securities laws. The Company's reliance on such exemptions is predicated on Purchaser's representations and warranties set forth in this Agreement. (d) Legend. Each certificate representing the Shares shall bear substantially the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER. ANY SALE PURSUANT TO CLAUSE (ii) OF THE PRECEDING SENTENCE MUST BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH EXEMPTION FROM REGISTRATION IS AVAILABLE IN CONNECTION WITH SUCH SALE." 3. Representations and Warranties and Other Agreements of Purchaser. (a) Representations and Warranties. Purchaser represents and warrants that: (i) The Purchased Shares being acquired by Purchaser hereunder are being acquired for Purchaser's own account and not with the view to, or for resale in connection with, any distribution. (ii) Purchaser acknowledges that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act. Purchaser has such knowledge, skill and experience in business, financial and investment matters, that it is capable of evaluating the merits, risks and consequences of an investment in the Shares and Purchaser is able to bear the economic risk of loss of this investment. Purchaser has made such independent investigation of the Company and the transactions contemplated by the Merger Agreement as it deems necessary or advisable in connection with its purchase of the Purchased Shares. (iii) Purchaser has been advised by the Company that: (A) neither the offer nor sale of any Purchased Shares has been registered under the Securities Act or any state or foreign securities or "blue sky" laws; (B) the Purchased Shares are characterized as "restricted securities" under the Securities Act as they are being acquired from the Company in a transaction not involving a public offering and that the Purchaser will not transfer, sell, assign, pledge or otherwise dispose of the Purchased Shares without the prior consent of the Company except as permitted by the Shareholders Agreement (as defined below); and (C) that any transfer of such Purchased Shares will be subject to the provisions and covenants of a shareholder agreement (the "Shareholders Agreement") dated November 28, 2000 by and between the Company and certain shareholders of the Company. (iv) Purchaser has duly and validly executed and delivered this Agreement. (v) This Agreement constitutes a valid, binding and enforceable agreement of Purchaser except as enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vi) The execution, delivery and performance by Purchaser of this Agreement does not and will not (A) constitute or result in a breach of or default (or an event which, with notice or lapse of time, or both, has the potential of constituting a default) under any agreement to which Purchaser is a party, (B) violate any law binding upon Purchaser or (C) require the consent of any third party. 4. Representations and Warranties and Other Agreements of the Company. (a) Representations and Warranties. The Company represents and warrants to Purchaser that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (ii) The Company has full corporate power and authority to execute and deliver this Agreement and the other documents or transactions contemplated by the Merger Agreement and to perform its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by the Company. (iii) The documents or transactions contemplated by the Merger Agreement to which the Company is a party have been duly authorized by the Company. (iv) This Agreement constitutes a valid, binding and enforceable agreement of the Company, except as such enforceability may be limited by (A) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (v) The execution, delivery and performance by the Company of this Agreement and the other documents or transactions contemplated by the Merger Agreement do not and will not (A) constitute or result in a breach of or a default (or an event which, with notice or lapse of time, or both, has the potential of constituting a default) under any charter document or By-laws of the Company or any material agreement, instrument or document to which the Company is a party or to which any of its assets is subject or bound, (B) violate any law binding upon the Company or (C) require the consent of any third party or governmental agency except for any consents which have been or will be obtained. (vi) The Purchased Shares, upon issuance by the Company following receipt of the consideration provided for herein, will be duly authorized, validly issued, fully paid and non-assessable free and clear of liens, charges, encumbrances and preemptive rights. (vii) Assuming the accuracy of the representations set forth in Section 3 hereof, the offer and sale of the Purchased Shares is exempt from the registration requirements of the Securities Act. (viii)The terms and conditions of this Agreement are substantially similar to those terms and conditions contained in all other such subscription agreements being entered into by the Company and other subscribers for Shares in connection with the Merger and the Company has not entered into any side agreements with the other subscribers with respect to their investment in the Company. (ix) Immediately prior to the Closing, the authorized capital stock of the Company consists of 275 million Shares, of which 34,384,053 issued and outstanding. Immediately following the Closing, the authorized capital stock of the Company shall consist of 275 million Shares, of which 41,839,667 Shares shall be issued and outstanding. Except in connection with the foregoing, pursuant to the Shareholders Agreement or in connection with existing restricted stock awards, no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding and the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security or other such right. (b) Notification of Changes. The Company shall notify Purchaser upon the occurrence of any event prior to Closing which would cause any representation or warranty of the Company contained in this Agreement to be false or incorrect. (c) Use of Proceeds. The Company shall use the proceeds from the sale of the Shares to consummate the transactions contemplated by the Merger Agreement and to pay fees and expenses in connection with the consummation of the Merger. (d) Repayment of Purchase Price. The Company agrees that, if the Merger shall not have been consummated by December 15, 2000, the Company shall immediately repay to Purchaser an amount equal to the Purchase Price but only to the extent that the Purchaser has actually paid the Purchase Price to the Company. 5. Conditions to Performance. (a) Conditions to the Company's Obligations. The Company's obligations to issue to Purchaser the Purchased Shares hereunder are subject to the performance by Purchaser at or prior to the Closing of all of the agreements of Purchaser contemplated to be performed hereunder at or prior to the Closing and to the satisfaction at or prior to the Closing of the following further condition that the representations and warranties of Purchaser contained in Section 3 hereof shall be true and correct as of the Closing. (b) Conditions to Purchaser's Obligations. The obligations of Purchaser to deliver the Purchase Price for its Purchased Shares are subject to the condition that the representations and warranties of the Company contained in Section 4 hereof shall be true and correct as of the Closing. The obligations of Purchaser are further subject to the receipt of an opinion of Cahill Gordon & Reindel dated as of the Closing, in the form attached hereto as Exhibit B. 6. Survival. The representations and warranties and the covenants of the Company set forth in this Agreement shall survive the Closing and the Merger. 7. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the heirs, successors and assigns of the parties hereto. 8. Assignment. Purchaser shall not assign any rights under this Agreement without the prior written consent of the Company. Any purported assignment of rights hereunder by Purchaser which has not been consented to by the Company shall be void. 9. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. 10. Invalidity of Provisions. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction. 11. Headings; Execution in Counterparts. The headings and captions contained herein are for convenience of reference only and shall not control or affect the meaning or construction of any provision hereof. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same instrument. 12. Notices. All notices and other communications provided for herein shall be dated and in writing and shall be deemed to have been duly given when delivered, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, and when received if delivered otherwise, to the party to whom it is directed: (a) If to the Company, to it at the following address: MascoTech, Inc. 21001 Van Born Road Taylor, MI 48180 Attn: President with a copy to: Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 Ann: Jonathan A. Schaffzin, Esq. (b) If to Purchaser, to Purchaser at the address of Purchaser listed in the Company's records or at such other address as such party shall have specified by notice in writing to the other party in accordance with this Section 12. with a copy to: Skadden, Arps, Slate, Meagher & Flom Four Times Square 35th Floor New York, New York 10036 Attn: Eileen Nugent 13. Amendment. This Agreement may not be amended, modified or supplemented and no waivers of or consents to departures from the provisions hereof may be given unless consented to in writing by Purchaser, on the one hand, and the Company, on the other hand. Unless otherwise specified in such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given. 14. Integration. The parties agree that this Agreement and the Shareholders Agreement contain the entire understanding between the parties hereto and thereto relating to the subject matter hereof and thereof. 15. Third Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give to any third party any rights or remedies against any party hereto. 16. Further Assurances. Each of the parties hereto covenants and agrees upon the request of the other, to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to give full effect to this Agreement. 17. Publicity. Neither of the parties hereto shall issue any press release or make any public disclosure regarding the transactions contemplated hereby unless such press release or public disclosure shall be approved by those parties mentioned in such press release or public disclosure in advance. Notwithstanding the foregoing, each of the parties hereto may, in documents required to be filed by it with the SEC or other regulatory body, make such statements with respect to the transactions contemplated hereby as each may be advised by counsel is legally necessary or advisable, and may make such disclosure as it is advised by its counsel is required by law. [Signature Page Follows] IN WITNESS WHEREOF. Purchaser and the Company have executed this Agreement as of the date first above written. MASCOTECH. INC. By: /s/ David B. Liner ----------------------------------- Name: David B. Liner Title: Vice President CREDIT SUISSE FIRST BOSTON EQUITY PARTNERS (BERMUDA), L.P. By: CREDIT SUISSE FIRST BOSTON ADVISORY PARTNERS, LLC, its General Partner By: /s/ Hartley R. Rogers ---------------------------------- Name: Hartley R. Rogers Title: Attorney in fact Number of Shares to be purchased by above Purchaser: 322,937 -----END PRIVACY-ENHANCED MESSAGE-----